Agreement

Via Certified Mail

by Sterling Construction Company Inc
January 12th, 1996


[Integra Bank Letterhead]

Integra Bank
300 Fourth Avenue
Pittsburgh, PA 15278

January 3, 1996

VIA CERTIFIED MAIL

Steel City Products, Inc.
630 Alpha Drive
Pittsburgh, PA 15238
Attention: Chief Executive Officer

  RE: Credit Agreement dated August 1, 1994, as amended (the "Credit Agreement")
      by and between Steel City Products, Inc. (the "Borrower") and Integra
      Bank (the "Bank")

Gentlemen:

   This letter shall constitute notice that the Borrower is in violation of
Section 7.18(a)(ii) of the Credit Agreement which requires the Borrower to cause
Oakhurst to maintain "Consolidated Tangible Net Worth of Oakhurst not less than
$1,000,000 at the end of each of its fiscal quarters." The Borrower's failure to
cure the foregoing violation to the Bank's reasonable satisfaction within
fifteen (15) days after the date of this letter will constitute an Event of
Default under section 9.03 of the Credit Agreement. The Borrower has advised the
Bank that it will not be able to cure the aforesaid covenant violation and the
Borrower has therefore requested the Bank to modify the covenant requirements.
Capitalized terms used in this letter and not otherwise defined shall have the
meanings ascribed thereto in the Credit Agreement.

   The Bank has considered the Borrower's request and, subject to the further
provisions of this letter, the Bank has agreed to modify Section 7.18(a)(ii) of
the Credit Agreement so that Oakhurst will now be required to maintain a
consolidated net worth not less than $6,500,000; for purposes of the foregoing,
"consolidated net worth" shall mean (i) the total shareholder's equity
(including capital stock, additional paid-in capital and retained earnings after
deducting treasury stock) which would appear on a consolidated balance sheet of
Oakhurst prepared in accordance with GAAP, minus (ii) any tax deferrals.

   The foregoing modification is being granted by the Bank with the express
understanding and agreement of the Borrower that;

   (i)  the Bank does not intend to extend the Revolving Credit Expiration Date
       (as defined in the Oakhurst Credit Agreement) beyond July 31, 1996,

  (ii)  the Term Loan will be immediately due and payable in full on the
        Revolving Credit Expiration Date (as defined in the Oakhurst Credit
        Agreement),



Maarten D. Hemsley, Chairman
January 3, 1996
Page 2

 (iii)  the Borrower will immediately begin to solicit loan commitments from
        alternate financing sources to refinance the outstanding principal
        balance of the Term Loan as soon as possible, but in any event no later
        than July 31, 1996, and

  (iv)  if the Borrower has not refinanced the outstanding principal balance of
        the Term Loan by February 28, 1996, then commencing on March 1, 1996,
        the outstanding principal balance of the Term Loan will bear interest at
        a rate per annum equal to ten and one-half percent (10.5%).

   Except to the extent specifically provided for above, this letter does not
     constitute a modification, alteration, release, limitation or waiver of any
     default, breach, right, power, remedy or privilege under the Loan
     Documents. The Bank expressly reserves all rights and remedies previously
     availabe to it under the Loan Documents against the Borrower and the
     Sureties and, except to the extent provided for herein, the Bank may at any
     time exercise its rights and remedies.

   Please signify your consent to the foregoing by signing below where indicated
     and returning a signed copy to me.

                                   Sincerely,

                                   /s/ David G. Hammer
                                   David G. Hammer
                                   Vice President - Corporate Banking

cc: Charles F. O'Hanlon, III
    Robert M. Moorehead
    William S. Harris
    D. Tiemann
    Maarten Hemsley
    Roger Barzun, Esquire
    David S. Horvitz, Esquire

             The foregoing is agreed to this 9th day of January, 1996.

                                             STEEL CITY PRODUCTS, INC.

                                             By: /s/ Bernard Frank
                                             Title: Chief Executive Officer