THIRD AMENDMENT TO CASH ADVANCE AND SECURITY AGREEMENT

                                                                EXHIBIT 10.13.2



                              THIRD AMENDMENT TO
                     CASH ADVANCE AND SECURITY AGREEMENT


    THIS THIRD AMENDMENT TO CASH ADVANCE AND SECURITY AGREEMENT (the 
"Amendment") is entered into this 28th of May, 1997 by and between Apollo 
International of Delaware, Inc., a Delaware corporation (the "Company") and 
Framan Company ("Framan").


                                  RECITALS:


    WHEREAS, the Company and Framan entered into a Cash Advance and Security 
Agreement on December 20th, 1996, and amendments thereto dated February 24, 
1997 and May 19, 1997 (collectively, the "Agreement"), and both parties 
desire to further amend the Agreement; and

    WHEREAS, the Company and Framan desire to amend Sections 2 and 5 of the 
Agreement regarding Collateral, upon the terms and conditions stated below.

    NOW, THEREFORE, in consideration of the mutual promises contained herein 
and other good and valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged, the parties agree as follows:

    1.   RECITALS. The foregoing recitals are true and correct and are 
incorporated herein by reference and form a part of this Amendment.


    2.   EFFECTIVE DATE. The provisions of this Amendment shall be 
retroactive and shall become effective as of the date of the Agreement which 
is December 20th, 1996 (the "Effective Date").

    3.   CASH ADVANCES. The Company may also use Advances for the acquisition 
of equipment from time to time, which acquisitions shall be subject to the 
same procedures, terms and conditions set forth in the Agreement, including 
without limitation Sections 2,3 and 4 of the Agreement dealing with cash 
advances, negotiations of best price and repayment terms, respectively.

    4.   COLLATERAL AND SECURITY INTEREST. Section 5 of the Agreement is 
hereby amended in its entirety as follows:

         "5.   COLLATERAL AND SECURITY INTEREST. The collateral for the 
    Advances shall be the Company's parts inventory and equipment purchased 
    by the Company with Advances (the "Collateral"). To secure the payment of 
    the Advances and interest thereof (together, the "Liabilities"), the 
    Company does hereby grant to



    Framan Co. a security interest in each and all of the Collateral.  The 
    Company shall ▇▇▇▇▇ ▇▇▇▇▇▇ Co. access to the Company's books for the 
    purposes of review with prior notice during normal business hours."

    5.   AMENDMENT. Except as expressly modified and amended herein, the 
Agreement shall remain in full force and effect in accordance with its terms.

    6.   COUNTERPARTS. This Amendment may be executed in multiple 
counterparts, each of which shall be an original and all of which shall be 
deemed one and the same instrument. Further, facsimile signatures hereon 
shall have the same legal force and effect as original signatures.

    IN WITNES WHEREOF, the parties hereto have executed this Amendment as of 
the date first written above.


                                       APOLLO INTERNATIONAL OF DELAWARE, INC.


                                       By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
                                          -----------------------------------
                                          ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President



                                       FRAMAN COMPANY



                                       By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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                                          ▇▇▇▇▇ ▇▇▇▇▇▇▇