AMENDMENT NO. 1 TO MASTER CREDIT AGREEMENT

       THIS  AMENDMENT NO. 1 TO MASTER CREDIT  AGREEMENT is made as of April 30,
1999,  by and among  CONSTRUCTION  FORMS,  INC.,  a Wisconsin  corporation  (the
"Company"), CF ULTRA TECH, INC., a Wisconsin corporation ("Ultra") and CF GILCO,
Inc., a Wisconsin  corporation  ("Gilco") and LASALLE  NATIONAL BANK, a national
banking association (the "Bank").

       In consideration of the mutual  covenants,  conditions and agreements set
forth  herein,  and for other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed that:

                                    ARTICLE I
                                   DEFINITIONS

       When used herein,  the following terms shall have the following  meanings
specified:

       1.1  "Amendment"  shall  mean  this  Amendment  No.  1 to  Master  Credit
Agreement

       1.2 "Credit Agreement" shall mean the Master Credit Agreement dated as of
June 21,  1996 by and among the  Company,  Ultra,  Gilco and the Bank as amended
pursuant to a waiver and  amendment  letter dated April 2, 1998 of Bank in favor
of the Company.

                                   ARTICLE II
                                   AMENDMENTS

       The Credit Agreement is hereby amended as follows:

       2.1 Amendments.

           (a) Ultra and Gilco,  which were merged into the Company effective as
of February 1, 1998, are hereby removed as parties to the Credit Agreement.

           (b) Each  reference  to  "Overadvance  Term"  contained in the Credit
Agreement and all Related Documents is amended in its entirety to read "Term."

           (c) The following  definitions contained in Section 1.1 of the Credit
Agreement are hereby amended in their entirety as follows:

       "Borrowing  Base"  shall  mean,  as of any  date,  the  sum of (a) 60% of
       Qualified  Accounts  of CF Europe  and CF Asia,  each a  division  of the
       Company,  plus (b) 85% of all other Qualified  Accounts,  plus (c) 30% of
       Qualified  Inventory of CF Europe and CF Asia,  plus (d) 50% of all other
       Qualified Inventory.


<PAGE>

       "Borrowing  Base  Certificate"  shall  mean  a  schedule  of  the  Bank's
       collateral  in the form of Exhibit A separately  setting  forth  accounts
       receivable, Qualified Accounts, inventory and Qualified Inventory.

       "Excess  Cash Flow  Payment"  shall mean an amount equal to 50% of Excess
       Cash Flow for the relevant period of determination.

       "LIBOR  Spread"  shall  mean,  subject  to the  final  sentence  of  this
       definition,  for any period, the applicable of the following  percentages
       in effect with  respect to such  period  based on the ratio of (a) Funded
       Debt outstanding on the January 31 prior to the date of determination, to
       (b)  EBITDA  computed  as  of  the  January  31  prior  to  the  date  of
       determination as follows:

                                                  LIBOR                LIBOR
                                                Spread for            Spread for
              Funded Debt to EBITDA            Revolving Loans       Term Loan
              ---------------------            ---------------       ---------

                          Equal to or
         Greater than      less than
         ------------      ----------
         2.25 to 1.00      __________             2.25%                 2.50%
         2.00 to 1.00      2.25 to 1.00           2.00%                 2.25%
         1.75 to 1.00      2.00 to 1.00           1.75%                 2.00%
         __________        1.75 to 1.00           1.50%                 1.75%

              The LIBOR  Spread  shall be adjusted,  if  necessary,  annually on
       April 30 of each year; provided,  however,  that the LIBOR Spread may not
       change  during a Loan  Period.  Notwithstanding  anything to the contrary
       contained  herein,  until  October 31,  1999,  the LIBOR  Spread shall be
       calculated  as if the  ratio of Funded  Debt to EBITDA  was 2.01 to 1.00,
       regardless of the actual ratio of Funded Debt to EBITDA.

       "'Qualified  Account'  shall mean an account  (as that term is defined in
       the UCC and by GAAP) owing solely to the Company  which is not subject to
       any assignment,  claim, lien, encumbrance or security interest whatsoever
       other than those  securing any of the Company's  obligations to the Bank,
       excluding any reserve for bad debts and  uncollectible  finance  charges;
       provided,  however,  that an account shall not be a Qualified  Account if
       the Company has any notice or knowledge of the bankruptcy, insolvency, or
       similar proceeding of the account debtor thereunder,  or of the inability
       of the account debtor  thereunder to pay its debts as they become due, or
       of  anything  which  might  impair the  credit  standing  of the  account
       debtor."

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<PAGE>

       "'Qualified  Inventory'  shall mean inventory (as that term is defined in
       the  UCC and by  GAAP)  solely  owned  by the  Company  which  meets  the
       following  requirements  and  continues  to meet the same  until  sold or
       otherwise  disposed  of as  permitted  by this  Agreement:  (a) it is not
       subject to any assignment,  claim, lien, or security interest  whatsoever
       other than those securing the Obligations;  (b) it is not obsolete, is in
       good condition and is either currently usable or saleable;  (c) it is raw
       materials  or finished  goods;  and (d) it is valued at the lower of cost
       (on a FIFO basis) or market value."

       "Related  Documents"  shall mean the Master  Revolving  Credit Note,  the
       Master Term Note, the Security Agreements,  the Guaranty,  the Collateral
       Assignments, the Mortgages, the Pledge Agreement, the Assignment, the IRB
       Documentation,  the Subordination Agreement dated as of April 30, 1999 of
       the City of Port Washington, Wisconsin in favor of the Bank and all other
       certificates,  resolutions,  or other documents  required or contemplated
       hereunder.

       "Revolving Loan Commitment" shall mean an aggregate  principal amount not
       to exceed  $6,000,000,  or such lesser amount to which the Revolving Loan
       Commitment is reduced under Section 2.1(e).

       "Restricted  Payments" shall mean (a) dividends or other distributions by
       any Company based upon the stock of the Company (except dividends payable
       solely in stock of the  Company),  (b)  purchases,  redemptions  or other
       acquisitions,  direct  or  indirect,  by the  Company,  of  stock  of the
       Company, whether now or hereafter outstanding, (c) any other distribution
       by the  Company  in  respect  of stock  of the  Company,  whether  now or
       hereafter outstanding,  either directly or indirectly, whether in cash or
       property or otherwise, and (d) payment of management fees in an aggregate
       amount  which  exceeds  $300,000  annually  by the Company to one or more
       Affiliates, either directly or indirectly, whether in cash or property or
       otherwise.

       "Termination  Date" shall mean, as to the Revolving Loans April 30, 2004,
       and as to the Term Loan April 30, 2004, or such earlier date on which the
       Obligations shall terminate as provided in Section 7.2.

       (d) The following definitions shall be added to Section 1.1 of the Credit
Agreement and shall be placed in alphabetical order therein:

                                       3
<PAGE>



       "EBITDA" shall mean, with respect to the Company for any period,  the net
       income from the Company's operations before interest, taxes, depreciation
       and  amortization,  determined in  accordance  with GAAP and applied in a
       manner consistent with the financial statements for such period and prior
       periods.

       "Gilco"  shall mean CF Gilco,  Inc.,  a Wisconsin  corporation  which was
       merged into the Company effective as of February 1, 1998.

       "Ultra" shall mean CF Ultra Tech, Inc., a Wisconsin corporation which was
       merged into the Company effective as of February 1, 1998.

       (e) The definition of "Marketable Securities" contained in Section 1.1 of
the Credit Agreement is hereby deleted in its entirety.

       (f) Section 2.1 of the Credit Agreement is hereby amended in its entirety
to read as follows:

       " 2.1 Revolving Loans.

              (a) Prior to the  Termination  Date and so long as no Default  has
       occurred and is  continuing,  the Bank agrees on the terms and conditions
       set forth in this Agreement to extend to the Company Revolving Loans from
       time to time in amounts  not to exceed in the  aggregate  at any one time
       outstanding the lesser of (i) the Revolving Loan Commitment, and (ii) the
       Borrowing Base.  Subject to the terms of this Agreement,  the Company may
       borrow,  repay (in whole or in part) and  reborrow  the  Revolving  Loans
       prior to the Termination  Date for Revolving  Loans.  The Revolving Loans
       made  by the  Bank  to the  Company  shall  be  evidenced  by the  Master
       Revolving Credit Note.

              (b) From the  date of the  first  Revolving  Loan  and  until  all
       Revolving  Loans are paid in full,  the Company shall pay all accrued and
       unpaid interest on (i) any portion of the Revolving Loans which are LIBOR
       Rate Loans on the last day of the Loan Period, or (ii) any portion of the
       Revolving  Loans  which are not LIBOR Rate Loans on the first day of each
       month,  commencing  on the  last day of May,  1999.  Prior to an Event of
       Default,  interest shall accrue on the aggregate  unpaid principal amount
       from time to time outstanding under the Master Revolving Credit Note at a
       rate per annum equal to (i) the applicable  LIBOR Rate on each LIBOR Rate
       Loan, and (ii) the Prime Rate on Revolving Loans which are not LIBOR Rate
       Loans.  Interest shall be computed and adjusted daily based on the actual
       number of days  elapsed  in a year of 360 days.  All  outstanding  unpaid
       principal and accrued  interest on the  Revolving  Loans shall be due and
       payable on the Termination Date for the Revolving Loans.

                                       4
<PAGE>


              (c) The  Company  may obtain  Revolving  Loans by making a request
       therefor to the Bank, orally or in writing.  Such request shall specify a
       Business Day prior to the Termination  Date on which such Revolving Loans
       are to be made (the "Borrowing  Date"),  shall be received by the Bank by
       12:00 Noon (Milwaukee time) three Business Days before the Borrowing Date
       in the case of LIBOR Rate  Loans or  otherwise  by 12:00 Noon  (Milwaukee
       time)  of the  Borrowing  Date,  and  shall  specify  the  amount  of the
       Revolving  Loans  requested,  whether the Revolving Loans are to be LIBOR
       Rate Loans and, if so, the requested Loan Period; provided, however, that
       within three days after any oral request for a Revolving  Loan,  the Bank
       shall receive from the Company a written  confirmation in form acceptable
       to the Bank  confirming  the Company's  Revolving  Loan request,  and the
       Bank's  obligation  to make  further  Revolving  Loans  hereunder  to the
       Company shall be suspended until such  confirmation  has been received by
       the Bank. In the event of any inconsistency between the telephonic notice
       and  the  written  confirmation  thereof,  the  telephonic  notice  shall
       control.  The Company  shall be  obligated to repay all  Revolving  Loans
       notwithstanding the failure of the Bank to receive written  confirmation,
       and  notwithstanding  the fact that the person  requesting  the Revolving
       Loan was not in fact authorized to do so. No Revolving Loan request shall
       be modified,  altered or amended without the prior written consent of the
       Bank. Each Revolving Loan shall be in the principal  amount of the lesser
       of (i)  $25,000  or a multiple  thereof,  or (ii) the  Maximum  Available
       Commitment;  provided,  however, that the Companies may not request LIBOR
       Rate Loans in an amount less than  $250,000 per request  (and  additional
       increments of $100,000).  Upon fulfillment of the conditions specified in
       Section 4.2, the Bank shall promptly deposit the amount of such Revolving
       Loan in the  general  deposit  account of the Company  maintained  at the
       Bank.

              (d)  Revolving  Loans  which  are  not  LIBOR  Rate  Loans  may be
       converted  (in  increments  of $250,000  (and  additional  increments  of
       $100,000))  into LIBOR Rate Loans by notice  from the Company to the Bank
       meeting  the  requirements  of,  Section  2.1(c).  At  the  end  of  each
       respective  Loan Period,  LIBOR Rate Loans shall become  Revolving  Loans
       which are not LIBOR Rate Loans unless and until the Company converts such
       Revolving Loans to LIBOR Rate Loans.

              (e) On the final day of each fiscal quarter, the

                                       5
<PAGE>

       Company may, upon five Business  Days' prior written  notice to the Bank,
       permanently reduce the aggregate amount of the Revolving Loan Commitment;
       provided that no such reduction shall reduce the aggregate  amount of the
       Revolving  Loan  Commitment to an amount less than the  aggregate  unpaid
       principal  balance of the Master  Revolving  Credit Note on the effective
       date of such  reduction.  Each reduction in the Revolving Loan Commitment
       shall be in a minimum  amount of $250,000  and in integral  multiples  of
       $250,000 above such minimum."

       (g) Section 2.2 of the Credit Agreement is hereby amended in its entirety
to read as follows:

       "2.2 Term Loan.

              (a) On the date  hereof,  the Bank agrees to continue to extend to
       the Company the Term Loan in an aggregate  principal amount of $5,750,000
       and such Term Loan shall be  subject  to all of the terms and  conditions
       set  forth  in this  Agreement.  The  Term  Loan  made by the Bank to the
       Company pursuant hereto shall be evidenced by the Master Term Note.

              (b) The Company  shall pay all accrued and unpaid  interest on (i)
       any  portion  of the Term Loan which is a LIBOR Rate Loan on the last day
       of the Loan  Period,  or (ii) any portion of the Term Loan which is not a
       LIBOR Rate Loan on the first day of each  month,  commencing  on the last
       day of May,  1999,  and  continuing  until the Term Loan is paid in full.
       Prior to an Event of  Default,  interest  shall  accrue on the  aggregate
       unpaid  principal  amount  outstanding  under the Term Note at a rate per
       annum equal to (i) the applicable  LIBOR Rate if the Term Loan is a LIBOR
       Rate  Loan,  and (ii) the Prime Rate if the Term Loan is not a LIBOR Rate
       Loan.  Notwithstanding  the  foregoing,  and so  long as no  Default  has
       occurred  and is  continuing,  the Company may elect to fix the  interest
       rate  on all,  but not  less  than  all,  of the  outstanding  Term  Loan
       (provided  that no such  portion  of the  Term  Loan at the  time of such
       conversion  may be LIBOR Rate Loans) at the Fixed Term Rate by delivering
       an  irrevocable  written  notice to the Bank at least three Business Days
       prior to the effective  date of such  election as specified  therein (the
       "Fixed Term Rate Borrowing Date"); and, thereafter, interest shall accrue
       on the aggregate  unpaid  principal amount of the Term Loan at a rate per
       annum  equal to the Fixed  Term  Rate.  Interest  shall be  computed  and
       adjusted  daily based on the actual  number of days  elapsed in a year of
       360 days.  The Company  shall pay principal  outstanding  under such Term
       Note in twenty equal quarterly installments of

                                       6
<PAGE>

       principal of $200,000  each payable  commencing  on the last day of July,
       1999  and on the  last  day of each  July,  October,  January  and  April
       thereafter,  and a final  payment of the balance of all unpaid  principal
       and accrued interest on the Termination Date for such Term Loan.  Amounts
       paid or prepaid on the Term Loan may not be reborrowed.

              (c) So long as no  Default  has  occurred  and is  continuing  and
       provided that the Company has not elected to convert the Term Loan to the
       Fixed Term Rate pursuant to Section 2.2(b),  the portion of the Term Loan
       which is not a LIBOR Rate Loan may be converted into a LIBOR Rate Loan of
       at least  $250,000  (and  additional  increments  of $100,000) by written
       notice  from the  Company to the Bank and  received by Bank by 12:00 p.m.
       (Milwaukee time) three Business Days before the requested conversion date
       (such  date  which  shall be prior to the  Termination  Date for the Term
       Loan);  such notice which shall specify the amount of the Term Loan to be
       converted and the requested Loan Period. No Term Loan conversion  request
       shall be modified,  altered or amended  without the prior written consent
       of the Bank. At the end of each respective  Loan Period,  each LIBOR Rate
       Loan shall  become a Term Loan which is not a LIBOR Rate Loan  unless and
       until the Company converts such Term Loan to a LIBOR Rate Loan."

       (h)  Section  3.12 of the  Credit  Agreement  is  hereby  amended  in its
entirety to read as follows:

              " 3.12 Places of Business. The principal place of business and the
       chief executive office of the Company is located at the address specified
       in Section  8.6, and the books and records of the Company and all records
       of account are located and hereafter shall continue to be located at such
       principal place of business and chief executive office."

       (i) A new  Section  3.20 is  added  to the  Credit  Agreement  to read as
follows:

                                       7
<PAGE>

              " 3.20 Year  2000  Compliance.  All  material  computer  hardware,
       software and  databases  used by the Company are Year 2000  Compliant and
       the Company will not after the date hereof be  materially  and  adversely
       affected  by,  incur any material  cost,  material  liability or material
       expense which arises from the failure of the Company's hardware, software
       and  databases to be Year 2000  Compliant.  For purposes of this Section,
       "Year 2000 Compliant" shall mean, as to all computer  hardware,  software
       and databases,  that such hardware,  software or database  operates,  and
       will operate,  accurately  and without  interruption,  prior to and after
       December 31, 1999,  when referring to, or involving,  any year or date in
       the twentieth or twenty-first centuries."

       (j) The reference to "50 days"  contained in Section 5.3(a) of the Credit
Agreement is hereby amended in its entirety to read "60 days."

       (k)  Section  5.3(b) of the  Credit  Agreement  is hereby  amended in its
entirety to read as follows:

              " (b) as soon as available,  and in any event within 90 days after
       the close of each fiscal year of Edison  Control  Corporation,  copies of
       (i) the  detailed  annual  audit  report  for such year and  accompanying
       consolidated  financial statements for Edison Control Corporation and its
       Subsidiaries  as  of  the  end  of  such  year  (including  consolidating
       information for the Company), containing balance sheets and statements of
       income,  retained  earnings  and cash  flows  for  such  year and for the
       previous  fiscal  year,  as  audited  by  independent   certified  public
       accountants of recognized standing selected by Edison Control Corporation
       and  satisfactory  to the Bank,  which report shall be accompanied by (A)
       the  unqualified  opinion  of such  accountants  to the  effect  that the
       statements  present  fairly,  in all  material  respects,  the  financial
       position of Edison Control Corporation and its Subsidiaries as of the end
       of such year and the results of its operations and its cash flows for the
       year then  ended in  conformity  with  GAAP;  (B) a  certificate  of such
       accountants   showing  their  calculation  of  the  financial   covenants
       contained  herein and stating that their  review  disclosed no Default or
       that their  review  disclosed a Default and  specifying  the same and the
       action  taken or proposed to be taken with respect  thereto;  and (C) any
       supplementary  comments  and reports  submitted  by such  accountants  to
       Edison Control  Corporation  including the management letter, if any; and
       (ii) unaudited  internally-prepared  financial  statements for CF and its
       Subsidiaries  as of the end of such year,  containing  balance sheets and
       statements of income,  retained earnings and cash flows for

                                       8
<PAGE>

       such year and for the previous fiscal year;"

       (l) The reference to "15 days"  contained in Section 5.3(d) of the Credit
Agreement is hereby amended in its entirety to read "30 days."

       (m) Section 5.5 of the Credit Agreement is hereby amended in its entirety
to read as follows:

       " 5.5 Use of  Proceeds.  Use the entire  proceeds of the  Obligations  as
follows:

              (a) the proceeds of the Revolving  Loans shall be used for working
       capital and general corporate purposes only; and

              (b) the proceeds of the Term Loan shall be used to  refinance  (i)
       all of the  Company's  existing  term debt and a portion of the Company's
       existing   revolving  debt  to  the  Bank,  and  (ii)  to  refinance  all
       indebtedness related to the Subordinated Loan Transaction."

       (n) Section 6.8 of the Credit Agreement is hereby amended in its entirety
to read as follows:

              "6.8 Fixed Asset  Expenditures.  Purchase,  become  obligated for,
       invest  in,  acquire or  otherwise  expend  for the  acquisition  of real
       estate, machinery, equipment or other fixed assets (including capitalized
       lease   obligations)   during  any  fiscal   year  an  amount   exceeding
       $1,000,000."

       (o)  Section  6.10 of the  Credit  Agreement  is  hereby  amended  in its
entirety to read as follows:

              " 6.10 Tangible Net Worth. Permit Tangible Net Worth at the end of
       any fiscal quarter of the Companies to be less than (a) $3,250,000,  plus
       (b) 75.0% of the  Company's Net Income (but not Net Loss) for each fiscal
       year of the Company ending on or after January 31, 2000."

       (p)  Section  6.11 of the  Credit  Agreement  is  hereby  amended  in its
entirety to read as follows:

              " 6.11 Funded  Debt to EBITDA.  Permit the ratio of Funded Debt to
       EBITDA to exceed  (a) 2.50 to 1 at the end of any  fiscal  quarter of the
       Companies  from July 31, 1999 through  January 31, 2000, (b) 2.25 to 1 at
       the end of any  fiscal  quarter  of the  Companies  from  April 30,  2000
       through  January  31,  2001,  and (c)  2.0 to 1 at the end of any  fiscal
       quarter thereafter."

                                       9
<PAGE>


       (q)  Section  6.13 of the  Credit  Agreement  is  hereby  amended  in its
entirety to read as follows:

              " 6.13 Debt Service  Coverage  Ratio.  As of the end of any fiscal
       quarter,  permit  the ratio of (a) EBITDA of the  Companies  for the most
       recent four fiscal quarters,  to (b) all scheduled principal payments and
       interest  expense  paid or accrued by any Company  during the most recent
       four  fiscal  quarters,  to be less  than  (i) 2.0 to 1 at the end of any
       fiscal  quarter of the Companies  from July 31, 1999 through  January 31,
       2000,  (ii) 2.25 to 1 at the end of any fiscal  quarter of the  Companies
       from April 30, 2000 through  January 31, 2001,  and (iii) 2.5 to 1 at the
       end of any fiscal quarter thereafter."

       (r)  Section  8.6 of the Credit  Agreement  is amended  by  deleting  the
current  notice  information  for  the  Companies  and  replacing  it  with  the
following:

       "if to the Companies:      Construction Forms, Inc.
                                  777 Maritime Drive
                                  P.O. Box 308
                                  Port Washington, WI  53074
                                  Attn:  Mr. Alan Kastelic,
                                             President
                                  FAX: (414) 268-1946"

       2.2 Miscellaneous Amendments. The Credit Agreement, the Related Documents
and all other  agreements and instruments  executed and delivered  heretofore or
hereafter  pursuant  to the  Credit  Agreement  are  amended  hereby so that any
reference  therein to the Credit  Agreement shall be deemed to be a reference to
such agreements and instruments as amended by or pursuant to this Amendment.

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

       The Company hereby represents and warrants to the Bank that:

       3.1 Credit Agreement.  All of the  representations and warranties made by
the  Company  in the  Credit  Agreement  are true and  correct  in all  material
respects on the date of this Amendment. No Default or Event of Default under the
Credit Agreement has occurred and is continuing as of the date of this Amendment
(after giving effect to the limited waiver contained in Section 4.8 hereof).

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<PAGE>

       3.2 Authorization;  Enforceability. The making, execution and delivery of
this Amendment and  performance  of and compliance  with the terms of the Credit
Agreement  has been duly  authorized by all  necessary  corporate  action by the
Company.  This  Amendment  is the valid and binding  obligation  of the Company,
enforceable against the Company in accordance with its terms.

       3.3  Absence  of  Conflicting  Obligations.  The  making,  execution  and
delivery of this Amendment and  performance of and compliance  with the terms of
the  Credit  Agreement,  as  amended,  do not  violate  any  presently  existing
provision of law or the articles or  certificate of  incorporation  or bylaws of
the Company or any  agreement  to which the Company is a party or by which it or
any of its assets is bound.

                                   ARTICLE IV
                                  MISCELLANEOUS

       4.1 Continuance of Credit  Agreement.  Except as specifically  amended by
this Amendment, the Credit Agreement shall remain in full force and effect.

       4.2 Survival. All agreements, representations and warranties made in this
Amendment or in any documents delivered pursuant to this Amendment shall survive
the execution of this Amendment and the delivery of any such document.

       4.3 Governing Law. This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Wisconsin applicable to
agreements made and wholly performed within such state.

       4.4  Counterparts;  Headings.  This  Amendment may be executed in several
counterparts,  each of which shall be deemed an original,  but such counterparts
shall together  constitute but one and the same  agreement.  Article and section
headings in this  Amendment are inserted for  convenience  of reference only and
shall not constitute a part hereof.

       4.5 Severability.  Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining  provisions of this  Amendment in such  jurisdiction  or affecting the
validity or enforceability of any provision in any other jurisdiction.

       4.6  Conditions.  The  effectiveness  of this Amendment is subject to the
Bank having  received on or before the date hereof,  each of the  following,  in
form and substance satisfactory to the Bank and its counsel:

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<PAGE>


       (i)    a  certificate  of an  officer of the  Company  and dated the date
              hereof  certifying:  (A) the  adoption  and  continuing  effect of
              resolutions  of the Board of Directors of the Company  authorizing
              the execution and delivery of this  Amendment and the documents to
              be executed and delivered in connection with this  Amendment;  (B)
              that its bylaws have not been  amended  since the date of the last
              delivery of the bylaws to the Bank on June 21, 1996;  and (C) that
              an  attached  copy  of its  Articles  of  Incorporation,  recently
              certified by the Department of Financial Institutions of Wisconsin
              are in full  force and  effect on the date  hereof and have not be
              amended  since  the date of  certification  by the  Department  of
              Financial Institutions;

       (ii)   the  Subordination  Agreement  attached hereto as Exhibit L of the
              City of Port Washington, Wisconsin in favor of the Bank;

       (iii)  the Amended and Restated Master Revolving Note;

       (iv)   the Amended and Restated Master Term Note;

       (v)    an  opinion  of counsel  to the  Companies  in form and  substance
              satisfactory to the Bank;

       (vi)   evidence  satisfactory to the Bank in its sole discretion that all
              of the  conditions  outlined  in the  letter  of the  Bank  to the
              Company, dated September 4, 1998, have occurred;

       (vii)  an amendment fee in the amount of $10,000; and


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<PAGE>



       (viii) such additional supporting documents and materials as the Bank may
              reasonably request.

       4.7 Other Capitalized Terms. All capitalized terms used in this Amendment
and not specifically  defined herein shall have the definitions assigned to such
terms in the Credit Agreement.

       4.8  Waiver.  The Banks  hereby  waive  compliance  by the  Company  with
Sections  6.1(a) and (c) of the Credit  Agreement  (as in effect prior to giving
effect to this  Amendment)  as they apply to the sale of the portion of the City
of Port  Washington  property  commonly  known as "Outlot B" to the City of Port
Washington.  This  limited  waiver  shall be  effective  only  for the  specific
purposes  set forth in this  Section  and shall not be deemed to be a further or
continuing waiver of any other Section of the Credit Agreement.

       IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to Credit Agreement as of the day and year first written above.


                                              CONSTRUCTION FORMS, INC.


                                              By:
                                                 -------------------------------

                                                   ---------------, ------------

                                              CF GILCO, INC.

                                              By: CONSTRUCTION FORMS, INC.


                                              By:
                                                 -------------------------------

                                                   ---------------, ------------


                                              CF ULTRA TECH, INC.

                                              By: CONSTRUCTION FORMS, INC.


                                              By:
                                                 -------------------------------

                                                   ---------------, ------------


                                              LASALLE NATIONAL BANK


                                              By:
                                                 -------------------------------
                                                 James A. Meyer,
                                                 First Vice President


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