Exhibit 10.5

                            OPTION PURCHASE AGREEMENT

             This OPTION PURCHASE AGREEMENT dated effective as of December
   30, 1997 by and between Hein-Werner Corporation, a Wisconsin corporation
   (the "Company") and Massachusetts Mutual Life Insurance Company, a
   Massachusetts corporation, MassMutual Participation Investors and
   MassMutual Corporate Investors (collectively the "Seller"),

                                   WITNESSETH

             WHEREAS, the Seller is the holder of certain options entitling
   the holder thereof to purchase a total of 752,478 duly authorized, validly
   issued and fully paid shares of the Company's common stock, at a purchase
   price of $5.98 per share and represented by certain Hein-Werner
   Corporation Certificates dated as of September 3, 1996 and May 30, 1997
   (the "Options"), and 

             WHEREAS, the Company desires to acquire the Options and the
   Seller desires to sell the Options in accordance with the terms,
   conditions and provisions set forth herein.

             NOW THEREFORE, in consideration of the foregoing, the mutual
   covenants and agreements set forth herein, and other fair and valuable
   consideration, the receipt and adequacy of which are hereby acknowledged,
   the parties agree as follows:

   1.        Purchase and Sale of the Options.

             Terms.  Subject to the terms and conditions of this Agreement,
   the Seller hereby sells the Options to the Company, and the Company hereby
   purchases the Options from the Seller, for an aggregate purchase price of
   $1,000,000 (One Million Dollars).  Payment of the aggregate purchase price
   shall be made by the Company in immediately available funds and the Seller
   will thereafter promptly deliver the Options to the Company duly endorsed
   in form to be transferred to the Company.  Such payment and delivery shall
   occur as soon as possible, but in no event later than January 30, 1998.

   2.        Representations and Warranties of the Seller.  The Seller hereby
   represents and warrants to the Company as follows:

             (a)   Corporate Organization and Authority.  The Seller is a
   corporation duly organized, validly existing and in good standing under
   the laws of the Commonwealth of Massachusetts, with corporate power to own
   its properties and to conduct its business as now conducted.  The Seller
   has full legal right, power and authority to enter into and perform this
   Agreement.

             (b)   Authorization.  The execution and delivery of this
   Agreement by the Seller and the consummation by Seller of the transactions
   contemplated hereby have been duly authorized by all necessary corporate
   action on the part of the Seller.

             (c)   Title.  The Seller has good and marketable title to the
   Options, with full power to deliver the Options hereunder.  Upon payment
   for the Options pursuant to this Agreement, the Company will receive good
   and marketable title to the Options, free and clear of all liens,
   encumbrances, claims, security interests and defects.

   3.        Representations and Warranties of the Company.  The Company
   hereby represents and warrants to the Seller as follows:

             (a)   Corporate Organization.  The Company is a corporation
   duly organized, validly existing and in good standing under the laws of
   the State of Wisconsin, with corporate power to own its properties and to
   conduct its business as now conducted.  The Company has full legal right,
   power and authority to enter into and perform this Agreement.

             (b)   Authorization.  The execution and delivery of this
   Agreement by the Company and the consummation by the Company of the
   transactions contemplated hereby have been duly authorized by all
   necessary corporate action on the part of the Company.  This Agreement
   constitutes a legal, valid and binding agreement of the Company.

             (c)   No Conflicts.  Neither the execution and delivery of this
   Agreement by the Company, nor the consummation of the transactions
   contemplated hereby, will violate or conflict with (i) any provisions of
   the Certificate of Incorporation or Bylaws of the Company, (ii) any
   agreement or instrument to which the Company is a party or by which the
   Company or any of its assets or properties are subject or (iii) any law,
   rule, regulation, writ, judgment, injunction, decree, determination, award
   or other order of any court, government, government agency or
   instrumentality, domestic or foreign, binding upon the Company.

   4.        Price Adjustment Event.  If at any time prior to January 20,
   1999, any Price Adjustment Event (as hereinafter defined) occurs or an
   agreement in principle concerning the material terms of a Price Adjustment
   Event is reached, then the Company shall immediately notify the Seller. 
   Contemporaneously with the consummation of the Price Adjustment Event, the
   Company shall pay to the Seller an amount equal to 752,478 times the
   excess, if any, of (i) the per share purchase price determined as of the
   date upon which such Price Adjustment Event is consummated and paid in
   connection with the Price Adjustment Event, over (ii) $7.31 per share. 
   All computations made pursuant to this section and paid to Seller shall be
   made in writing and shall be satisfactory to Seller.

             For purposes herein, Price Adjustment Event shall mean any
   Change of Control of the Company.  "Change of Control" shall mean and
   shall be deemed to have occurred if at any time for whatever reason any
   Person together with "affiliates" and "associates" of such Person, within
   the meaning of Rule 12b-2 of the Commission under the Exchange Act, shall
   acquire control or beneficial ownership (including beneficial ownership
   resulting from the formation of a "group" within the meaning of Rule 13d-5
   of the Commission under the Exchange Act) of more than 51% of the shares
   of any class of voting stock of the Company.



   5.        Miscellaneous.

             (a)   Severability.  If any term, provision, covenant or
   restriction of this Agreement is held by a court of competent jurisdiction
   to be invalid, void or unenforceable, the remainder of the terms,
   provisions, covenants and restrictions of this Agreement shall remain in
   full force and effect and shall in no way be affected, impaired or
   invalidated.  It is hereby stipulated and declared to be the intention of
   the parties that they would have executed the remaining terms, provisions,
   covenants and restrictions without including any of such which may be
   hereafter declared invalid, void or unenforceable.

             (b)   Expenses.  Each party shall bear its own expenses and
   costs for any and all transactions contemplated by this Agreement.

             (c)   Successors and Assigns.  This Agreement shall be binding
   upon and shall inure to the benefit of and be enforceable by and against
   the successors and assigns of the parties hereto.

             (d)   Amendments.  This Agreement embodies all representations,
   warranties and agreements of the parties hereto, supersedes any prior
   agreement and the understanding between the parties with respect to the
   subject matter of this Agreement.  This Agreement may not be modified,
   amended, altered or supplemented except upon the execution and delivery of
   a written agreement executed by both the parties hereto.  However, either
   party may waive any condition to the obligation of the other party
   hereunder.

             (e)   Notices.  All notices, requests, claims, demands and
   other communications hereunder shall be in writing and shall be given (and
   shall be deemed to have been duly given, if given) by delivery, by
   facsimile transmission or by mail (registered or certified mail, postage
   prepaid, return receipt requested) to the respective parties as follows:

                                 If to the Company:

                                 Hein-Werner Corporation
                                 2120 Pewaukee Road
                                 Waukesha, Wisconsin 53188

                                 Attention:     J.L. Dindorf, President and
   C.E.O.


                                 If to the Seller:

                                 Massachusetts Mutual Life Insurance Company
                                 1295 State Street
                                 Springfield, MA 01111-0001

                                 Attention:     Roger W. Crandall

   or at such other address as either party may have furnished to the other
   in writing in accordance herewith, except that notices of change of
   address shall only be effective upon receipt.

             (f)   Governing Law.  This Agreement shall be governed by and
   construed in accordance with the substantive law of the Commonwealth of
   Massachusetts without giving effect to the principles of conflict of laws
   thereof.

             (g)   Counterparts.  This Agreement may be executed in several
   counterparts, each of which shall be an original, but all of which
   together shall constitute one and the same agreement.

             IN WITNESS WHEREOF, HEIN-WERNER CORPORATION and MASSACHUSETTS
   MUTUAL LIFE INSURANCE COMPANY have caused this Agreement to be duly
   executed as of the day and year first above written.

                                      HEIN-WERNER CORPORATION

                                      By:/s/ Joseph L. Dindorf                
             
                                           Name:  Joseph L. Dindorf
                                           Title: President and
                                           Chief Executive Officer

                                      Seller:

                                      MASSACHUSETTS MUTUAL LIFE
                                      INSURANCE COMPANY, MassMutual
                                      Participation Investors and 
                                      MassMutual Corporate Investors

                                      By:/s/ Charles C. McCobb                
              
                                           Name:  Charles C. McCobb 
                                           Title: Managing Director