SECOND AMENDMENT
                                      TO 
                           MANAGEMENT AGREEMENT


     THIS SECOND AMENDMENT TO MANAGEMENT AGREEMENT (the "Amendment") is made 
and entered into as of July 1, 1997, by and between CFA MANAGEMENT, INC., a 
Florida corporation ("Manager"), and CAROLINA LUBES, INC., a Florida 
corporation ("Owner").

RECITALS:

A.  Manager and Owner are parties to that certain Amended and Restated
Management Agreement, dated August 15, 1988, as amended by that certain 
Amendment to Management Agreement dated September 9, 1993 (the "Agreement").

B.  Manager and Owner have agreed to modify the standard method of 
calculating fees owed to Manager as compensation under the Agreement for the 
three (3) month period ending September 30, 1997; and
 
C.  Manager and Owner desire to memorialize such modification on the 
terms and conditions set forth herein. 

    NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, Owner and Manager agree as 
follows:

1.  The parties hereby agree that for the three (3) month period ending 
September 30, 1997, the calculation of the Management Fee shall be $ 
52,579.52.
 
2.  All terms and conditions of the Management Agreement not amended by 
this Amendment shall remain in full force and effect except to the 
extent that they must be modified to effectuate the amendment 
contemplated by this instrument.  All defined terms shall have the same 
meaning as in the Management Agreement unless otherwise defined herein.
 
3.  Nothing contained herein shall imply or suggest similar 
modifications to the Agreement will be made in the future.  
 
4.  This instrument shall be governed by and construed in accordance 
with the laws of the State of Florida.

    IN WITNESS WHEREOF, the Manager and Owner have executed this Amendment 
as of the day and year set forth above. 


Owner:						Manager:

CAROLINA LUBES, INC.				CFA MANAGEMENT, INC.
					 
    /s/ Stephen P. Conway                    /s/ Jerry B. Conway
By: _________________________		By: _________________________
    Stephen P. Conway 				Jerry B. Conway,
    President 						President