REVOLVING CREDIT PROMISSORY NOTE
$1,150,000.00                           Minneapolis, Minnesota
Due:  June 1, 1997                 May 9, 1996

LOAN AMOUNT AND INTEREST RATE.  FOR VALUE RECEIVED, NORTH ATLANTIC
TECHNOLOGIES, INC., a Minnesota corporation, ("Maker") promises to pay to the
order of FIRST BANK NATIONAL ASSOCIATION, a national banking association
("Lender"), its successors and assigns, at its office at First Bank Place, 601
Second Avenue South, Minneapolis, Minnesota 55402, or such other place as the
holder hereof may designate in writing from time to time, the principal sum of
One Million One Hundred Fifty Thousand and No/100 Dollars ($1,150,000.00), or so
much thereof as may be advanced from time to time pursuant to that certain
Amended and Restated Credit Agreement ("Credit Agreement") dated of even date
herewith between the Maker and the Lender, as the same may be amended, modified,
restated or replaced from time to time as agreed upon in writing by the Lender,
in lawful money of the United States, together with interest from the date
hereof on the unpaid balance hereof from time to time outstanding at a variable
rate of One and Three-Quarters percent (1.75%) in excess of the Index Rate as
defined in the Credit Agreement. 

PAYMENT SCHEDULE. This Note shall be payable in the following manner: 

Accrued interest hereon shall be due and payable on the first day of each
calendar month, commencing June 1, 1996, until all indebtedness evidenced hereby
is paid in full. All outstanding principal and accrued and unpaid interest shall
be due and payable on June 1, 1997. The Revolving Credit Commitment (as defined
in the Credit Agreement) automatically shall be reduced by $25,000 on the last
day of each calendar month, commencing on July 31, 1996. To the extent that the
principal amount of all outstanding Advances (as defined in the Credit
Agreement) exceeds the Revolving Credit Commitment as so reduced, such excess
principal shall be due and payable on the first day of the following calendar
month.

In the event that the Revolving Credit Commitment (as defined in the Credit
Agreement) shall exceed on any given date an amount equal to seventy percent
(70%) of the Borrowing Base (as defined in the Credit Agreement) less the amount
of all outstanding principal and past-due interest owing under the Term Note (as
defined in the Credit Agreement), then the Revolving Credit Commitment
automatically shall be reduced to such amount. To the extent that the principal
amount of all Advances (as defined in the Credit Agreement) exceeds the
Revolving Credit Commitment as so reduced, such excess principal shall be
immediately due and payable. Each payment made under this Note shall be applied,
first, to the amount then due for any expenses, costs or other expenditures
incurred by the Lender in connection with this Note and payable by the Maker,
and then applied to any accrued interest then due under this Note, and any
balance thereafter to principal.

Any payment due on any non-business day of the Lender shall be due upon (and
interest shall accrue to) the next business day.

LATE CHARGE. Any payment not made by the Borrower within ten (10) days of the
due date thereof shall be subject to a late payment charge equal to five percent
(5%) of such payment. The late charge shall apply individually to all payments
past due with no daily adjustment and shall be used to defray the costs incurred
by the Lender in connection with the collection of such late payment. This
provision shall not be deemed to excuse a late payment or be deemed a waiver of
any other rights the Lender may have, including the right to declare the entire
unpaid principal and interest under this Note immediately due and payable.

DEFAULT INTEREST RATE. Upon the earlier to occur of (a) the acceleration of the
indebtedness evidenced hereby, or (b) the occurrence of a default in any payment
due hereunder which is not cured within thirty (30) days of the due date, the
interest rate shall thereafter increase and shall be payable on the whole of the
unpaid principal balance, interest and other charges at a rate equal to the
lesser of (i) two percent (2%) per annum in excess of the rate of interest then
in effect under the terms of this Note or (ii) the highest rate permitted under
applicable law if such rate is lower ("Default Rate"). The Default Rate shall
continue until reinstatement of the loan evidenced by this Note, payment in full
of all indebtedness evidenced by this Note, or the completion of all foreclosure
proceedings and redemption periods, whichever shall occur first. This provision
shall not be deemed to excuse an Event of Default not be deemed a waiver of any
other rights the Lender may have including the right to declare the entire
unpaid principal and interest under this Note immediately due and payable.

CREDIT AGREEMENT. This Note is the Revolving Credit Note issued pursuant to the
terms and provisions of the Credit Agreement and this Note and the holder hereof
are entitled to all of the benefits provided for in the Credit Agreement, or are
referred to therein. Reference is made to the Credit Agreement for a statement
of the terms and conditions under which this indebtedness was incurred and is to
be repaid and under which the due date of this Note may be accelerated. The
provisions of the Credit Agreement are hereby incorporated by reference with the
same force and effect as if fully set forth herein.

SECURITY. This Note is secured by, inter alia, a security interest in all assets
of Maker, a pledge agreement by Willis D. Heim, and the Guaranty of Willis D.
Heim.

DEFAULT AND ACCELERATION. If an Event of Default, as defined in the Credit
Agreement or any other agreement made by any party in connection with this Note,
shall occur, or if any portion of the indebtedness evidenced hereby is not paid
when due, the Lender or other holder of this Note may, without notice, demand,
presentment for payment and/or notice of nonpayment, all of which Maker hereby
expressly waives, declare the indebtedness evidenced hereby and all other
indebtedness and obligations of the Maker to the Lender or holder hereof
immediately due and payable and the Lender or other holder hereof may, without
notice, immediately exercise any right of setoff and enforce any lien or
security interest securing payment hereof. The foregoing shall be in addition to
the rights of acceleration that may be provided in any loan agreement, security
agreement, mortgage and/or other writing relating to the indebtedness evidenced
hereby. If this Note is placed with any attorney(s) for collection upon any
default, the Maker agrees to pay to the Lender or holder, its reasonable
attorneys fees and all lawful costs and expenses of collection, whether or not a
suit is commenced.

WAIVER. Time is of the essence. No delay or omission on the part of the Lender
or other holder hereof in exercising any right or remedy hereunder shall operate
as a waiver of such right or of any other right or remedy under this Note or any
other document or agreement executed in connection herewith. All waivers by the
Lender must be in writing to be effective and a waiver on any occasion shall not
be construed as a bar to or a waiver of any similar right or remedy on a future
occasion.

The makers, endorsers, sureties, guarantors and all other persons liable for all
or any part of the indebtedness evidenced by this Note jointly and severally
waive presentment for payment, protest and notice of nonpayment. Such parties
hereby consent without affecting their liability to any extension or alteration
of the time or terms of payment hereon, any renewal, any release of all or any
part of the security given for the payment hereof, any acceptance of additional
security of any kind, and any release of, or resort to any party liable for
payment hereof and such parties shall remain bound in the same capacities as
prior thereto upon each such event. 

ADDITIONAL SECURITY. As additional security for this Note, the Maker and any
other party to this Note hereby grant to the Lender a security interest in any
deposits or other sums at any time credited by or due from the Lender to any
maker, endorser or guarantor hereof and any securities or other property of any
maker, endorser or guarantor hereof in the possession of the lender or other
holder of this Note. The Lender or other holder hereof may apply or set off such
property deposits or other sums against the obligations hereunder at any time in
case of makers, but only with respect to matured liabilities in the case of
endorsers or guarantors.

JURISDICTION. This Note represents a loan negotiated, executed and to be
performed in the State of Minnesota and shall be construed, interpreted and
governed by the law of said state. The Maker hereby consents to the personal
jurisdiction of the state and federal courts located in the State of Minnesota
in connection with any controversy related to this Note, waives any argument
that venue in such forums is not convenient and agrees that any litigation
instigated by the Maker against the Lender in connection with this Note shall be
venued in the federal or state court that has jurisdiction over matters arising
in Minneapolis, Minnesota.

JOINT AND SEVERAL LIABILITY. If this Note is executed by more than one maker,
each maker agrees to be jointly and severally liable hereon, and the release by
the Lender or other holder hereof, of one or more such makers shall not release
or diminish the liability of the remaining makers hereof.

INTEREST LIMITATION. All agreements between the Maker and the Lender are hereby
expressly limited so that in no contingency or event whatsoever, whether by
reason of acceleration of maturity of the indebtedness evidenced or secured
thereby or otherwise, shall the rate of interest charged or agreed to be charged
to the Lender for the use, forbearance, loaning or detention of such
indebtedness exceed the maximum permissible interest rate under applicable law
("Maximum Rate"). If for any reason or in any circumstance whatsoever
fulfillment of any provision of this Note, any document securing or executed in
connection with this Note, or any other agreement between the Maker and the
Lender, at any time shall require or permit the interest rate applied thereunder
to exceed the Maximum Rate, then the interest rate shall automatically be
reduced to the Maximum Rate, and if the Lender should ever receive interest at a
rate that would exceed the Maximum Rate, the amount of interest received which
would be in excess of the amount receivable after applying the Maximum Rate to
the balance of the outstanding obligation shall be applied to the reduction of
the principal balance of the outstanding obligation for which the amount was
paid and not to the payment of interest thereunder. This provision shall control
every other provision of any and all agreements between the Maker and the Lender
and shall also be binding upon and available to any subsequent holder of this
Note.

IN WITNESS WHEREOF, the Maker has executed and delivered this Note to the Lender
as of the day and year first above written.

NORTH ATLANTIC TECHNOLOGIES, INC., a Minnesota corporation

By

Its
Dated:  May ______, 1996


ACKNOWLEDGMENT
STATE OF MINNESOTA  )
                    )
COUNTY OF HENNEPIN  )

     The foregoing instrument was acknowledged before me this _____ day of
____________, 1996, by ______________________________, the
________________________ of NORTH ATLANTIC TECHNOLOGIES, INC., a Minnesota
corporation.


                                   Notary Public