ex10-21





EXHIBIT 10.21


SIXTH AMENDMENT TO

AMENDED AND RESTATED LOAN AGREEMENT

DATED AS OF SEPTEMBER 30, 1996


      THIS SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “Sixth
Amendment”) effective as of the 12th day of July, 2000, by and among MAXCO,
INC., a Michigan Corporation (“Borrower”) and COMERICA BANK, a Michigan banking
corporation (“Bank”).


W I T N E S S E T H


      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, as further amended by Fourth Amendment thereto dated
as of June 22, 1999, and as further amended by Fifth Amendment thereto dated as
of September 1, 1999 (the “Agreement”); and


      WHEREAS, Borrower and Bank now desire to amend the Agreement to provide
for the (i) increase the Commitment Amount and (ii) modification of the
interest rate.


      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:


      “Commitment Amount” shall mean $20,000,000 (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) to and through December 31, 2000, and
thereafter shall mean $18,000,000.


      2. Notwithstanding anything contained in the Agreement to the contrary,
each and every reference to “Euro-dollar-based Rate” and all provisions of the
Agreement related thereto are hereby deleted in their entirety, provided, that
(i) nothing in this Sixth Amendment is intended to modify the terms and
conditions of any outstanding Eurodollar-based Advance under a Note, as of the
date hereof, and (ii) the intent of this provision of this Sixth Amendment is
to require any and all Advances under the Notes, as amended, on or after the
date hereof, to utilize the Prime-based Rate.


      3. Notwithstanding anything contained in the Agreement to the contrary,
Borrower shall, in addition to any other reporting requirements provided for in
Section 6 of the Agreement, as amended, furnish to the Bank, in such form and
at such times as may be satisfactory, the following documents:



		
	 	      (a) All Monthly Operating Statements




		
	 	      (b) Quarterly 10-Qs and Annual 10-Ks for Borrower.



-1-








      (c) Quarterly statements from Borrower, which shall include consolidating
statements of all Subsidiaries.


      4. Notwithstanding anything contained in the Agreement to the contrary,
Borrower hereby confirms and ratifies all of the covenants contained in the
Agreement, and hereby specifically agrees that the following shall be
considered, to the extent applicable, a part of Section 6 and/or Section 7 of
the Agreement:


      (a) Borrower shall not make any loans, advances or extensions of credit to
any Person, except for sales on open account and otherwise in the ordinary
course of business and advances to an existing wholly-owned Subsidiary of
Borrower for working capital.


      (b) Borrower shall not guarantee or otherwise, directly or indirectly, in
any way be or become responsible for obligations of any other Person, whether
by agreement to purchase the indebtedness of any other Person, agreement for
the furnishing of funds to any other Person through the furnishing of goods,
supplies or services, by way of stock purchase, capital contribution, advance
or loan, for the purpose of paying or discharging (or causing the payment or
discharge of) the indebtedness of any other Person, or otherwise, except for
(i) the endorsement of negotiable instruments by the Borrower or the
Subsidiaries in the ordinary course of business for deposit or collection, and
(ii) the guaranty by the Borrower of any and all obligations of any existing
Subsidiary wholly-owned by Borrower.


      (c) Borrower shall, over a period of twelve (12) months from the date of
this Sixth Amendment, reduce Borrower’s real estate related guarantees on
stabilized and unstabilized properties under development and shall promptly
furnish to the Bank a schedule for such reduction, which is satisfactory to the
Bank as to the timing and amount of such guarantee reductions.


      (d) Borrower shall furnish to the Bank a schedule for the repayment of
outstanding credit facilities to L/M Associates, L.L.C. and L/M Associates II,
L.L.C. which is satisfactory to the Bank as to the timing and amount.


      (e) Borrower shall not declare or pay any dividend on, or make any other
distribution with respect to (whether by reduction of capital or otherwise),
any shares of its capital stock, including but not limited to dividends
previously permitted under the Agreement on any of Borrower’s preferred stock
series, except that (i) dividends from any Subsidiary to the Borrower are
permitted, (ii) the dividend on the preferred stock series which have been
properly declared and payable on June 30, 2000 (with balance to be paid on or
about July 14, 2000) are permitted.


      5. 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.


      6. Neither the extension of this Sixth Amendment by the Bank, nor any
other act or omission by the Bank in connection herewith, shall be deemed an
express or implied waiver by the Bank of any default under the Agreement.
Without limiting the generality of the foregoing, the Borrower hereby expressly
acknowledges that (i) as of the date hereof, certain events have or may
have occurred and continue (“Existing Events”), which upon the giving of any
required notice and

-2-








the expiration of any applicable cure periods, would
constitute Events of Default under Section 8 of the Agreement and (ii) the Bank
hereby expressly reserves the right, at any time, to provide such notice or
take other remedial action provided for in the Agreement relative to the
Existing Events.


      IN WITNESS WHEREOF, the Borrower and the Bank have caused this Sixth
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/ THOMAS MELTON
______________________________

Thomas Melton

Its First Vice President



-3-







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



	 	 	 
	Ersco Corporation

By    /S/ VINCENT SHUNSKY

		
Pak-Sak Industries, Inc.

By    /S/ VINCENT SHUNSKY


	Vincent Shunsky

Its Treasurer		
Vincent Shunsky

Its Treasurer
	 
	Wisconsin Wire & Steel, Inc.

By    /S/ VINCENT SHUNSKY

		
Atmosphere Annealing, Inc.

By    /S/ VINCENT SHUNSKY


	Vincent Shunsky

Its Treasurer		
Vincent Shunsky

Its Treasurer




-4-