EXHIBIT 10.31 February 25, 1999 Mr. Gary Wolfe Managing Director NationsBanc Montgomery Securities, LLC 100 North Tryon Street Charlotte, NC 28255 Dear Mr. Wolfe The Board of Directors of CMI Management, Inc. has approved the termination of the Merger...

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                                                                   EXHIBIT 10.31

                                February 25, 1999



Mr. Xxxx Xxxxx
Managing Director
NationsBanc Xxxxxxxxxx Securities, LLC
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX  00000

Dear Xx. Xxxxx

         The Board of Directors of CMI Management, Inc. has approved the
termination of the Merger Agreement entered into as of May 15, 1998 by and
between CMI Management, Inc., CMI Acquisitions, Inc. and CMI Industries, Inc. As
a result, CMI Industries, Inc. hereby terminates the engagement letter with
NationsBanc Xxxxxxxxxx Securities, LLC dated March 31, 1998 relating to such
transaction.

                                                     Sincerely

                                                     /S/ X. X. XXXXXXX

                                                     X. X. Xxxxxxx
                                                     Chief Financial Officer









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