FALCONITE INC S-1/A

AMENDMENT NO. 1 TO FORM S-1

FORM OF UNDERWRITING AGREEMENT

LONG TERM INCENTIVE PLAN

TERM LOAN PROMISSORY NOTE

AGREE. BETWEEN CITICORP DEL-LEASE, INC. & THE CO.

GUARANTY EXECUTED BY THE COMPANY

GUARANTY EXECUTED BY FALCONITE EQUIPMENT

AMENDED AND RESTATED REVOLVING CREDIT NOTE

AMENDMENT NO. 5 TO THE DEALER SECURITY AGREEMENT

FIRST AMENDMENT TO SECURITY AGREEMENT

THIRD AMENDMENT TO REVOLVING CREDIT & LOAN AGREEM.

SECOND AMENDMENT TO REVOLVING CREDIT NOTE

THIRD AMENDMENT TO TERM LOAN PROMISSORY NOTE

FIRST AMENDMENT TO SWING LINE NOTE

CONTINUING GUARANTY

4TH AMEND. TO REVOLVING CREDIT & TERM LOAN AGREE.

CONSENT OF KPMG PEAT MARWICK LLP

FDS