Exhibit 10.20



FIFTH AMENDMENT TO


AMENDED AND RESTATED LOAN AGREEMENT


DATED AS OF SEPTEMBER 30, 1996


THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the
Fifth Amendment) effective as of the 1st day of
September, 1999, by and among MAXCO, INC., a Michigan
Corporation (Borrower) and COMERICA BANK, a Michigan
banking corporation (Bank).

WITNESSETH

WHEREAS, Borrower and Bank entered into a certain Amended and
Restated Loan Agreement dated September 30, 1996, as amended
 by First Amendment thereto dated as of August 1, 1997, as
further amended by Second Amendment thereto dated as of
June 24, 1998, as further amended by Third Amendment thereto
 dated as of September 24, 1998, and as further amended by
Fourth Amendment thereto dated as of June 22, 1999 (the
Agreement); and

WHEREAS, Borrower and Bank now desire to amend the Agreement to
provide for the (i) reaffirmation and increase the
Commitment Amount, (ii) reaffirmation and increase the
maximum aggregate amount of the Term Loans, (iii) for the
modification and extension of the Termination Date, and
(iii) for the modification of financial reporting
requirements under the Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Borrower and the Bank hereby
agree as follows:

1.  In Sub-Section 1.1 of Section 1 of the
Agreement, the following definitions are hereby deleted in their
entirety and replaced by the following:

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| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Commitment Amount shall mean $18,000,000 (or
	such lesser amount to which the Commitment Amount may be reduced
	by the Borrower from time to time under Section 2.8.1 of
	this Agreement).                                                                     
|
| | Termination Date shall mean, as to the
	Revolving Credit Loan and the Revolving Ersco Acquisition Loan,
	August 1, 2001 (or such earlier date on which the Borrower
	shall permanently terminate the Banks commitment under
	Section 2.8.1 of this Agreement).

2. Sub-Section 2.1(b) of Section 2 is hereby deleted in
 its entirety and is replaced by the following:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Subject to the terms and conditions of this
	Agreement, the Bank agrees to make term loans for the purchase of
	 machinery and equipment to the Borrower of such amounts as the
	Borrower shall request pursuant to Section 2.2 of this
	Agreement at any time from the date of this Agreement until the
	Termination Date, up to an aggregate principal amount outstanding
	 at any time not to exceed Two Million Dollars ($2,000,000.00),
	at variable rates of interest equal to the Prime Rate, and with
	such maturity dates, as the Bank and the Borrower shall from time
	 to time agree (such agreement to be evidenced by the
	Borrowers execution and the Banks acceptance of, and
	disbursement against, a Term Note). Those term loans to the
	Borrower currently outstanding and described on
	Schedule 2.1(b) shall constitute Term Loans under this
	Agreement and the promissory notes evidencing such loans shall
	constitute Term Notes under this Agreement and the principal
	amount of such loans shall be taken into account in determining
	the aggregate principal amount of term loans outstanding under
	this Section 2.1(b).

3. Sub-Section 6.1.2 of Section 6 is hereby deleted in
its entirety and is replaced by the following:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.1.2  Monthly Financial Statements. Furnish to the
	Bank not later than fifteen (15) days after the close of
	each month of each fiscal year of the Borrower financial
	statements containing the consolidated and consolidating balance
	sheet of the Borrower and the Subsidiaries as of the end of each
	such period, consolidated and consolidating statements of income
	and retained earnings of the Borrower and the Subsidiaries and a
	consolidated statement of changes in financial position of the
	Borrower and Subsidiaries for the portion of the fiscal year up
	to the end of such period. These statements shall be prepared in
	a manner substantially consistent with the statements required in
	 Section 6.1.1 of this Agreement and shall be in such detail
	 as the Bank may require, and the accuracy of the statements
	shall be certified by the chief executive or financial officer of
	 the Borrower.

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4. Except as specifically modified hereby, the terms and
conditions of the Agreement and the Notes remain in full force
and effect and the undersigned hereby ratify and agrees to be
bound by the terms of the Agreement as hereby amended.

5. Neither the extension of this Fifth Amendment by the Bank, nor
 any other act or omission by the Bank in connection herewith,
shall be deemed a waiver by the Bank of any default under the
Agreement.

IN WITNESS WHEREOF, the Borrower and the Bank have caused this
Fifth Amendment to be executed by their duly authorized officers
as of the day and year first written above.

| |  |                                                                                                                 
| |  | ----------------------------------------------------------------------------------------------------------------
| |  | MAXCO, INC.                                                                                                     
|
| |  | By /s/VINCENT SHUNSKY
	-----------------------------------------------
	Vincent Shunsky
	Its Vice President     
|
| |  | COMERICA BANK                                                                                                   
|
| |  | By /s/ DAVID G. GRANTHAM
	-----------------------------------------------
	David G. Grantham
	Its Vice President

The Undersigned Guarantors hereby acknowledge and consent to the
above Fifth Amendment.

|                               |  |                               
|------------------------------ |  | ------------------------------
|Ersco Corporation              |  | Pak-Sak Industries, Inc.      
|                              
|By /s/ VINCENT SHUNSKY         |  | By /s/ VINCENT SHUNSKY        
|                               |  |                               
|Vincent Shunsky
	Its Treasurer |  | Vincent Shunsky
	Its Treasurer
|                              
|Wisconsin Wire & Steel, Inc.   |  | Atmosphere Annealing, Inc.    
|                              
|By /s/ VINCENT SHUNSKY         |  | By /s/ VINCENT SHUNSKY        
|                               |  |                               
|Vincent Shunsky
	Its Treasurer |  | Vincent Shunsky
	Its Treasurer

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