CREDIT AGREEMENT

                                      AMONG

                                LADISH CO., INC.,

                    THE FINANCIAL INSTITUTIONS PARTIES HERETO

                                       AND

                          FIRSTAR BANK MILWAUKEE, N.A.,

                                    AS AGENT




                          DATED AS OF FEBRUARY 15, 1999



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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.   Definitions                                                               1

2.   The Credit Facilities; Fees

     2.1      Revolving Loans                                                 11
     2.2      Interest Rate Options                                           12
     2.3      Borrowing Procedure for Revolving Loans                         12
     2.4      Continuation and Conversion Procedure                           14
     2.5      Commitment Fee                                                  14
     2.6      Reduction or Termination of Revolving
               Loan Commitment                                                15
     2.7      Interest Rates                                                  15
     2.8      Payments                                                        16
     2.9      Prepayments                                                     16
     2.10     Additional LIBOR Rate Loan Provisions                           17
     2.11     Setoff                                                          18
     2.12     Pro Rata Treatment; Sharing of Payments                         18
     2.13     Capital Adequacy                                                19
     2.14     Yield Protection                                                19
     2.15     Taxes                                                           20
     2.16     Other Fees                                                      22
     2.17     Use of Proceeds                                                 23
     2.18     Lender Withdrawal Prior to Effective
               Date; Replacement Lender                                       23

3.   Representations and Warranties

     3.1      Organizations, Subsidiaries; Corporate Power                    24
     3.2      Authorization and Binding Effect                                24
     3.3      Financial Statements                                            24
     3.4      Litigation                                                      25
     3.5      Restricted Payments                                             25
     3.6      Indebtedness; No Default                                        25
     3.7      Ownership of Properties; Liens and Encumbrances                 25
     3.8      Tax Returns Filed                                               26
     3.9      Margin Stock                                                    26
     3.10     Investment Company                                              26

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     3.11     ERISA Liabilities                                               26
     3.12     No Burdensome Agreements                                        27
     3.13     Trademarks, Etc.                                                27
     3.14     Dump Sites                                                      27
     3.15     Tanks                                                           27
     3.16     Other Environmental Conditions                                  27
     3.17     Changes in Laws                                                 28
     3.18     Environmental Judgments, Decrees and Orders                     28
     3.19     Environmental Permits and Licenses                              28
     3.20     Year 2000                                                       28
     3.21     Accuracy of Information                                         28

4.   Conditions for Borrowing

     4.1      On or Before the Date of Execution of this Agreement            28
     4.2      On or Before the Effective Date                                 29
     4.3      On or Before Each Subsequent Borrowing Date                     31

5.   Affirmative Covenants

     5.1      Annual Financial Statement                                      31
     5.2      Interim Financial Statements                                    32
     5.3      Management Letters                                              32
     5.4      Other Financial Information                                     32
     5.5      Books and Records; Inspection                                   32
     5.6      Insurance                                                       32
     5.7      Condition of Property                                           33
     5.8      Payment of Taxes                                                33
     5.9      Compliance with Law                                             33
     5.10     ERISA Certificate                                               33
     5.11     Compliance with Other Loan Documents                            34
     5.12     Notice of Default or Claimed Default                            34

6.   Negative Covenants

     6.1      Restricted Payments                                             34
     6.2      Limitations on Indebtedness                                     35
     6.3      Limitations on Guaranty Obligations                             35
     6.4      Limitations on Lease Obligations                                35
     6.5      Limitation on Liens and Encumbrances                            35
     6.6      Limitation on Mergers, Etc.                                     35
     6.7      Limitation on Acquisitions, Advances and Investments            35


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     6.8      Lines of Business                                               36
     6.9      Sales of Receivables                                            36
     6.10     Sales of Subsidiaries                                           36
     6.11     Sale and Leaseback                                              36
     6.12     Indebtedness to Capitalization Ratio                            36
     6.13     Interest Coverage Ratio                                         36
     6.14     Indebtedness to EBITDA Ratio                                    36
     6.15     Transactions with Affiliates                                    36

7.   Events of Default; Remedies

     7.1      Events of Default                                               37
     7.2      Remedies                                                        38

8.   The Agent

     8.1      Appointment and Duties of Agent and Issuing Bank                39
     8.2      Discretion and Liability of the Agent                           39
     8.3      Notice of Default                                               39
     8.4      Consultation                                                    39
     8.5      Communications To and From the Agent                            40
     8.6      Limitations of Agency                                           40
     8.7      No Representation or Warranty                                   40
     8.8      Lender Credit Decision                                          40
     8.9      Indemnity                                                       40
     8.10     Resignation or Removal of Agent; Successor
               Agent                                                          41

9.   Miscellaneous

     9.1      Survival of Representations and Warranties                      41
     9.2      Indemnification                                                 42
     9.3      Expenses                                                        42
     9.4      Notices                                                         42
     9.5      Assignments and Participations                                  43
     9.6      Titles                                                          44
     9.7      Parties Bound; Waiver                                           44
     9.8      Governing Law                                                   45
     9.9      Submission to Jurisdiction; Service of
               Process                                                        45
     9.10     Waiver of Jury Trial                                            45
     9.11     Limitation of Liability                                         46


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     9.12     Amendments                                                      46
     9.13     Counterparts                                                    46
     9.14     Entire Agreement                                                46

                                    Schedules

              Schedule 1.1:      Existing Liens and Security Interests
              Schedule 3.4:      Litigation
              Schedule 3.18:     Environmental Matters
              Schedule 3.20      Year 2000 Compliance
              Schedule 6.3       Guaranty Obligations


                                Exhibits


              Exhibit A:         Form of Revolving Note
              Exhibit B:         Form of Notice of Borrowing
              Exhibit C          Form of Conversion/Continuation Notice
              Exhibit D:         Form of Opinion of Company Counsel
              Exhibit E          Form of Assignment and Assumption



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                                CREDIT AGREEMENT


               THIS CREDIT  AGREEMENT,  dated as of February 15, 1999,  is among
LADISH CO.,  INC.,  a  Wisconsin  corporation  (the  "Company"),  the  financial
institutions  parties  hereto  (individually  a "Lender"  and  collectively  the
"Lenders") and FIRSTAR BANK  MILWAUKEE,  N.A., as agent for the Lenders (in such
capacity, the "Agent"). The parties hereto agree as follows:

               1.  Definitions.  As used in this Agreement,  the following terms
have the following meanings:

                    "Adjusted  LIBOR Rate"  means,  with respect to a LIBOR Rate
Loan for the relevant  Interest  Period,  a rate per annum (rounded  upward,  if
necessary,  to the next higher 1/16 of 1%) determined according to the following
formula:

               Adjusted LIBOR Rate =           LIBOR Rate
                                    ------------------------------------
                                    1.00 - LIBOR Reserve Requirement

                    "Affiliate"  of any Person means any other Person,  directly
or  indirectly  controlling,  controlled  by or under  common  control with such
Person.  A Person shall be deemed to control  another Person if the  controlling
Person owns 10% or more of any class of voting  securities  (or other  ownership
interests) of the controlled  Person or possesses,  directly or indirectly,  the
power to direct or cause the  direction  of the  management  or  policies of the
controlled Person, whether by ownership of stock (or other ownership interests),
by contract or otherwise.

                    "Amortization  Expense" means, for any period, the aggregate
amount reported as an expense by the Company and its  Consolidated  Subsidiaries
for the  amortization  of  intangible  assets on the  consolidated  statement of
income for such period of the Company and its Consolidated Subsidiaries.

                    "Applicable  Margin"  means  (a) in the  case of  Base  Rate
Loans,  minus 100 basis  points  (-1.0%)  per annum and (b) in the case of LIBOR
Rate Loans, plus 75 basis points (.75%) per annum.

                    "Base Rate" means,  for any day, the higher of (a) 0.50% per
annum above the latest Federal Funds Rate for such day and (b) the Prime Rate in
effect for such day.

                    "Base Rate Loans" means a Revolving Loan that bears interest
at a rate determined by reference to the Base Rate.

<PAGE>

                    "Borrowing  Date" means each date on which a Revolving  Loan
is made by a Lender to the Company.

                    "Business  Day" means a day (other than  Saturday or Sunday)
on which banks are open for business in Milwaukee , Wisconsin  and, with respect
to the  making,  payment or rate  determination  of a LIBOR Rate Loan,  a day on
which dealings in United States  dollars are carried on in the London  interbank
market.

                    "Capitalized  Lease  Obligations" means the aggregate amount
of the obligations of the Company and its  Consolidated  Subsidiaries  under any
lease or rental arrangement which would be capitalized under GAAP and shown as a
liability on the consolidated  balance sheet of the Company and its Consolidated
Subsidiaries.

                    "Change in Control" means the acquisition by any Person,  or
two or more  Persons  acting in concert,  of  beneficial  ownership  (within the
meaning  of Rule  13d-3 of the  Securities  and  Exchange  Commission  under the
Securities  Exchange  Act of 1934) of 35% or more of the  outstanding  shares of
voting stock of the Company.

                    "Code" means the Internal Revenue Code of 1986, as amended.

                    "Consolidated   Subsidiaries"   means   Subsidiaries   whose
financial  statements are  consolidated  with those of the Company in accordance
with GAAP.

                    "Controlled  Group"  means a group of trades  or  businesses
(whether  or  not  incorporated)   under  common  control,  as  defined  in  the
regulations  issued  pursuant  to  section  414(c)  of the  Code or  such  other
regulations  prescribed by the Pension Benefit Guaranty  Corporation pursuant to
section 4001(b)(1) of ERISA, of which the Company is a part.

                    "Conversion/Continuation   Notice"   means   a   notice   in
substantially the form of Exhibit C.

                    "Default" means any act, event, condition or omission which,
with the giving of notice or lapse of time, would constitute an Event of Default
if uncured or unremedied.

                    "Depreciation  Expense" means, for any period, the aggregate
amount reported as an expense by the Company and its Consolidated Subsidiaries

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for the depreciation of tangible assets on the consolidated  statement of income
for such period of the Company and its Consolidated Subsidiaries.

                    "Earnings  Before  Taxes"  means,  for any  period,  the Net
Earnings of the Company and its  Consolidated  Subsidiaries,  but before  income
taxes,  as reported on the  consolidated  statement of income for such period of
the Company and its Consolidated Subsidiaries.

                    "Effective Date" means July 1, 1999.

                    "Eligible  Assignee"  means (a) a commercial  bank organized
under the laws of the United States, or any state thereof, and having a combined
capital and surplus of at least  $100,000,000,  (b) a commercial  bank organized
under the laws of any other  country which is a member of the  Organization  for
Economic  Cooperation and  Development,  or a political  subdivision of any such
country,  and having a combined  capital  and  surplus of at least  $100,000,000
(provided  that such bank is acting  through a branch or agency  located  in the
United  States) and (c) a Person that is  primarily  engaged in the  business of
commercial banking and which is an Affiliate of a Lender.

                    "Environmental Laws" means all federal, state and local laws
including statutes, regulations, ordinances, codes, rules and other governmental
restrictions and requirements relating to the discharge of air pollutants, water
pollutants or process waste water or otherwise  relating to the  environment  or
hazardous  substances  including,  but not limited  to, the Federal  Solid Waste
Disposal  Act,  the  Federal  Clean Air Act,  the Federal  Clean Water Act,  the
Federal   Resource   Conservation   and  Recovery  Act  of  1976,   the  Federal
Comprehensive  Environmental  Response,  Compensation and Liability Act of 1980,
regulations of the Environmental  Protection Agency,  regulations of the Nuclear
Regulatory  Commission  and  regulations  of any  state  department  of  natural
resources or state environmental  protection agency now or at any time hereafter
in effect.

                    "ERISA" means, at any date, the Employee  Retirement  Income
Security Act of 1974, and the regulations  thereunder,  all as the same shall be
in effect at such date.

                    "Event of Default" means the occurrence of any of the events
described in section 7.1.

                    "Federal  Funds Rate" means,  for any day, an interest  rate
per annum equal to the weighted average of the rates on overnight, Federal funds
transactions  with  members of the Federal  Reserve  System  arranged by Federal
Funds brokers on such day, as published for such day by the Federal Reserve Bank
of New York in the weekly statistical release designated as H.15(519), or any


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successor  publication,  on the  preceding  Business  Day  opposite  the caption
"Federal Funds Rate  (Effective)",  or, if such rate is not so published for any
day which is a Business Day, the average of the  quotations for such day on such
transactions  received  by  the  Agent  from  three  Federal  funds  brokers  of
recognized standing selected by it. In the case of a day which is not a Business
Day, the Federal Funds Rate for such day shall be the Federal Funds Rate for the
preceding Business Day.

                    "Firstar"  means  Firstar Bank  Milwaukee,  N.A., a national
banking association.

                    "GAAP" means  generally  accepted  accounting  principles in
effect in the United States from time to time.

                    "Guaranty   Obligations"   means  any  direct  or   indirect
liability or obligation of the Company or any  Subsidiary  under any  agreement,
undertaking or arrangement  under which the Company or a Subsidiary  guarantees,
endorses  or  otherwise  becomes  or is liable  for an  obligation  of any other
Person.

                    "Indebtedness" of a Person means, without duplication,  such
Person's (a) obligations for borrowed money,  (b) obligations  representing  the
deferred  purchase  price of property or services  (other than accounts  payable
arising  in the  ordinary  course of such  Person's  business  payable  on terms
customary in the trade), (c) obligations,  whether or not assumed,  secured by a
mortgage lien, pledge or security  interest on the property of such Person,  (d)
obligations which are evidenced by notes, acceptances or other instruments,  (e)
Capitalized  Lease  Obligations,   (f)  obligations  arising  pursuant  to  Swap
Contracts and (g) obligations  for which such Person is obligated  pursuant to a
letter of credit.

                    In the case of the Company,  for  purposes of the  financial
covenants  in section 6 of this  Agreement,  the  Indebtedness  under clause (f)
shall be valued at the Swap Termination Value if a "termination event" or "event
of default" has occurred under the Swap Contract and, at all other times,  shall
be deemed to be $0.

                    "Indebtedness   to    Capitalization    Ratio"   means   the
relationship, expressed as a numerical ratio, between:

                         (a) Indebtedness;

and

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<PAGE>

                         (b) the sum of (i) Indebtedness and (ii) Total Equity;

all as  determined  without  duplication  in  accordance  with GAAP applied on a
consistent basis to the Company and its Consolidated Subsidiaries as of the date
of determination.

                    "Indebtedness  to  EBITDA  Ratio"  means  the  relationship,
expressed as a numerical ratio, between:

                         (a) Indebtedness, as of the date of determination;

and

                         (b) the sum of (i) Earnings Before Taxes, (ii) Interest
Expense,  (iii) Depreciation Expense and (iv) Amortization Expense, in each case
for  the  four  quarter  period  ending  on the  date of  determination;  all as
determined in accordance with GAAP applied on a consistent  basis to the Company
and  its  Consolidated  Subsidiaries;  provided,  however,  if the  Company  (a)
acquires the capital stock or other  ownership  interests of another Person (the
"Acquired  Company")  which,  upon  completion  of the  transaction,  becomes  a
Subsidiary or (b) acquires  assets from another Person (the "Acquired  Assets"),
then the Earnings  Before  Taxes,  Interest  Expense,  Depreciation  Expense and
Amortization  Expense  of the  Acquired  Company,  or,  in the case of  Acquired
Assets, the portion thereof  attributable to the Acquired Assets, shall be added
to or subtracted  from, as the case may be, those of the Company for the portion
of the four quarter period preceding the date of determination  that the Company
did not own the  Acquired  Company or the  Acquired  Assets.  The Company  shall
separately  identify any amounts  relating to an Acquired Company or to Acquired
Assets in the  financial  covenant  calculations  required to be provided  under
section 5.2.

                    "Interest Coverage Ratio" means the relationship,  expressed
as a numerical ratio, between:

                         (a) the  sum of (i)  Earnings  Before  Taxes  and  (ii)
Interest Expense;

and

                         (b) Interest Expense;

all as  determined  without  duplication  in  accordance  with GAAP applied on a
consistent basis to the Company and its  Consolidated  Subsidiaries for the four
quarter period ending on the date of determination.


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<PAGE>

                    "Interest  Expense"  means,  for any period,  the  aggregate
amount which would be reported as paid, incurred, or accrued as interest expense
on the  consolidated  statement of income for such period of the Company and its
Consolidated Subsidiaries.


                    "Interest  Period" means, with respect to a LIBOR Rate Loan,
a period of one, two or three months  commencing  on (and  including) a Business
Day  selected  by the  Company  pursuant  to  section  2.4(a)  or 2.5(c) of this
Agreement and ending on (but excluding) the day which corresponds numerically to
such  date  one,  two or three  months  thereafter  (or,  if such  month  has no
numerically  corresponding  date,  on the  last  Business  Day of  such  month),
provided that:

                         (a) if an Interest  Period would otherwise end on a day
which  is not a  Business  Day,  such  Interest  Period  shall  end on the  next
following  Business  Day (unless  such next  following  Business Day is in a new
calendar month in which case such Interest  Period shall end on the  immediately
preceding Business Day); and

                         (b) no Interest  Period may end later than the Maturity
Date, in the case of a Revolving Loan.

                    "Lease  Obligations"  means, at any date, the obligations of
the  Company  or any  Subsidiary  under  leases  of  real or  personal  property
(including taxes, insurance,  maintenance and similar expenses which the Company
or a  Subsidiary  is required  to pay under any such lease)  whether or not such
obligations  are reflected as liabilities on the  consolidated  balance sheet of
the  Company  or  in  a  note  thereto  excluding,  however,  Capitalized  Lease
Obligations.

                    "LIBOR  Rate"  means,  with respect to a LIBOR Rate Loan for
the applicable  Interest  Period,  the interest rate at which deposits in United
States  dollars,  in an amount  approximately  equal to the requested LIBOR Rate
Loan and having a maturity approximately equal to the requested Interest Period,
are  offered  to the  Agent by prime  banks in the  London  interbank  market at
approximately  11 a.m. (London time) two Business Days prior to the first day of
such  Interest  Period.  The LIBOR Rate  determined  by the Agent shall,  in the
absence of manifest error, be conclusive.

                    "LIBOR Rate Loan" means a Revolving Loan bearing interest at
a rate determined by reference to the Adjusted LIBOR Rate.

                    "LIBOR Reserve  Requirement"  means, with respect to a LIBOR
Rate Loan for the applicable  Interest  Period,  the percentage  (expressed as a
decimal) equal to the maximum aggregate reserve requirements (including,


                                       6
<PAGE>

without limitation, any marginal,  special, emergency and supplemental reserves)
established  by the  Board  of  Governors  of the  Federal  Reserve  System  for
"eurocurrency  liabilities"  (as defined in Regulation D of such Board),  or for
other  liabilities  which include  deposits of the type used in determining  the
LIBOR Rate, having a term approximately equal to the applicable Interest Period.

                    "Loan"  means an  extension  of  credit  by a Lender  to the
Company in the form of a Revolving Loan.

                    "Loan  Documents"  means this  Agreement,  the Notes and all
other documents, instruments and agreements related to or executed in connection
with this Agreement and the transactions contemplated hereby.

                    "Majority   Lenders"  means  the  Lenders   holding  in  the
aggregate at least 51% of the  aggregate  outstanding  principal  balance of the
Loans or, if there are no Loans outstanding,  Lenders whose aggregate Percentage
is at least 51%.

                    "Maturity Date" means June 29, 2000, or such earlier date on
which the Agent  declares  the Notes to be, or the Notes  automatically  become,
immediately due and payable pursuant to section 7.2 of this Agreement.

                    "Multiemployer  Plan" means any pension benefit plan subject
to Title IV of ERISA as  defined in section  4001(a)(3)  of ERISA,  to which the
Company,  any of its  Subsidiaries  or any  member  of the  Controlled  Group is
required to contribute on behalf of its employees.

                    "Net Earnings" means, for any period, the excess of:

                         (a) all revenues and income derived from  operations in
the ordinary course of business (excluding  extraordinary gains and profits upon
the disposition of investments and fixed assets),

over

                         (b) all  expenses  and  other  proper  charges  against
income  (including  payment or  provision  for all  applicable  income and other
taxes,  but excluding  extraordinary  losses and losses upon the  disposition of
investments and fixed assets),

all as  determined  for  such  period  in  accordance  with  GAAP  applied  on a
consistent basis to the Company and its Consolidated Subsidiaries.

                    "Note"  means  a  Revolving   Note  and  "Notes"  means  all
Revolving Notes.


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<PAGE>

                    "Notice of Borrowing"  means a notice in  substantially  the
form of Exhibit B.

                    "Percentage" means, for each Lender:

                         (a) a percentage equal to such Lender's  Revolving Loan
Commitment  divided by the aggregate  Revolving Loan Commitments of all Lenders;
or,

                         (b) if the aggregate  Revolving Loan Commitments of all
Lenders have been terminated,  a percentage  equal to the outstanding  principal
amount  of  Loans  made by such  Lender  divided  by the  aggregate  outstanding
principal amount of Loans made by all Lenders;

and the  Percentage of each Lender as of the date of execution of this Agreement
is set forth opposite its signature hereto.

                    "Permitted  Liens"  means (a) security  interests  and liens
listed on Schedule 1.1 attached hereto,  provided that the Indebtedness  secured
thereby  shall not be  renewed,  extended  or  increased;  (b) liens for  taxes,
assessments or  governmental  charges not delinquent or being  contested in good
faith  by  the  Company  or any  Subsidiary  for  which  adequate  reserves  are
established and maintained in accordance with GAAP; (c) construction lien claims
not delinquent;  (d) purchase money security  interests or liens on any property
to be used by the Company or a Subsidiary  in the normal course of its business,
and created or incurred simultaneously with the acquisition of such property, if
such  security  interest or lien is limited to the  property so acquired and the
aggregate  Indebtedness  incurred by the Company and its Subsidiaries during any
fiscal  year  which is  secured by such  security  interests  and liens does not
exceed   $2,000,000;   (e)  liens  or  deposits  in  connection   with  worker's
compensation  or other  insurance or to secure the  performance  of bids,  trade
contracts  (other  than  for  borrowed  money),   leases,  public  or  statutory
obligations, surety or appeal bonds or other obligations of like nature incurred
in the ordinary course of business;  (f) security  interests or liens in respect
of  capital  assets  acquired  pursuant  to  capitalized  leases,  provided  the
aggregate  Capitalized  Lease  Obligations  (determined in accordance with GAAP)
under all  capitalized  leases does not exceed  $2,000,000;  and (h)  easements,
restrictions,  minor  title  irregularities  and similar  matters  which have no
material  adverse effect as a practical  matter upon the ownership or use of its
property by the Company or any Subsidiary.

                    "Permitted Swap Contract" means a Swap Contract  between the
Company  and a  Lender  (or any  Affiliate  of a  Lender);  provided  that  such
agreement is entered into in the ordinary course of business by the Company for


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<PAGE>

the purpose of  mitigating  the  Company's  risks with respect to interest  rate
volatility and not for the purpose of speculation.

                    "Person"  means any  natural  person,  corporation,  limited
liability  company,  joint  venture,  partnership,  association,  trust or other
entity or any government or political  subdivision or any agency,  department or
instrumentality thereof.

                    "Plan" means any pension benefit plan subject to Title IV of
ERISA,  including any Multiemployer Plan,  maintained by the Company, any of its
Subsidiaries or any member of the Controlled Group or any such Plan to which the
Company,  any of its  Subsidiaries  or any  member  of the  Controlled  Group is
required to contribute on behalf of its employees.

                    "Prime  Rate"  means the rate of interest  announced  by the
Agent from time to time as its base rate for interest rate  determinations.  The
Prime Rate may or may not be the lowest interest rate charged by the Agent.

                    "Quoted Rate" means,  as to a Swing Line Loan, the per annum
rate of  interest  quoted to the  Company  by  Firstar  as the rate of  interest
applicable to the Swing Line Loan requested by the Company.

                    "Quoted  Rate  Loan"  means a Swing  Line  Loan  that  bears
interest based on the Quoted Rate.

                    "Reportable  Event" means a reportable event as that term is
defined in ERISA.

                    "Restricted Payments" means dividends or other distributions
by the  Company  or any  Subsidiary  based  upon the  stock  or other  ownership
interest  of the  Company or any  Subsidiary  (except  dividends  payable to the
Company and  dividends  payable  solely in stock of the Company) and  purchases,
redemptions and other  acquisitions,  direct or indirect,  by the Company or any
Subsidiary,  of the stock or other  ownership  interest  of the  Company  or any
Subsidiary.

                    "Revolving  Loan"  means  a Loan  made  by a  Lender  to the
Company pursuant to section 2.1 of this Agreement.

                    "Revolving  Loan  Commitment"  means the  obligation of each
Lender  to make  Revolving  Loans  to the  Company.  The  total  Revolving  Loan
Commitment  of the Lenders is  $100,000,000  as of the date of the  execution of
this Agreement and is subject to reduction from time to time pursuant to section
2.6 and is further  subject to reduction and  reinstatement  pursuant to section
2.18. The


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<PAGE>

Revolving  Loan  Commitment  of each Lender as of the date of  execution of this
Agreement is set forth opposite its signature hereto.

                    "Revolving  Note" means a promissory  note of the Company in
the form of Exhibit A, appropriately completed,  evidencing Revolving Loans made
by a Lender to the Company and "Revolving Notes" means each Revolving Note.

                    "Subordinated Debt" means Indebtedness for borrowed money of
the  Company  or any  of  its  Subsidiaries,  the  payment  of  which  is  fully
subordinated,  in a manner  satisfactory to the Lenders, to the prior payment of
the Notes.

                    "Subsidiary"   means  as  of  a  particular   date  (a)  any
corporation  more than 50% of whose  outstanding  stock having  ordinary  voting
power for the election of directors  shall at the time be owned or controlled by
the Company or by one of its Subsidiaries and (b) any limited  liability company
more  than 50% of whose  outstanding  ownership  interests  shall at the time be
owned or controlled by the Company or by one of its Subsidiaries.

                    "Swap  Contract"  means any agreement  (including any master
agreement  and the  schedules  thereto)  designed to protect at least one of the
parties thereto from  fluctuations in interest rates,  exchange rates or forward
rates  including,  but not  limited  to,  dollar-denominated  or  cross-currency
interest  rate  exchange  agreements,   forward  currency  exchange  agreements,
interest rate swap, cap or collar agreements,  forward rate currency or interest
rate options, puts and warrants.

                    "Swap  Termination  Value"  means,  in  respect  to any Swap
Contract, the termination value determined in accordance with such Swap Contract
after taking into account any legally enforceable netting agreement.

                    "Swing Line Loan" means a Revolving Loan made to the Company
by Firstar  pursuant to Section 2.1(b).  Swing Line Loans shall be a subfacility
of Firstar's  Revolving Loan  Commitment and thus, a subfacility of the Lenders'
total Revolving Loan Commitment.

                    "Term Loan" means an advance by a Lender to the Company with
a duration of one,  three or five years to be used by the Company to finance (or
refinance  Revolving  Loans made to finance)  the  acquisition  of the  business
and/or assets of another Person. Term Loans will be made only upon the execution
and delivery of an amendment to this Agreement  containing  terms and conditions
acceptable to the Company and all of the Lenders.


                                       10
<PAGE>

                    "Total   Equity"  means  the   aggregate   amount  shown  as
shareholders'  equity  as  reported  on the  consolidated  balance  sheet of the
Company and its Consolidated Subsidiaries.

                    "Type" means, with respect to any Revolving Loan, its nature
as a Base Rate Loan or as a LIBOR Rate Loan.

               2. The Credit Facilities; Fees.

                    2.1  Revolving Loans.

                         (a) During the period  from the  Effective  Date to the
Maturity Date, each Lender will make Revolving Loans to the Company,  subject to
the terms and conditions hereof, in an amount equal to such Lender's  Percentage
of the amount of  Revolving  Loans  requested  by the Company on the  applicable
Borrowing  Date,  up to the  maximum  amount  at any  time  outstanding  of such
Lender's Revolving Loan Commitment;  provided,  however,  that the Lenders shall
have no  obligation  to make  Revolving  Loans to the Company if,  after  giving
effect  thereto,  the  sum of the  aggregate  outstanding  principal  amount  of
Revolving Loans would exceed the total Revolving Loan  Commitments.  Within such
maximum amount Revolving Loans may be made, repaid and made again. The Revolving
Loans made by a Lender  shall be  evidenced  by a Revolving  Note payable to the
order of such Lender and shall be payable on the Maturity  Date.  Although  each
Revolving  Note  shall be  expressed  to be  payable  in the amount of the payee
Lender's  Revolving Loan  Commitment on the Effective Date, the Company shall be
obligated to pay only the amount of Revolving Loans actually disbursed to or for
the account of the Company by the payee  Lender,  together  with interest on the
unpaid balance of the sums so disbursed,  which remain  outstanding from time to
time as shown on the records of the payee Lender. Except as set forth below, the
Revolving Loans made by the Lenders on a Borrowing Date shall be made ratably in
accordance with each Lender's Percentage.

                         (b) The parties  agree that for ease of  administration
and to avoid  frequent  transfers  of funds,  Firstar may at its option and from
time to time make Swing Line Loans to the Company without proportionate loans by
the other  Lenders.  Notwithstanding  any  provision  of this  Agreement  to the
contrary:

                              (i) The aggregate  outstanding principal amount of
all outstanding Swing Line Loans shall not exceed $5,000,000;


                                       11
<PAGE>

                              (ii) The  Company may request a Swing Line Loan by
a  telephonic  request  therefor  to Firstar  not later than 3 p.m.,  Milwaukee,
Wisconsin time on the requested Borrowing Date;

                              (iii) Swing Line Loans shall be  evidenced  by the
Revolving Note payable to the order of Firstar;

                              (iv) Swing Line Loans  shall be Base Rate Loans or
Quoted Rate Loans, at the option of the Company; and

                              (v) Swing Line Loans may be prepaid at any time in
whole or in part without  premium or penalty and all  payments of principal  and
interest  made by the Company on Swing Line Loans shall be made to and  retained
by Firstar.

                    Except  as  expressly  set  forth  to the  contrary  in this
Agreement,  Swing  Line  Loans  shall  be  governed  by the  provisions  of this
Agreement applicable to Revolving Loans.

                    During any period that any Swing Line Loans are outstanding,
the Lenders  agree that at any time,  upon the  request of Firstar,  each Lender
will make a Revolving Loan to the Company by  transferring  to Firstar an amount
equal to such  Lender's  Percentage of the  aggregate  principal  amount of, and
accrued interest on, the Swing Line Loans then outstanding.  Such transfer shall
be considered a Revolving  Loan (which shall be a Base Rate Loan) by that Lender
to the  Company and a payment of the Swing Line Loans by the Company to Firstar.
If an Event of Default  occurs  while  Swing Line  Loans are  outstanding,  each
Lender agrees to purchase from Firstar,  at any time upon Firstar's  request,  a
participation  in such  Swing  Line  Loans in an amount  equal to such  Lender's
Percentage of the then outstanding principal amount of, and accrued interest on,
the Swing Line Loans, and the principal amount of such participation  shall bear
interest at the greater of the Base Rate or the interest rate in effect for such
Swing Line Loans.

               2.2 Interest Rate Options. Revolving Loans, except for Swing Line
Loans, may be Base Rate Loans or LIBOR Rate Loans, or a combination thereof. The
Company  shall select the Type of Revolving  Loan (and in the case of LIBOR Rate
Loans,  the applicable  Interest  Period) in accordance with sections 2.3(a) and
2.4(c).  The aggregate  principal amount of LIBOR Rate Loans made by the Lenders
on a  Borrowing  Date,  or  pursuant to an election by the Company to either (a)
convert  Base Rate Loans to LIBOR Rate Loans or (b)  continue  LIBOR Rate Loans,
shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000
above such minimum. After giving effect to any


                                       12
<PAGE>

advance under section 2.1 or conversion or continuation under section 2.4, there
may not be more than 10 different Interest Periods in effect.

               2.3 Borrowing Procedure for Revolving Loans.

                    (a) The Company shall request  Revolving Loans by submitting
a Notice of Borrowing to the Agent.  The Notice of Borrowing must be received by
the  Agent  (i) in the  case of  LIBOR  Rate  Loans,  not  later  than 11  a.m.,
Milwaukee,  Wisconsin time, on a Business Day which is three Business Days prior
to the requested  Borrowing  Date (which must be a Business Day) and (ii) in the
case of Base Rate Loans, not later than 11 a.m.,  Milwaukee,  Wisconsin time, on
the  requested  Borrowing  Date (which must be a Business  Day).  Each Notice of
Borrowing must specify the amount of the requested  Revolving Loans, the Type of
requested  Revolving  Loans and, if the Company  requests LIBOR Rate Loans,  the
applicable Interest Period. The aggregate amount of each type of Revolving Loans
made on each  Borrowing  Date shall be in a minimum  amount of $1,000,000 and in
integral  multiples  of $100,000  above such  minimum.  Each Notice of Borrowing
shall be irrevocable and shall  constitute a  certification  by the Company that
the  borrowing  conditions  specified  in  sections  4.3(b) and  4.3(c)  will be
satisfied on the specified  Borrowing  Date. The Agent will promptly  notify the
Lenders  of the  requested  Revolving  Loans.  On or  before 3 p.m.,  Milwaukee,
Wisconsin  time, on the specified  Borrowing  Date each Lender shall deposit its
Percentage  of the  requested  Revolving  Loans  with the  Agent in  immediately
available funds. Upon fulfillment of the applicable  borrowing  conditions,  the
Agent shall deposit the Revolving Loans in the Company's account maintained with
the Agent or as the Company may otherwise direct in writing.

                    (b) Unless the Agent shall have been  notified by telephone,
confirmed  promptly  thereafter  in writing,  by a Lender not later than 2 p.m.,
Milwaukee,  Wisconsin  time, on a Borrowing  Date that such Lender will not make
available  to the Agent such  Lender's  Percentage  of the  requested  Revolving
Loans,  the Agent may assume that such Lender has made such amount  available to
the Agent and, in reliance upon such assumption, the Agent may (but shall not be
required)  to  make   available  to  the  Company  on  such   Borrowing  Date  a
corresponding  amount.  If and to the extent that such Lender  shall not have so
made such amount available to the Agent and the Agent in such  circumstances has
made such amount available to the Company, such Lender shall on the Business Day
following  the  Borrowing  Date make such amount,  together with interest at the
Federal Funds Rate for each day during such period,  available to the Agent.  If
such amount is so made  available,  such  payment to the Agent shall  constitute
such  Lender's  Revolving  Loan on the  Borrowing  Date for all purposes of this
Agreement. If such amount is not made available to the Agent on the Business Day
following the Borrowing Date, the Agent shall notify the Company of such


                                       13
<PAGE>

failure to fund and, upon demand by the Agent, the Company shall pay such amount
to the Agent for the Agent's account  together with interest  thereon,  for each
day from the date the Agent made such  amount  available  to the  Company to the
date such  amount is repaid to the Agent,  at the  interest  rate  specified  in
section 2.7(a).

                    (c) The failure of any Lender to make a Revolving Loan shall
not relieve any other  Lender of its  obligation  hereunder  to make a Revolving
Loan on the applicable  Borrowing  Date, but no Lender shall be responsible  for
the failure of any other  Lender to make the  Revolving  Loan to be made by such
other Lender on the applicable Borrowing Date.

               2.4  Continuation and Conversion Procedure.

                    (a) Base Rate Loans shall continue as Base Rate Loans unless
and until  converted  into LIBOR Rate Loans.  The Company may elect from time to
time,  subject to the terms and conditions of this Agreement,  to convert all or
any part of the outstanding Base Rate Loans into LIBOR Rate Loans.

                    (b) At the end of the applicable  Interest  Period for LIBOR
Rate Loans,  such LIBOR Rate Loans shall be  automatically  converted  into Base
Rate Loans unless the Company  shall have given the Agent  notice in  accordance
with section 2.4(c)  requesting that, at the end of such Interest  Period,  such
LIBOR Rate Loans continue as LIBOR Rate Loans.

                    (c) The Company  shall  deliver a  Conversion/  Continuation
Notice to the Agent for each  conversion of Base Rate Loans or  continuation  of
LIBOR Rate  Loans.  The  Conversion/Continuation  Notice must be received by the
Agent not later than 11 a.m., Milwaukee time, at least three Business Days prior
to the date of the requested conversion or continuation and must specify (i) the
requested  date  (which  shall  be  a  Business  Day)  of  such   conversion  or
continuation,  (ii) the amount of Loans to be converted  or continued  and (iii)
the duration of the Interest Periods applicable thereto.

                    (d) The  Agent  will  promptly  notify  each  Lender  of its
receipt of a Conversion/Continuation  Notice or, if no notice is timely provided
by the Company, the Agent will promptly notify each Lender of the details of any
automatic  conversion.  All conversions and continuations  shall be made ratably
according  to the  respective  outstanding  principal  amounts of the Loans with
respect to which the notice was given.


                                       14
<PAGE>

                    (e)  Notwithstanding  anything to the contrary  contained in
this section,  Loans may not be converted  into or continued as LIBOR Rate Loans
when any Default or Event of Default has occurred and is continuing.

               2.5 Commitment Fee. As consideration  for the Lenders'  Revolving
Loan  Commitments,  the  Company  will pay to the Agent,  for the account of the
Lenders, on the last Business Day of each quarter commencing  September 30, 1999
and on the Maturity  Date, a commitment  fee equal to .15% (15 basis points) per
annum of the daily average unused amount of the Revolving Loan Commitment during
the preceding quarter or other applicable period;  provided that for purposes of
computing the commitment  fee due on September 30, 1999,  the applicable  period
shall be the Effective Date through September 30, 1999. Commitment fees shall be
calculated for the actual number of days elapsed on the basis of a 360-day year.

               2.6  Reduction or Termination of Revolving Loan Commitment.

                    (a) The Company may, upon seven Business Days' prior written
notice to the Agent,  permanently  reduce the amount of the total Revolving Loan
Commitment;  provided that (i) no such reduction  shall reduce the amount of the
total  Revolving Loan Commitment to an amount less than the sum of the aggregate
unpaid  principal  balances of the Revolving Notes on the date of such reduction
and (ii) upon any  termination  of the Revolving  Loan  Commitments  the Company
shall  pay to the  Agent,  for  the  account  of the  Lenders,  the  outstanding
principal  balance of the Revolving Notes, all accrued interest on the Revolving
Notes and all fees,  expenses and other  amounts  payable  under this  Agreement
relating to the Revolving  Loans as of the  termination  date. Each reduction in
the total Revolving Loan Commitment  shall be in a minimum amount of $1,000,000.
Each reduction in the total Revolving Loan Commitment  shall ratably reduce each
Lender's Revolving Loan Commitment.

                    (b) The total Revolving Loan Commitment  shall be reduced by
the  principal  amount of Revolving  Loans the Company and the Lenders  agree to
convert to Term Loans. As the Company repays the outstanding principal under the
Term Loans, the total Revolving Loan Commitment shall be increased by the amount
of each  principal  repayment and the Revolving  Loan  Commitment of each Lender
will be ratably increased.

               2.7  Interest Rates.

                    (a)  The  unpaid  principal   balance  of  Base  Rate  Loans
outstanding  from time to time under the  Revolving  Notes  shall bear  interest
prior to the  Maturity  Date at an annual  rate  equal to the Base Rate plus the


                                       15
<PAGE>

Applicable Margin for Base Rate Loans, and such rate shall change on each day on
which the Base Rate changes. Accrued interest shall be due on the first Business
Day of each month, commencing August 2, 1999, and on the Maturity Date.

                    (b) The  unpaid  principal  balance  of each LIBOR Rate Loan
under the Revolving  Notes shall bear interest  during the  applicable  Interest
Period at the  corresponding  Adjusted LIBOR Rate plus the Applicable Margin for
LIBOR Rate Loans.  Accrued interest for each LIBOR Rate Loan shall be due on the
last day of the applicable Interest Period, and on the Maturity Date.

                    (c) The unpaid  principal  balance of each  Quoted Rate Loan
outstanding  from time to time under the  Revolving  Notes  shall bear  interest
prior to the Maturity  Date at an annual rate equal to the Quoted Rate.  Accrued
interest  for each  Quoted Rate Loan shall be due on the first  Business  Day of
each month,  commencing  on the first of such dates to occur after the Borrowing
Date for such Quoted Rate Loan.

                    (d)  Notwithstanding  the  provisions  of  sections  2.7(a),
2.7(b),  and 2.7(c) above,  upon the occurrence and during the continuance of an
Event of Default,  the unpaid principal  balance of each Note shall, upon notice
from the Agent to the Company (which notice the Agent may send in its discretion
and shall send at the  direction of the Majority  Lenders),  bear interest at an
annual  rate  equal to the Base Rate plus one  percentage  point  (the  "Default
Rate"),  payable  upon  demand.  On and  after the  Maturity  Date,  the  unpaid
principal  balance of the Revolving Notes and all accrued interest thereon shall
bear interest at the Default Rate and shall be payable upon demand.

                    (e) Interest  shall be  calculated  for the actual number of
days elapsed on the basis of a 360-day year.

               2.8 Payments. All payments of principal and interest on the Notes
and of all fees due hereunder shall be made at the office of the Agent,  for the
account of the Lenders,  in immediately  available funds not later than 12 noon,
Milwaukee, Wisconsin time, on the date due; funds received after that time shall
be deemed to have been received on the next  Business Day.  Whenever any payment
to be made shall  otherwise  be due on a day which is not a Business  Day,  such
payment shall be made on the next succeeding  Business Day and such extension of
time shall be included in  computing  interest and fees,  if any, in  connection
with such payment.  The Agent may charge any account of the Company at the Agent
or at any Lender  for any  payment  due under the  Notes,  or any fee or expense
payable  hereunder,  on or after the date due.  Except as otherwise  provided in
section 2.12, the Agent shall forward to each Lender,


                                       16
<PAGE>

promptly  after  receipt (and in any event no later than 2 p.m. on the following
Business Day), such Lender's Percentage of such payments received by the Agent.

               2.9 Prepayments. The Company shall make a mandatory prepayment of
the  Revolving  Notes  if  and to  the  extent  that  the  sum of the  aggregate
outstanding principal balances of the Revolving Notes exceeds the Revolving Loan
Commitment.  The Company may at any time repay, without premium or penalty, Base
Rate Loans in a minimum amount of $ 100,000 (or, if less, all  outstanding  Base
Rate  Loans).  The Company may at any time  repay,  without  premium or penalty,
Quoted Rate Loans.  The Company may prepay LIBOR Rate Loans (in a minimum amount
of $1,000,000  and in integral  multiples of $100,000 above such minimum) at any
time;  provided,  that, in the event of a prepayment of a LIBOR Rate Loan on any
day other than the last day of the applicable Interest Period, the Company shall
also pay to the Agent for the account of the Lenders on the prepayment  date the
amounts referred to in section 2.10(c).

               The Company will give the Agent notice of any optional prepayment
of the Revolving Notes not later than 12 noon, Milwaukee, Wisconsin time, on the
Business Day prior to the prepayment date, specifying the prepayment date (which
must be a  Business  Day) and the  amount  to be  prepaid.  The  amount  of such
prepayment  and any  amounts  related  thereto  shall be due and  payable on the
specified prepayment date.

               2.10 Additional LIBOR Rate Loan Provisions

                    (a) If any Lender  determines that the making or maintaining
of a LIBOR Rate Loan would  violate  any  applicable  law,  rule  regulation  or
directive,  whether or not having the force of law,  then the  obligation of the
Lenders to make or continue LIBOR Rate Loans, or to convert Base Rate Loans into
LIBOR Rate Loans,  shall be suspended  until the Agent notifies the Company that
the  circumstances  causing such  suspension  no longer  exist.  During any such
period, all LIBOR Rate Loans shall automatically convert into Base Rate Loans at
the end of the applicable Interest Period or sooner if required by law.

                    (b) If the Agent is unable to  determine  the LIBOR  Rate in
respect of a requested  Interest  Period or the  Majority  Lenders are unable to
obtain deposits of United States dollars in the London  interbank  market in the
applicable amounts and for the requested Interest Period, then, upon notice from
the Agent to the  Company,  the  obligation  of the  Lenders to make or continue
LIBOR Rate Loans, or to convert Base Rate Loans into LIBOR Rate Loans,  shall be
suspended  until the Agent notifies the Company that the  circumstances  causing
such suspension no longer exist.


                                       17
<PAGE>

                    (c) If any Lender shall incur any loss or expense (including
any loss or expense  incurred  by reason of a  liquidation  or  redeployment  of
deposits  or other funds  acquired by such Lender to make,  continue or maintain
any portion of a LIBOR Rate Loan,  or to convert any portion of a Base Rate Loan
into a LIBOR  Rate  Loan) as a result of: (i) any  conversion  or  repayment  or
prepayment of the  principal  amount of LIBOR Rate Loan on a date other than the
last day of the  Interest  Period  applicable  thereto  (whether  as a result of
acceleration,  prepayment or otherwise);  (ii) any Revolving Loan not being made
as a LIBOR Rate Loan in  accordance  with the Notice of Borrowing  therefor;  or
(iii) any Revolving Loan not being continued as, or converted into, a LIBOR Rate
Loan in accordance with the Continuation/  Conversion  Notice  therefore,  then,
upon written notice from such Lender to the Company,  the Company shall,  within
ten days of its receipt thereof,  pay to such Lender such amount as will (in the
reasonable  determination of such Lender) reimburse such Lender for such loss or
expense.  Such written  notice (which shall include  calculations  in reasonable
detail) shall,  in the absence of manifest  error,  be conclusive and binding on
the Company.

               2.11 Setoff.  Each Lender shall,  upon the  occurrence and during
the  continuance of an Event of Default,  have the right to apply to the payment
of any Note held by such Lender  (whether or not then due) any and all balances,
credits,  deposits,  accounts  or  monies  of the  Company  then  or  thereafter
maintained  with such Lender.  Each Lender agrees to promptly notify the Company
and the  Agent  after  any such  setoff  and  application  made by such  Lender;
provided,  however,  that the failure to give such  notice  shall not affect the
validity of such setoff and application.

               2.12 Pro Rata Treatment; Sharing of Payments.

                    (a) Except as  otherwise  provided  in this  Agreement,  all
payments  of  principal,  interest  and  fees  made  by  the  Company  shall  be
distributed pro rata to the Lenders  according to their respective  Percentages.
If any Lender shall  obtain any payment or other  recovery  (whether  voluntary,
involuntary,  by  application  of setoff or otherwise) in excess of its pro rata
share of payments then or therewith  obtained by all Lenders,  such Lender shall
immediately  purchase,  without  recourse and for cash,  from the other Lenders,
such participations in the Notes of such other Lenders so that each Lender shall
thereafter have a percentage  interest in all of such obligations  equal to such
Lender's Percentage; provided, however, that if any payment so received shall be
recovered in whole or in part from such purchasing Lender, the purchase shall be
rescinded and the purchase  price  restored to the extent of any such  recovery,
but  without  interest.  The  Company  agrees  that any Lender so  purchasing  a
participation  from another Lender  pursuant to this section may, to the fullest
extent


                                       18
<PAGE>

permitted by law, exercise all of its rights of payment  (including its right of
setoff)  with  respect to such  participation  as if such Lender were the direct
creditor of the Company in the amount of such participation.

                    (b)  Notwithstanding  anything to the contrary  contained in
this Credit Agreement,  any Lender that fails to make available to the Agent its
pro  rata  share of any Loan as,  when and to the full  extent  required  by the
provisions of this Credit Agreement,  shall be deemed delinquent ("a "Delinquent
Lender") until such time as such delinquency is satisfied.  A Delinquent  Lender
shall be deemed to have assigned any and all payments due to it from the Company
to the Agent and the nondelinquent Lenders for application to, and reduction of,
their respective pro rata shares of all outstanding Loans. The Delinquent Lender
hereby  authorizes the Agent to (i) retain such payments to the extent the Agent
funded such  delinquency or (ii) distribute  such payments to the  nondelinquent
Lenders in proportion  to their  respective  pro rata shares of all  outstanding
Loans to the  extent  the  nondelinquent  Lenders  funded  such  delinquency.  A
Delinquent  Lender shall be deemed to have satisfied in full a delinquency  when
and if, as a result of the  application  of the  assigned  payments to the Agent
and/or the  nondelinquent  Lenders,  all advances  funded by the Agent have been
repaid in full and the Lenders'  respective  pro rata shares of all  outstanding
Loans have returned to their respective Percentages.

               2.13  Capital  Adequacy.  As  used  in  this  section,  the  term
"Regulatory  Change"  means any change  enacted or issued after the date of this
Agreement of any (or the adoption  after the date of this  Agreement of any new)
federal  or  state  law,  regulation,   interpretation,   direction,  policy  or
guideline,  or any court  decision,  which  affects  (or, in the case of a court
decision  would,  if the decision  were  applicable  to any Lender,  affect) the
treatment of any Loan or any  commitment of any Lender  hereunder as an asset or
other item included for the purpose of  calculating  the  appropriate  amount of
capital to be  maintained  by such Lender or any  corporation  controlling  such
Lender.  If such Regulatory Change has the effect of reducing the rate of return
on such Lender's or such corporation's  capital as a consequence of the Loans or
commitments of such Lender  hereunder to a level below that which such Lender or
such corporation could have achieved but for such Regulatory Change (taking into
account such  Lender's or such  corporation's  policies  with respect to capital
adequacy) by an amount deemed in good faith by such Lender to be material,  then
from  time to time  following  notice  by such  Lender  to the  Company  of such
Regulatory  Change,  within ten days after demand from such Lender,  the Company
shall pay to such Lender such  additional  amount or amounts as will  compensate
such Lender or such corporation, as the case may be, for such reduction.


                                       19
<PAGE>

               2.14  Yield  Protection.  If any  law or any  governmental  rule,
regulation,  policy,  guideline or directive (whether or not having the force of
law), or any interpretation thereof, or the compliance of any Lender therewith,

                    (a)  subjects  any  Lender  to  any  tax,  duty,  charge  or
withholding on or from payments due from the Company (excluding federal taxation
of the  overall  net  income of any  Lender  and any such tax,  duty,  charge or
withholding in effect as of the date of this Agreement), or changes the basis of
taxation of payments to any Lender in respect of its Loans or other  amounts due
it  hereunder  (excluding  federal  taxation  of the  overall  net income of any
Lender);

                    (b) imposes or  increases or deems  applicable  any reserve,
assessment,  insurance charge,  special deposit or similar  requirement  against
assets of,  deposits  with or for the  account  of, or credit  extended  by, any
lender (other than reserves and  assessments  taken into account in  determining
the interest  rate  applicable to LIBOR Rate Loans) with respect to its Loans or
any Letter of Credit; or

                    (c)  imposes any other  condition  the result of which is to
increase the cost to any Lender of making,  funding or maintaining  the Loans or
reduces  any  amount  received  by any  Lender in  connection  with the Loans or
requires any Lender to make any payment calculated by reference to the amount of
Loans held or  interest  received  by it, by an amount  deemed  material by such
Lender;

then,  within  ten days of demand by such  Lender,  the  Company  shall pay such
Lender that portion of such increased expense incurred or reduction in an amount
received which such Lender determines is attributable thereto.

               2.15 Taxes.

                    (a) Any and all  payments by the Company  hereunder or under
the Notes shall be made,  in  accordance  with  sections  2.08 and 2.09 free and
clear of and without deduction for any and all present or future taxes,  levies,
imposts, deductions,  charges or withholdings,  and all liabilities with respect
thereto, excluding in the case of each Lender and the Agent, taxes imposed on or
measured by net income or overall  gross  receipts,  and  capital and  franchise
taxes imposed on it (all such non-excluded taxes, levies,  imposts,  deductions,
charges, withholdings and liabilities being hereinafter referred to as "Taxes").
Subject to the provisions of subsection  2.15(h) below,  if the Company shall be
required  by law to  deduct  any Taxes  from or in  respect  of any sum  payable
hereunder  or under any Note to any  Lender or the  Agent,  (i) the sum  payable
shall be  increased  as may be  necessary  so that  after  making  all  required
deductions


                                       20
<PAGE>

(including  deductions  applicable to additional sums payable under this section
2.15) such Lender or the Agent (as the case may be)  receives an amount equal to
the sum it would  have  received  had no such  deductions  been  made,  (ii) the
Company  shall make such  deductions  and (iii) the  Company  shall pay the full
amount  deducted  to the  relevant  taxation  authority  or other  authority  in
accordance with applicable law.

                    (b) In addition,  the Company  agrees to pay any present and
future stamp and  documentary  taxes and any other  excise and  property  taxes,
charges and similar  levies which arise from any payment made hereunder or under
the  Notes or the  other  Loan  Documents  or from the  execution,  delivery  or
registration  of, or otherwise  with respect to, this  Agreement or the Notes or
the other Loan Documents (the foregoing are  collectively  referred to herein as
"Other Taxes").

                    (c) Except to the extent the Company makes payments pursuant
to subsections (a) or (b) above, and subject to the provisions of subsection (h)
below,  the  Company  will  indemnify  each  Lender and the Agent  against,  and
reimburse  each on  demand  for,  the full  amount  of  Taxes  and  Other  Taxes
(including,  without  limitation,  any  Taxes  and Other  Taxes  imposed  by any
jurisdiction  on amounts  payable under this section  2.15)  incurred or paid by
such  Lender  or the  Agent  (as the  case  may be) or any of  their  respective
affiliates  and any  liability  (including  penalties,  interest  and  expenses)
arising  therefrom or with respect  thereto,  whether or not such Taxes or Other
Taxes  were  correctly  or  legally  asserted.  Each  Lender  agrees,  within  a
reasonable time after  receiving a written request from the Company,  to provide
the Company and the Agent with such certificates as are reasonably required, and
take such other actions as are reasonably necessary, to claim such exemptions as
such Lender may be entitled to claim in respect of all or a portion of any Taxes
or Other Taxes which are  otherwise  required to be paid or deducted or withheld
pursuant to this section 2.15 in respect of any payments under this Agreement or
under the Notes.

                    (d)  Within 90 days after the close of each  fiscal  year of
the Company,  the Company will furnish to the Agent, at its address  referred to
in section  11.4,  the  original  or a  certified  copy of a receipt  evidencing
payment of any Taxes or Other Taxes during such fiscal year.

                    (e) Each Lender that is not created or  organized  under the
laws of the United  States or a political  subdivision  thereof shall deliver to
the Company and the Agent on the date hereof (i) [a] two duly  completed  copies
of IRS Form 1001 (or any successor or  substitute  form or forms) if such Lender
claims eligibility to receive payments hereunder and under the Notes or


                                       21
<PAGE>

other documents without deduction or withholding of United States federal income
tax under the  provisions  of an applicable  tax treaty  concluded by the United
States or [b] two duly  completed  copies of IRS Form 4224 (or any  successor or
substitute form or forms) if the Lender claims such  eligibility  under sections
1441(c)(1) and 1442(a) of the Code. Each such Lender shall amend or deliver such
additional IRS Forms as required by law and to the extent legally entitled to do
so.

                    (f) Any  Lender  claiming  any  additional  amounts  payable
pursuant to this section 2.15 shall use its best  efforts  (consistent  with its
internal  policy  and legal and  regulatory  restrictions)  to take any  actions
permissible if the taking of such action would avoid the need for, or reduce the
amount of, any such  additional  amounts which may  thereafter  accrue and would
not, in the reasonable judgment of such Lender, be otherwise  disadvantageous to
such Lender including  changing the jurisdiction of its lending office.  If such
additional amounts cannot be eliminated by such actions,  the Company shall have
the right to replace the affected Lender hereunder with a Lender not so affected
which is reasonably  acceptable to the Agent and the remaining  Majority Lenders
upon payment to such affected Lender of outstanding principal,  accrued interest
and fees and all other  amounts due pursuant to this  Agreement,  including  any
amounts payable hereunder and under sections 2.10, 2.13 and 2.14. No replacement
of a Lender shall be made pursuant hereto if, after giving affect  thereto,  any
amount shall be owing the replaced Lender hereunder.

                    (g) Without prejudice to the survival of any other agreement
of the Company under this  Agreement,  the  agreements  and  obligations  of the
Company,  the Lenders or the Agent  contained in this section 2.15 shall survive
the payment in full of principal and interest under this Agreement and under the
Notes.

                    (h)  Notwithstanding  the provisions of section  2.15(a) and
2.15(c) above,  the Company shall not be required to pay any additional  amounts
thereunder  to a Lender if (i) the  obligation  to pay such  additional  amounts
would  not  have  arisen  but  for a  failure  of  the  Lender  to  comply  with
requirements  described  in section  2.15(e)  and an  exemption  would have been
available to such Lender or (ii) the Lender shall not have furnished the Company
with such forms or shall not have taken such other action as  reasonably  may be
available  to it under  applicable  tax laws and any  applicable  tax  treaty to
obtain an  exemption  from,  or  reduction  (to the lowest  applicable  rate) of
withholding of such United States federal income tax and an exemption would have
been available to such Lender; provided,  however, that the Company's obligation
to pay such additional amounts shall be reinstated upon receipt of such


                                       22
<PAGE>

forms or evidence  that action  with  respect to  obtaining  such  exemption  or
reduction has been taken.

               2.16 Other Fees. In addition to the other fees described herein:

                    (a) the  Company  shall pay to the  Agent,  for the  ratable
account of the Lenders, a closing fee of $75,000 on the date of the execution of
this Agreement,  which fee shall be fully earned on the Effective Date and shall
be  refunded  by a Lender  only if such  Lender  withdraws  from this  Agreement
pursuant to Section 2.18(a); and

                    (b) the Company  shall pay to Firstar,  for the sole account
of Firstar,  the fees set forth in that  certain  letter  agreement  dated as of
February 15, 1999 between Firstar and the Company.

               2.17 Use of Proceeds.  The Company shall use Loan proceeds solely
for the purpose of refinancing existing  Indebtedness,  corporate  acquisitions,
working capital needs and for other general corporate and lawful purposes.

               2.18  Lender  Withdrawal  Prior to  Effective  Date;  Replacement
Lender.

                    (a) Each Lender may, by sending  written notice to the Agent
and the Company on or prior to June 30, 1999,  withdraw from this Agreement.  In
such event, (i) all rights and obligations of the withdrawing  Lender under this
Agreement shall immediately terminate and the withdrawing Lender shall be deemed
to no longer be a party to this  Agreement  and (ii) the  total  Revolving  Loan
Commitment of the Lenders shall be reduced by the Revolving  Loan  Commitment of
the  withdrawing  Lender.  The  withdrawing  Lender shall,  at the time it sends
notice of withdrawal,  refund to the Company such Lender's  ratable share of the
closing fee paid by the Company  pursuant to section  2.16(a).  The  withdrawing
Lender  shall be entitled to the benefit of section 9.2 of this  Agreement  with
respect to matters arising prior to the date of such Lender's withdrawal.

                    (b) The Company and the Lenders may agree,  on or before the
Effective Date, to add a new financial  institution to this Agreement to replace
the withdrawing  Lender.  To do so, the Company,  the Agent, the Lenders and the
new Lender shall execute an amendment or supplement to this Agreement which sets
forth the Revolving Loan  Commitment of the new Lender and contains an agreement
that the new Lender will be bound by the provisions of this Agreement.


                                       23
<PAGE>

Such  amendment or  supplement  shall address such other matters as are mutually
agreeable to the Company,  the Agent,  the Lenders and the new Lender.  Upon the
execution and delivery of such amendment or supplement,  the new Lender shall be
a party to this  Agreement  and  shall be a  "Lender"  for all  purposes  of the
Agreement  and the total  Revolving  Loan  Commitment  of the  Lenders  shall be
increased by the Revolving Loan Commitment of the new Lender.

          3.  Representations and Warranties.  In order to induce the Lenders to
make the Loans, the Company represents and warrants to the Lenders that:

               3.1 Organization; Subsidiaries; Corporate Power. The Company is a
corporation  validly  existing  under the laws of the State of Wisconsin and (a)
the Company has filed with the Wisconsin  Department  of Financial  Institutions
the required annual report for its most recently  completed report year, (b) the
Company is not the subject of a  proceeding  under  Wisconsin  Statutes  section
180.1421  to  cause  its  dissolution,  (c) no  filing  has been  made  with the
Wisconsin  Department of Financial  Institutions of a decree of dissolution with
respect  to the  Company  and (d)  neither  the  shareholders  nor the  Board of
Directors of the Company have taken any action  authorizing  the  liquidation or
dissolution  of  the  Company.  The  Company  is  duly  qualified  as a  foreign
corporation  to do business  and is in good  standing in every  jurisdiction  in
which the nature of its  business or the  ownership of its  properties  requires
such  qualification  and in which the  failure  to so qualify  would  materially
adversely affect the business  operations or financial condition of the Company.
Schedule 3.1 contains the name, state of incorporation  and number of authorized
and outstanding  shares of each class of stock of each Subsidiary and the number
thereof owned by the Company.  Each  Subsidiary is validly  existing and in good
standing  in the  state of its  incorporation  and each is duly  qualified  as a
foreign  corporation and is in good standing in every  jurisdiction in which the
nature  of  its  business  or the  ownership  of its  properties  requires  such
qualification and in which the failure to so qualify would materially  adversely
affect the business  operations or financial  condition of such Subsidiary.  The
Company and each  Subsidiary  has the corporate  power to own its properties and
carry on its business as currently being conducted.

               3.2 Authorization and Binding Effect.  The execution and delivery
by the Company of the Loan Documents to which it is a party, and the performance
by the Company of its obligations  thereunder,  are within its corporate  power,
have been duly authorized by proper corporate action on the part of the Company,
are not in violation of any existing law, rule or regulation of any governmental
agency or  authority,  any order or  decision  of any  court,  the  Articles  of
Incorporation  or  By-Laws  of the  Company  or  the  terms  of  any  agreement,
restriction  or  undertaking  to which the  Company is a party or by which it is
bound,


                                       24
<PAGE>

and do not require the approval or consent of the  shareholders  of the Company,
any governmental  body,  agency or authority or any other person or entity.  The
Loan  Documents to which the Company is a party,  when  executed and  delivered,
will constitute the valid and binding  obligations of the Company enforceable in
accordance  with their terms,  except as limited by  bankruptcy,  insolvency  or
similar laws of general  application  affecting  the  enforcement  of creditors'
rights and except to the extent that general  principles  of equity might affect
the specific enforcement of such Loan Documents.

               3.3  Financial  Statements.  The  Company  has  furnished  to the
Lenders (a) the  consolidated  balance sheet of the Company and its Consolidated
Subsidiaries as of December 31, 1997, and related statements of income, retained
earnings  and cash flows for the year ended on that  date,  certified  by Arthur
Anderson  LLP,  and (b) the  consolidated  balance  sheet of the Company and its
Consolidated  Subsidiaries  dated  September 30, 1998 and related  statements of
income and retained earnings for the period ended on such date,  prepared by the
Company.  Such  financial  statements  were  prepared  in  accordance  with GAAP
consistently  applied throughout the periods involved,  are correct and complete
and fairly present the consolidated  financial condition of the Company and such
Subsidiaries  as of such  dates  and the  results  of their  operations  for the
periods ended on such dates, subject, in the case of the interim statements,  to
normal year-end  adjustments.  There has been no material  adverse change in the
condition  or  prospects  of  the  Company  or  its  Consolidated  Subsidiaries,
financial or otherwise,  since the date of the most recent  financial  statement
furnished to the Lenders.

               3.4 Litigation. Except for the matters described on Schedule 3.4,
there is no litigation or administrative proceeding pending or, to the knowledge
of the Company, threatened against or affecting the Company or any Subsidiary or
the  properties of the Company or any Subsidiary  which if determined  adversely
would have a material adverse effect upon the business,  financial  condition or
properties of the Company or such Subsidiary.

               3.5 Restricted  Payments.  The Company has not, since the date of
the most  recent  financial  statements  referred  to in section  3.3,  made any
Restricted Payments except for Restricted Payments permitted under section 6.1.

               3.6  Indebtedness;  No  Default.  Neither  the  Company  nor  any
Subsidiary  has any  outstanding  Indebtedness,  Guaranty  Obligations  or Lease
Obligations,  except those  permitted  under  sections  6.2, 6.3 and 6.4.  There
exists no default nor has any act or omission occurred which, with the giving of
notice or the passage of time,  would  constitute a default under the provisions
of (a) any instrument  evidencing  such  Indebtedness,  Guaranty  Obligations or
Lease  Obligations or any agreement  relating thereto or (b) any other agreement
or


                                       25
<PAGE>

instrument  to which  the  Company  or any  Subsidiary  is a party  and which is
material to the  financial  condition,  business  operations or prospects of the
Company or such Subsidiary.

               3.7 Ownership of Properties; Liens and Encumbrances.  The Company
and each  Subsidiary  has good and  marketable  title to all property,  real and
personal,  reflected  on the most  recent  financial  statement  of the  Company
furnished to the Lenders, and all property purported to have been acquired since
the date of such financial statement, except property sold or otherwise disposed
of in the  ordinary  course of business  subsequent  to such date;  and all such
property is free of any lien, security interest, mortgage, encumbrance or charge
of any kind or any agreement not to grant a security interest, mortgage or lien,
except  Permitted  Liens.  All owned and leased  buildings  and equipment of the
Company and each  Subsidiary  are in good  condition,  repair and working  order
(reasonable wear and tear excepted) and, to the Company's knowledge,  conform in
all material respects to all applicable laws, ordinances and regulations.

               3.8 Tax Returns Filed.  The Company and each Subsidiary has filed
when due all federal and state  income and other tax returns  which are required
to be filed. The Company has paid or made provision for the payment of all taxes
shown on such returns,  and on all assessments received by it to the extent that
such taxes or assessments  have become due, except any such taxes or assessments
which are being contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP have been established. The Company has
no  knowledge  of any  liabilities  which  may  be  asserted  against  it or any
Subsidiary upon audit of its federal or state tax returns.

               3.9  Margin  Stock.  The  Company  will  not  use,   directly  or
indirectly,  any part of the proceeds of any Note for the purpose of  purchasing
or  carrying,  or to extend  credit to others for the purpose of  purchasing  or
carrying,  any margin stock  within the meaning of  Regulation U of the Board of
Governors of the Federal Reserve System, or any amendments thereto.  Neither the
Company nor any  Subsidiary is engaged  principally,  or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying margin stock.

               3.10  Investment  Company.  The  Company  is not  an  "investment
company" or a company  controlled by an "investment  company" within the meaning
of the Investment Company Act of 1940, as amended.

               3.11 ERISA  Liabilities.  The  Company  has no  knowledge  of the
occurrence  of any  event  with  respect  to any Plan  which  could  result in a
liability of the Company or any Subsidiary or any member of the Controlled


                                       26
<PAGE>

Group to any Plan,  the  Internal  Revenue  Service  or to the  Pension  Benefit
Guaranty  Corporation  other  than the  payment of  contributions  in the normal
course or premiums (but not a late payment  charge)  pursuant to section 4007 of
ERISA. With respect to any Plan there is no (a) accumulated  funding  deficiency
within the meaning of section 412(a) of the Code; (b) nondeductible contribution
to any  Plan  within  the  meaning  of  section  4972 of the  Code;  (c)  excess
contribution  within  the  meaning of  section  4979(c) of the Code which  would
result in tax under  section  4979(a) of the Code;  (d)  prohibited  transaction
within the meaning of ERISA  section 406 which is not exempt under ERISA section
408; (e) failure to make required  contributions to any  Multiemployer  Plan; or
(f)  withdrawal or partial  withdrawal  from any  Multiemployer  Plan within the
meaning of ERISA sections 4203 and 4205.

               3.12  No  Burdensome  Agreements.  Neither  the  Company  nor any
Subsidiary is a party to or bound by any agreement,  instrument or  undertaking,
or subject to any other restriction (a) which materially  adversely affects,  or
is likely in the future to so  affect,  the  property,  financial  condition  or
business operations of the Company or any Subsidiary or (b) under or pursuant to
which the  Company or any  Subsidiary  is or will be required to grant (or under
which any other  Person may obtain) a security  interest or lien upon any of its
property  (other  than a  Permitted  Lien),  either  upon  demand  or  upon  the
fulfillment of a condition, with or without demand.

               3.13 Trademarks,  Etc. The Company and each Subsidiary  possesses
adequate trademarks,  trade names, copyrights,  patents,  permits, service marks
and licenses,  or rights thereto,  for the present and planned future conduct of
their respective  businesses  substantially as now conducted,  without any known
conflict  with the rights of others  which  would  result in a material  adverse
effect on the Company or any Subsidiary.

               3.14 Dump  Sites.  With  respect to the period  during  which the
Company  or any  Subsidiary  owned  or  occupied  its  real  estate,  and to the
Company's  knowledge after  reasonable  investigation,  with respect to the time
before the Company or any  Subsidiary  owned or  occupied  its real  estate,  no
person or entity  has caused or  permitted  materials  to be stored,  deposited,
treated,  recycled  or  disposed  of on,  under or at any real  estate  owned or
occupied  by the  Company or any  Subsidiary,  which  materials,  if known to be
present,  would require  cleanup,  removal or some other  remedial  action under
Environmental Laws.

               3.15 Tanks.  There are not now, to the Company's  knowledge after
reasonable  investigation,  tanks or other  facilities on, under, or at any real
estate owned or occupied by the Company or any Subsidiary which


                                       27
<PAGE>

contain materials which, if known to be present in soils or ground water,  would
require cleanup, removal or some other remedial action under Environmental Laws.

               3.16  Other  Environmental  Conditions.  There are no  conditions
existing  which  would  subject  the  Company  or  any  Subsidiary  to  damages,
penalties,  injunctive relief or cleanup costs under any  Environmental  Laws or
which  require or are likely to require  cleanup,  removal,  remedial  action or
other response pursuant to Environmental Laws by the Company or any Subsidiary.

               3.17 Changes in Laws. To the Company's knowledge after reasonable
investigation,  there are no proposed or pending changes in  Environmental  Laws
that would adversely affect the Company or any Subsidiary.

               3.18  Environmental  Judgments,  Decrees and Orders.  Neither the
Company nor any Subsidiary is subject to any judgment, decree, order or citation
related to or arising out of Environmental Laws. Except as set forth in Schedule
3.18,  neither the Company nor any  Subsidiary  has been named as a  potentially
responsible party by a governmental body or agency in a matter arising under any
Environmental Law.

               3.19  Environmental  Permits and  Licenses.  The Company and each
Subsidiary has all permits,  licenses and approvals required under Environmental
Laws.

               3.20 Year 2000.  Except as set forth on  Schedule  3.20  attached
hereto,  the  information  technology  systems  used  by  the  Company  and  its
Subsidiaries  in their business  operations  accurately  process  date/time data
(including without limitation calculating,  comparing and sequencing) from, into
and between the twentieth and twenty-first centuries, the year 1999 and 2000 and
leap year calculations.

               3.21 Accuracy of Information.  All  information  furnished by the
Company to the Lenders is true, correct and complete in all material respects as
of the date  furnished  and does not contain any untrue  statement of a material
fact or omit to state a material  fact  necessary to make such  information  not
misleading.

          4. Conditions for Borrowing. The Lenders' obligations to make Loans is
subject to the satisfaction,  on or before the following Borrowing Dates, of the
following conditions:


                                       28
<PAGE>

               4.1 On or Before the Date of  Execution  of this  Agreement.  The
Agent  shall have  received  the  following,  all in form,  detail  and  content
satisfactory to the Lenders:

                    (a)  Certified  Articles  of  Incorporation.  A copy  of the
Articles of Incorporation  of the Company,  certified as of a recent date by the
Wisconsin Department of Financial Institutions.

                    (b)  Certificates of Status and Good Standing.  Certificates
of status and good standing  with respect to the Company,  issued as of a recent
date by the Secretary of State (or  comparable  governmental  authority) of each
state in which the Company is incorporated or is qualified to transact  business
as a foreign corporation.

                    (c) Closing Certificate.  Copies, certified by the Secretary
of the  Company  to be true and  correct  and in full  force  and  effect on the
Closing Date, of (i) the By-Laws of the Company;  (ii)  resolutions of the Board
of Directors of the Company  authorizing  the execution and delivery of the Loan
Documents to which the Company is a party; and (iii) a statement  containing the
names and titles of the officer or officers  of the Company  authorized  to sign
such Loan Documents, together with true signatures of such officers.

                    (d)  Proceedings  Satisfactory.  Such other documents as the
Lenders may reasonably request; and all proceedings taken in connection with the
transactions contemplated by this Agreement, and all instruments, authorizations
and other documents applicable thereto, shall be satisfactory to the Lenders.

                    (e) Fees. The fees set forth in section 2.16 hereof.

               4.2 On or  Before  the  Effective  Date.  The  Agent  shall  have
received the following, in form, detail and content satisfactory to the Lenders:

                    (a)  Notes.  The  Revolving  Notes,  duly  executed  by  the
Company.

                    (b) Personal Property Searches.  Searches of the appropriate
public offices demonstrating that no security interest,  tax lien, judgment lien
or other  charge  or  encumbrance  is of record  affecting  the  Company  or its
properties except those which are acceptable to the Agent.

                    (c)  Financial  Statements.   Financial  statements  of  the
Company for the year ended December 31, 1998 and for the quarter ended


                                       29
<PAGE>

March 31, 1999 which  comply  with the  requirements  of  sections  5.1 and 5.2,
respectively.

                    (d) Termination of GE Capital  Financing.  Evidence that the
Company has terminated its financing  arrangements  with GE Capital  Corporation
("GECC") as of the Effective  Date and paid to GECC all amounts owed  thereunder
together  with GECC's  release of its  security  interests in and liens upon the
properties of the Company and the agreement of GECC to provide such  termination
statements,   mortgage   satisfactions  and  other,  similar  documents  as  may
reasonably be requested to evidence such release.

                    (e) Updated  Closing  Certificate.  A certificate  dated the
Effective Date and signed by the Secretary or Assistant Secretary of the Company
certifying  that (i) the  Articles of  Incorporation  and By-Laws of the Company
have not  been  amended  since  the date of the  Closing  Certificate  furnished
pursuant to section 4.1(c), (ii) the Board of Directors'  resolution attached to
such  Closing  Certificate  has not been amended or revoked and is in full force
and  effect and (iii) the  officers  of the  Company  who  signed  such  Closing
Certificate  continue  to hold the office or offices  set forth  opposite  their
names in such Closing Certificate.

                    (f)  Bring-Down   Certificate.   A  certificate   dated  the
Effective Date and signed by the President or any Vice President of the Company,
certifying that (i) the  representations and warranties of the Company contained
in section 3 hereof are true and  correct as of the  Effective  Date and (ii) no
Default or Event of Default exists as of the Effective Date.

                    (g) Opinion of  Counsel.  An opinion  from Wayne E.  Larsen,
Esq., general counsel of the Company, in the form of Exhibit D attached hereto.

                    (h)  Proceedings  Satisfactory.  Such other documents as the
Lenders may reasonably request; and all proceedings taken in connection with the
transactions contemplated by this Agreement, and all instruments, authorizations
and other documents applicable thereto, shall be satisfactory to the Lenders.


               4.3 On or Before Each Subsequent Borrowing Date:

                    (a)  Borrowing  Procedure.  The Company  shall have complied
with the borrowing procedure specified in section 2.3.


                                       30
<PAGE>

                    (b)  Representations  and Warranties  True and Correct.  The
representations  and  warranties  contained in section 3 hereof and in the other
Loan  Documents  shall be true and correct on and as of the  relevant  Borrowing
Date except (i) that the representations and warranties contained in section 3.3
shall  apply to the most  recent  financial  statements  delivered  pursuant  to
sections  5.1 and 5.2 and (ii) for changes  contemplated  or  permitted  by this
Agreement.

                    (c) No Default.  There shall exist on that Borrowing Date no
Default or Event of Default.

                    (d)  Proceedings and  Documentation.  The Lenders shall have
received such instruments and other documents as they may reasonably  request in
connection with the making of such Loans, and all such instruments and documents
shall be in form and content satisfactory to the Lenders.

          5. Affirmative  Covenants.  The Company covenants that it will, at all
times on and  after  the  Effective  Date  until  the  Lenders'  Revolving  Loan
Commitment has terminated or expired,  and the Notes,  and all fees and expenses
payable hereunder, have been paid in full:

               5.1 Annual  Financial  Statement.  Furnish to the Agent within 90
days after the end of each  fiscal year of the Company a copy for each Lender of
a balance sheet of the Company and its Consolidated Subsidiaries as of the close
of such fiscal year and related statements of income, retained earnings and cash
flows  for  such  year,   setting  forth  in  each  case  in  comparative   form
corresponding  figures from the preceding annual audit, all in reasonable detail
and  satisfactory  in scope to the  Lenders,  prepared in  accordance  with GAAP
applied on a consistent basis,  accompanied by the unqualified opinion of a firm
of  independent  certified  public  accountants  selected  by  the  Company  and
satisfactory  to  the  Lenders.   Each  annual  financial   statement  shall  be
accompanied by a written  statement from the accounting  firm which prepared the
same  containing  a  computation  showing  whether  or  not  the  Company  is in
compliance  with  the  financial  covenants  contained  in  section  6. All such
financial  statements,  and the financial statements referred to in section 5.2,
shall be furnished  in  consolidated  form for the Company and all  Consolidated
Subsidiaries which it may at the time have.

               5.2 Interim Financial Statements.  Furnish to the Agent within 45
days after the end of each fiscal  quarter of the Company a copy for each Lender
of  the  consolidated   balance  sheet  of  the  Company  and  its  Consolidated
Subsidiaries  as of the end of such fiscal  quarter,  together  with the related
statements of income and retained  earnings for the period from the beginning of


                                       31
<PAGE>

the fiscal year to the end of such  period,  prepared in the manner set forth in
section 5.1 for the annual  statements,  certified,  subject to audit and normal
year-end  adjustments,  to be accurate and complete by an  authorized  financial
representative  of the  Company  and  accompanied  by the  certificate  of  such
representative (i) containing computations showing whether or not the Company is
in compliance  with the  financial  covenants set forth in section 6 and (ii) to
the effect  that there  exists no Default or Event of Default or, if any Default
or Event of  Default  exists,  specifying  the  nature  thereof,  the  period of
existence  thereof  and what action the  Company  proposes to take with  respect
thereto.

               5.3  Management  Letters.  Furnish  to the Agent,  promptly  upon
receipt,  copies for each Lender of all  management  letters and detailed  audit
reports   submitted  to  the  Company  by  its  independent   certified   public
accountants.

               5.4 Other Financial Information. Furnish to the Agent, as soon as
available,  copies for each Lender of all reports  submitted to the shareholders
of the  Company in their  capacity  as  shareholders,  and such other  financial
information as any Lender may from time to time reasonably request.

               5.5 Books and Records; Inspection. Keep and cause each Subsidiary
to keep proper, complete and accurate books of record and account and permit any
representatives  of the  Agent or any  Lender to visit  and  inspect  any of the
properties  and  examine and copy any of the books and records of the Company or
any Subsidiary at any reasonable time and as often as may reasonably be desired.

               5.6  Insurance.  Maintain and cause each  Subsidiary  to maintain
insurance  coverage  as may be  required  by law but in any  event not less than
insurance  coverage,  in the forms,  amounts and with companies,  which would be
carried  by  prudent  management  in  connection  with  similar  properties  and
businesses. Without limiting the foregoing, the Company will and will cause each
Subsidiary  to (a) keep  all its  physical  property  insured  against  fire and
extended  coverage risks in amounts and with deductibles at least equal to those
generally  maintained  by  businesses  engaged in similar  activities in similar
geographic  areas;  (b)  maintain  all such  worker's  compensation  and similar
insurance  as may be  required  by law;  and (c)  maintain,  in amounts and with
deductibles at least equal to those generally  maintained by businesses  engaged
in similar  activities in similar  geographic  areas,  general public  liability
insurance  against claims for bodily injury,  death or property damage occurring
on, in or about the  properties  of the  Company  or such  Subsidiary,  business
interruption insurance and product liability insurance.


                                       32
<PAGE>

               5.7 Condition of Property. Keep and cause each Subsidiary to keep
its properties  (whether owned or leased) in good condition,  repair and working
order (reasonable wear and tear excepted).

               5.8  Payment  of  Taxes.  Pay  and  discharge,   and  cause  each
Subsidiary to pay and discharge,  all lawful taxes, assessments and governmental
charges upon it or against its properties  prior to the date on which  penalties
are  attached  thereto,  unless  and to the  extent  only that the same shall be
contested  in good faith and by  appropriate  proceedings  by the Company or the
appropriate  Subsidiary  and  appropriate  reserves  with  respect  thereto  are
established and maintained in accordance with GAAP.

               5.9  Compliance  with  Law.  Do and,  except as  permitted  under
section 6.6,  cause each  Subsidiary to do all things  necessary to (a) maintain
its  corporate  existence  in  its  state  of  incorporation  and  maintain  its
qualification as a foreign corporation in any other state where the ownership of
property or the conduct of business make  qualification  necessary and where the
failure to so qualify  would have a material  adverse  effect upon its business,
operations  or  financial  condition,  (b)  preserve  and keep in full force and
effect its rights and  franchises  necessary  to continue  its  business and (c)
comply with all  applicable  laws,  regulations  and  ordinances,  including all
applicable  Environmental  Laws,  except those being contested in good faith and
involving no  possibility of criminal  liability,  if and to the extent that the
failure to so comply would have a material  adverse  affect upon the Company and
its Subsidiaries taken as a whole.

               5.10  ERISA  Certificate.  Comply and cause  each  Subsidiary  to
comply with all  applicable  requirements  of ERISA for each Plan and furnish to
the Agent, as soon as possible and in any event within 30 days after the Company
shall have obtained  knowledge that a Reportable Event has occurred with respect
to any Plan,  a  certificate  of an officer  of the  Company  setting  forth the
details as to such Reportable Event and the action which the Company proposes to
take with respect thereto,  and a copy of each notice of a Reportable Event sent
to the Pension Benefit Guaranty  Corporation by the Company and, with respect to
a Multiemployer Plan, furnish to the Agent as soon as possible after the Company
receives  notice or  obtains  knowledge  that the  Company  or any member of the
Controlled Group may be subject to withdrawal  liability,  or required to post a
bond to avoid such  liability,  to a  Multiemployer  Plan, a  certificate  of an
officer  of the  Company  setting  forth the  details  as to such  event and the
actions which the Company plans to take with respect thereto.

               5.11 Compliance with Other Loan Documents. Timely comply with all
of its obligations under the other Loan Documents.


                                       33
<PAGE>

               5.12 Notice of Default or Claimed  Default.  Furnish to the Agent
(a)  immediately  upon  becoming  aware of any  Default or Event of  Default,  a
written notice  specifying  the nature and period of existence  thereof and what
action the  Company is taking or  proposes  to take with  respect  thereto;  (b)
immediately upon becoming aware that the holder of any other Indebtedness issued
or assumed by the Company or any Subsidiary, or the lessor under any lease as to
which the Company or any Subsidiary is the lessee, has given notice or has taken
any action with respect to a claimed default thereunder,  or under any agreement
under  which any such  Indebtedness  was  issued or  secured,  a written  notice
specifying the notice given or action taken,  the nature of the claimed  default
and what action the Company is taking or proposes to take with respect  thereto;
(c) immediately upon receipt,  copies of any correspondence,  notice,  pleading,
citation,  indictment,  complaint,  order,  decree  or other  document  from any
governmental  authority  or  court  asserting  or  alleging  a  circumstance  or
condition which requires or may require a financial  contribution by the Company
or a cleanup,  removal,  remedial  action or other response by or on the part of
the Company or any Subsidiary under Environmental Laws or which seeks damages or
civil,  criminal or punitive penalties from the Company or any Subsidiary for an
alleged  violation of  Environmental  Laws which, in any such case, is likely to
have a material adverse effect on the financial condition or business operations
of the Company or any  Subsidiary;  and (d) written  notice of any  condition or
event which would make the warranties contained in section 3 inaccurate, as soon
as the Company becomes aware of such condition or event.

          6. Negative  Covenants.  The Company covenants that, without the prior
written  consent of the Majority  Lenders,  it will not, and will not permit any
Subsidiary  to, at any time on or after the  Effective  Date until the  Lenders'
Revolving Loan Commitment has terminated or expired, and the Notes, and all fees
and expenses payable hereunder, have been paid in full:

               6.1 Restricted Payments. Make any Restricted Payments except that
so long as no Default or Event of Default exists the Company may make Restricted
Payments if, after giving effect  thereto,  the  aggregate  amount of Restricted
Payments  made during the period after  December 31, 1997,  to and including the
date of making the  Restricted  Payment in question,  does not exceed 50% of the
Company's Net Earnings for such period  computed on a cumulative  basis for said
entire period.

               6.2 Limitations on Indebtedness.  Create, incur, assume or permit
to exist any Indebtedness except (a) Indebtedness owed to the Lenders hereunder;
(b)  Indebtedness  secured  by  Permitted  Liens;  (c)  Subordinated  Debt;  (d)
Indebtedness  permitted under section 6.7(e);  and (e)  Indebtedness  arising in
connection with a Permitted Swap Contract.


                                       34
<PAGE>

               6.3 Limitations on Guaranty Obligations. Create, incur, assume or
permit to exist any  Guaranty  Obligations  except  for (a) the  endorsement  of
negotiable or nonnegotiable instruments for collection in the ordinary course of
business,  and (b) Guaranty  Obligations in favor of a Lender;  and (c) Guaranty
Obligations  described on Schedule  6.3 existing on the date of this  Agreement,
provided that the principal amount thereof shall not be increased.

               6.4 Limitations on Lease Obligations.  Permit the aggregate Lease
Obligations of the Company and its Subsidiaries to exceed  $1,000,000 due in any
fiscal year of the Company.

               6.5  Limitations  on Liens and  Encumbrances.  Create,  assume or
permit to exist any  mortgage,  security  interest,  lien or charge of any kind,
including  any  restriction  against  mortgages,  security  interests,  liens or
charges upon any of its other property or assets, whether now owned or hereafter
acquired, except for Permitted Liens.

               6.6  Limitations on Mergers,  Etc.  Merge or consolidate  with or
into any other  corporation  or entity or sell,  lease,  transfer  or  otherwise
dispose  of in a  single  transaction  or a  series  of  transactions,  all or a
substantial  part of its assets (other than sales made in the ordinary course of
business),  except  that any  Subsidiary  may merge into,  or transfer  all or a
substantial part of its assets to the Company or to a Subsidiary wholly owned by
the Company.

               6.7  Limitations  on  Acquisitions,   Advances  and  Investments.
Acquire stock issued by a corporation, all or substantially all of the assets of
any  Person,  an  ownership  interest in any  limited  liability  company or any
partnership or joint venture interest or make any loan,  advance or extension of
credit to any Person except (a) the purchase of United States  government  bonds
and obligations; (b) extensions of credit to customers in the ordinary course of
business of the Company or any Subsidiary; (c) the purchase of bank certificates
of deposit issued by a bank having a long-term  certificate of deposit rating of
A or better from Standard & Poor's Rating Services (or an equivalent rating from
another  national  rating  agency),  (d)  commercial  paper with a maturity  not
exceeding 90 days; (e) investments of the Company in any Subsidiary in existence
on the Closing Date, and loans and advances to wholly owned  Subsidiaries of the
Company and advances by any Subsidiary to the Company or to another wholly owned
Subsidiary;  (f) deposits in deposit  accounts at banks; (g) investments in bank
repurchase  agreements;  (h) loans and advances to  employees  and agents in the
ordinary  course of business for travel and  entertainment  expenses and similar
items; (i) partnership and joint ventures entered into in the ordinary course of
business;  (j)  nonhostile  acquisitions  of the  assets or 100% of the stock or
other


                                       35
<PAGE>

ownership interest of a Person; and (k) the purchase by the Company of its stock
to the extent permitted under section 6.1.

               6.8 Lines of Business.  Engage or permit any Subsidiary to engage
in any  business  other than those in which it is now engaged  and any  business
directly  related  thereto if, as a result  thereof,  the general  nature of the
businesses  engaged in by the Company  and its  Subsidiaries  on a  consolidated
basis would be substantially changed from the general nature of their businesses
as of the Closing Date.

               6.9 Sales of Receivables. Discount or sell with recourse, or sell
for less than the face amount thereof, any of its notes or accounts receivable.

               6.10  Sales of  Subsidiaries.  Sell or  otherwise  dispose of any
stock (or other ownership  interest),  or securities  convertible into stock (or
other  ownership  interest),  of any  Subsidiary  except to the  Company or to a
Subsidiary wholly owned by the Company.

               6.11 Sale and  Leaseback.  Sell or transfer  any fixed assets and
then or thereafter rent or lease as lessee any such assets.

               6.12   Indebtedness   to   Capitalization   Ratio.   Permit   the
Indebtedness to Capitalization Ratio to exceed 0.55 to 1.0 at any time.

               6.13 Interest Coverage Ratio.  Permit the Interest Coverage Ratio
to be less than 3.00 to 1.00 at any time.

               6.14  Indebtedness  to EBITDA Ratio.  Permit the  Indebtedness to
EBITDA Ratio to exceed 2.00 to 1.0 at any time.

               6.15  Transactions  with Affiliates.  Enter into or be a party to
any transaction with any Affiliate except as otherwise provided herein or in the
ordinary course of business and upon fair and reasonable terms which are no less
favorable than a comparable arm's length transaction with an entity which is not
an Affiliate.

          7. Events of Default; Remedies.

               7.1 Events of Default.  The  occurrence  of any of the  following
shall constitute an Event of Default:

                    (a)  Failure  to Pay  Note.  The  Company  fails  to pay (a)
principal  on any Note when due,  whether at a stated  payment  date,  or a date


                                       36
<PAGE>

fixed by the Company for prepayment or by  acceleration,  or (b) interest on any
Note, or any fee or other amount payable hereunder, when due and such default in
payment of interest,  fees or other  amounts  continues  uncured for a period of
five days; or

                    (b)  Falsity  of   Representations   and   Warranties.   Any
representation or warranty made in any Loan Document or in any writing furnished
in connection  with or pursuant to this  Agreement or any other Loan Document is
false in any  material  respect  on the date as of which made or as of which the
same is to be effective; or

                    (c) Breach of  Covenants.  The Company  fails to comply with
any term, covenant or agreement contained in section 5 or 6 hereof; or

                    (d) Breach of Other Provisions.  The Company fails to comply
with any other  agreement  contained  herein and such  default  continues  for a
period of 30 days after written notice to the Company from the Agent; or

                    (e)  Default  Under  Other  Agreements.  The  Company or any
Subsidiary fails to pay when due any other Indebtedness issued or assumed by the
Company or such  Subsidiary  or fails to comply with the terms of any  agreement
under which such  Indebtedness was created and such default continues beyond the
period of grace, if any, therein provided; or

                    (f) Entry of Final  Judgments.  A final  judgment is entered
against the Company or any Subsidiary which, together with all unsatisfied final
judgments entered against the Company and all  Subsidiaries,  exceeds the sum of
$250,000, and such judgment shall remain unsatisfied or unstayed for a period of
60 days after the entry thereof; or

                    (g) ERISA Liability. Any event in relation to any Plan which
the Lenders  determine in good faith could result in any of the  occurrences set
forth in section 3.11 above; or

                    (h)  Default  Under  Other  Loan  Documents.  An  "Event  of
Default" (as defined  therein)  shall occur under any other Loan Document or the
party to any other Loan Document fails to timely comply with any term,  covenant
or agreement contained therein; or

                    (i) Change In Control. Any Change in Control shall occur; or


                                       37
<PAGE>

                    (j)  Insolvency,  Failure  to Pay  Debts or  Appointment  of
Receiver, Etc. The Company or any Subsidiary becomes insolvent or the subject of
state  insolvency  proceedings,  fails generally to pay its debts as they become
due or makes an assignment for the benefit of creditors; or a receiver, trustee,
custodian or other similar official is appointed for, or takes possession of any
substantial part of the property of, the Company or any Subsidiary; or

                    (k) Subject of United  States  Bankruptcy  Proceedings.  The
taking of corporate  action by the Company or any  Subsidiary to authorize  such
organization  to become the  subject  of  proceedings  under the  United  States
Bankruptcy Code; or the execution by the Company or any Subsidiary of a petition
to become a debtor under the United States  Bankruptcy Code; or the filing of an
involuntary  petition  against  the Company or any  Subsidiary  under the United
States Bankruptcy Code which remains undismissed for a period of 60 days; or the
entry of an order for relief under the United States Bankruptcy Code against the
Company or any Subsidiary.

               7.2 Remedies.  Upon the occurrence of any of the events described
in sections 7.1(a) through 7.1(j),  inclusive, the Agent shall, at the direction
of the  Majority  Lenders,  at the  same or  different  times,  take  any of the
following actions:

                    (a) declare the Lenders'  Revolving  Loan  Commitments to be
terminated,  whereupon the Lenders' Revolving Loan Commitments shall immediately
terminate; or

                    (b) declare the Loans, and all accrued interest thereon,  to
be  immediately  due and  payable,  whereupon  the Loans,  all accrued  interest
thereon and all other amounts owing or payable under the Loan Documents shall be
immediately due and payable without  presentment,  demand,  protest or notice of
any kind, all of which are expressly waived by the Company.

                    Promptly following the making of such declaration, the Agent
shall give notice thereof to the Company and each Lender but the failure to give
such notice  shall not impair any of the effects of such  declaration.  Upon the
occurrence  of any of the events  described  in  section  7.1(k),  the  Lenders'
Revolving Loan Commitments shall immediately terminate,  and the Notes, together
with accrued  interest  thereon and all other amounts owing or payable under the
Loan Documents shall be immediately due and payable without presentment, demand,
protest or notice of any kind, all of which are expressly waived by the Company.

          8. The Agent.


                                       38
<PAGE>

               8.1  Appointment  and Duties of the  Agent.  The  Lenders  hereby
appoint  Firstar,  subject to the terms and conditions of this section 8, as the
Agent for the Lenders  under and for  purposes of this  Agreement  and the other
Loan Documents. Each of the Lenders hereby irrevocably,  authorizes, and directs
the  Agent to take  such  action  on its  behalf  and to  exercise  such  powers
hereunder as are delegated to the Agent herein, together with such powers as are
reasonably  incident  thereto,  in  connection  with the  administration  of and
enforcement  of any rights or remedies  with respect to this  Agreement  and the
other Loan  Documents.  The Agent shall use reasonable  diligence to examine the
face of each  document  received  by it  hereunder  to  determine  whether  such
document,  on its face, appears to be what it purports to be. However, the Agent
shall  not be under  any duty to  examine  into or pass  upon  the  validity  or
genuineness  of any  documents  received by it hereunder  and the Agent shall be
entitled  to assume  that any of the same which  appears  regular on its face is
genuine and valid and what it purports to be.

               8.2  Discretion  and Liability of the Agent.  Subject to sections
8.3, 8.5 and 9.12 hereof, the Agent shall be entitled to use its discretion with
respect to  exercising  or refraining  from  exercising  any rights which may be
vested in it by, or with respect to, taking or refraining from taking any action
or actions  which it may be able to take  under or in respect of this  Agreement
and the other  Loan  Documents.  Neither  the  Agent  nor any of its  directors,
officers,  employees,  agents or representatives  shall be liable for any action
taken or not taken under any Loan Document in the absence of gross negligence or
willful misconduct.

               8.3  Notice of  Default.  The  Agent  shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except
with  respect to a failure by the  Company to pay  principal,  interest  or fees
required to be paid to the Agent,  unless the Agent has actual knowledge of such
facts or has  received  notice from a Lender or the Company in writing that such
Lender or the Company  considers that a Default or Event of Default has occurred
and is continuing and which specifies the nature thereof.

                    If the Agent shall  acquire  actual  knowledge of or receive
notice  from a Lender or the  Company  that a Default  or Event of  Default  has
occurred,  the Agent shall  promptly  notify the Lenders and the Company of such
Default or Event of Default.

               8.4 Consultation.  The Agent in good faith may consult with legal
counsel or other  advisors  selected  by it and shall be  entitled to fully rely
upon any opinion of such counsel or other advisor in connection  with any action
taken or not taken by the Agent in accordance with such opinion.


                                       39
<PAGE>

               8.5  Communications  To and From  the  Agent.  Upon any  occasion
requiring or permitting an approval,  consent,  waiver, election or other action
on the part of the  Lenders,  unless  action  by the  Agent  alone is  expressly
permitted hereunder, action shall be taken by the Agent for and on behalf or for
the benefit of the Lenders upon the  direction  of the  Majority  Lenders or, if
required  under  section  9.12,  all the Lenders.  The Company may rely upon any
communication  from the Agent  hereunder and need not inquire into the propriety
of or authorization for such  communication.  Upon receipt by the Agent from the
Company or any Lender of any communication  calling for an action on the part of
the  Lenders,  the Agent will,  in turn,  promptly  inform the other  Lenders in
writing  of the  nature of such  communication.  In  addition,  the Agent  shall
forward to each Lender,  promptly after receipt,  copies of information provided
by the Company  pursuant to the  requirements  of the Loan Documents  including,
without  limitation,  the financial  statements  referred to in sections 5.1 and
5.2, and the notices referred to in section 5.12.

               8.6  Limitations  of  Agency.  The Agent  will act under the Loan
Documents solely as the agent of the Lenders and only to the extent specifically
set forth in the Loan Documents and will, under no circumstances,  be considered
to be a fiduciary of any nature  whatsoever in respect of any other Person.  The
relationship  between the Agent and the  Lenders is that of agent and  principal
only and the Agent  shall not be deemed  to be a trustee  or  fiduciary  for any
Lender.  The Agent may generally engage in any kind of banking or trust business
with the Company as if it were not the Agent.

               8.7 No  Representation  or  Warranty.  No Lender  (including  the
Agent) makes to any other  Lender any  representation  or  warranty,  express or
implied, or assumes any responsibility  with respect to the execution,  validity
or enforceability of this Agreement or the other Loan Documents.

               8.8 Lender Credit Decision. Each Lender acknowledges that it has,
independent of and without reliance upon any other Lender  (including the Agent)
or any information  provided by any other Lender (including the Agent) and based
upon the  financial  statements  of the  Company  and such other  documents  and
information  as it has  deemed  appropriate,  made its own credit  analysis  and
decision to enter into this  Agreement.  Each Lender also  acknowledges  that it
will,  independent of and without reliance upon any other Lender  (including the
Agent)  and  based  upon  such  documents  and  information  as  it  shall  deem
appropriate at that time,  continue to make its own credit decision in taking or
not taking action under this Agreement and the other Loan Documents.

               8.9 Indemnity.  Each Lender hereby  indemnifies  (which indemnity
shall survive the termination of this  Agreement) the Agent,  pro rata


                                       40
<PAGE>

according to such Lender's Percentage, from and against any and all liabilities,
obligations,  losses, damages,  claims, costs, or expenses of any kind or nature
whatsoever including reasonable attorneys' fees which may at any time be imposed
on, incurred by, or asserted against, the Agent in any way related to or arising
out of this  Agreement or the other Loan  Documents and as to which the Agent is
not reimbursed by the Company; provided, however, that no Lender shall be liable
for the  payment  of any  portion  of  such  liabilities,  obligations,  losses,
damages,  claims, costs or expenses which are determined by a court of competent
jurisdiction  in a final  proceeding  to have  resulted  solely from the Agent's
gross negligence or willful misconduct.  The Agent shall not be required to take
any action hereunder or under any other Loan Document, or to prosecute or defend
any suit in  respect  of the  transactions  contemplated  hereby,  unless  it is
indemnified  hereunder  to its  satisfaction.  If any  indemnity in favor of the
Agent shall be or become, in the Agent's  determination,  inadequate,  the Agent
may call for  additional  indemnification  from the  Lenders and cease to do the
acts indemnified against hereunder until such additional indemnity is given.

               8.10 Resignation or Removal of Agent;  Successor Agent. The Agent
may  resign  as such at any time  upon at least 30  days'  prior  notice  to the
Company and all  Lenders.  The Agent may be removed at any time by the  Majority
Lenders  upon at least 30 days'  prior  notice by the  Majority  Lenders  to the
Company and the Agent,  but only for cause consisting of its gross negligence or
willful  misconduct or following a declaration of insolvency by the  appropriate
regulators.  If the Agent at any time shall  resign or be removed,  the Majority
Lenders may appoint  another Lender as a successor  Agent which shall  thereupon
become the Agent  hereunder.  If no successor Agent shall have been so appointed
by the Majority  Lenders,  and shall have accepted such  appointment,  within 30
days after the  retiring  Agent gives notice of  resignation,  then the retiring
Agent may, on behalf of the Lenders, appoint the successor Agent, which shall be
one of the Lenders. Upon the acceptance of any appointment as Agent hereunder by
a successor  Agent,  such successor  Agent shall be entitled to receive from the
retiring Agent such documents of transfer and such assignments as such successor
Agent may reasonably  request,  and shall thereupon succeed to and become vested
with all rights,  powers,  privileges  and duties of the retiring  Agent and the
retiring  Agent shall be  discharged  from its duties and  obligations  as Agent
under this Agreement.

          9. Miscellaneous.

               9.1 Survival of  Representations  and  Warranties.  The Company's
representations  and  warranties  contained  in section 3 hereof  shall  survive
closing and execution and delivery of the Notes.


                                       41
<PAGE>

               9.2 Indemnification.  The Company agrees to defend, indemnify and
hold harmless the Agent, the Lenders and their respective  directors,  officers,
employees  and  agents  from and  against  any and all loss,  cost,  expense  or
liability (including reasonable attorneys' fees) incurred in connection with any
and  all  claims  or  proceedings   (whether  brought  by  a  private  party  or
governmental  agency)  as a result  of, or arising  out of or  relating  to: (a)
bodily injury, property damage,  abatement or remediation,  environmental damage
or  impairment or any other injury or damage  resulting  from or relating to any
hazardous or toxic  substance or  contaminated  material  (as  determined  under
Environmental  Laws)  located on or  migrating  into,  from or through  property
previously,  now or hereafter owned or occupied by the Company,  which the Agent
or any Lender may incur due to the making of the Loans, or otherwise;

                    (b) any transaction financed or to be financed,  in whole or
in part, directly or indirectly, with the proceeds of any Loan; or

                    (c) the entering into,  performance of and exercise of their
rights  under this  Agreement or any other Loan  Document by the Agent,  and the
Lenders.

                    This indemnity will survive the repayment of the Loans.

               9.3 Expenses.  The Company agrees, whether or not the transaction
hereby contemplated shall be consummated, to pay on demand (a) all out-of-pocket
expenses incurred by the Agent or any Lender in connection with the negotiation,
execution,  administration,  amendment or  enforcement of this Agreement and the
other Loan Documents,  including  reasonable counsel fees and expenses (provided
that the  maximum  amount  of fees  and  expenses  incurred  by each  Lender  in
connection with the negotiation, execution, administration and amendment of this
Agreement and the other Loan Documents to be reimbursed by the Company shall not
exceed  $1,000),  (b) any taxes  (including any interest and penalties  relating
thereto)  payable by any Lender  (other than taxes based upon such  Lender's net
income) on or with respect to the  transactions  contemplated  by this Agreement
(the Company hereby agreeing to indemnify each Lender with respect  thereto) and
(c) all out-of-pocket expenses,  including reasonable counsel fees and expenses,
incurred  by  the  Agent  or any  Lender  in  connection  with  any  litigation,
proceeding  or  dispute  in any way  related  to the  Agent's  and the  Lenders'
relationships  with the Company,  whether arising hereunder or otherwise,  other
than in connection  with a successful  action  brought by the Company  against a


                                       42
<PAGE>

Lender  for  such  Lender's  breach  of  its  obligations  to the  Company.  The
obligations of the Company under this section will survive payment of the Loans.

               9.4 Notices.  All notices provided for herein shall be in writing
and shall be (a) delivered; (b) sent by express or first-class mail; or (c) sent
by facsimile  transmission and confirmed in writing provided to the recipient in
a manner described in (a) or (b), and, if to the Agent or a Lender, addressed to
it at the  address  set  forth  below  its  signature,  and  if to the  Company,
addressed  to  it  at  5481  South  Packard  Avenue,  Cudahy,  Wisconsin  53110,
Attention:   Wayne  E.  Larsen,  Vice  President   Law/Finance,   Facsimile  No.
414-747-2890,  or to such other  address with respect to any party as such party
shall  notify the others in writing;  such  notices  shall be deemed  given when
delivered or mailed or so transmitted.

               9.5 Assignments and Participations.

                    (a) Any Lender may, with the written  consent of the Company
(at all times other than during the  existence  of an Event of Default)  and the
Agent, which consents shall not be unreasonably withheld, at any time assign and
delegate to one or more Eligible Assignees  (provided that no written consent of
the Company or the Agent shall be required in connection with any assignment and
delegation  by a Lender to an Eligible  Assignee  that is an  Affiliate  of such
Lender) (each an "Assignee")  all, or any ratable part of all, of the Loans, the
Revolving Loan  Commitment  and the other rights and  obligations of such Lender
hereunder,  in a minimum  amount of  $10,000,000;  provided,  however,  that the
Company and the Agent may continue to deal solely and directly  with such Lender
in  connection  with the  interest so assigned to an Assignee  until (i) written
notice of such  assignment,  together with payment  instructions,  addresses and
related  information with respect to the Assignee,  shall have been given to the
Company and the Agent by such Lender and the Assignee;  (ii) such Lender and its
Assignee  shall have  delivered to the Company and the Agent an  Assignment  and
Acceptance in the form of Exhibit E (an  "Assignment and  Acceptance")  together
with any Note  subject  to such  assignment  and  (iii) the  assignor  Lender or
Assignee  has paid to the Agent a processing  fee in an amount  specified by the
Agent not  exceeding  $3,500 and has agreed to  indemnify  and hold the  Company
harmless from and against any and all costs,  expenses and liabilities resulting
from such assignment.

                    (b) From and  after the date  that the  Agent  notifies  the
assignor  Lender that it has received (and provided its consent with respect to)
an  executed  Assignment  and  Acceptance  and  payment of the  above-referenced
processing fee, (i) the Assignee  thereunder shall be a party hereto and, to the
extent that rights and  obligations  hereunder have been assigned to it pursuant
to such  Assignment and  Acceptance,  shall have the rights and obligations of a
Lender


                                       43
<PAGE>

under the Loan Documents, and (ii) the assignor Lender shall, to the extent that
rights and  obligations  hereunder and under the other Loan  Documents have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
and be released from its obligations under the Loan Documents.

                    (c) Within five Business Days after its receipt of notice by
the Agent that it has received an executed Assignment and Acceptance and payment
of the  processing  fee, (and  provided  that it consents to such  assignment in
accordance with subsection 9.5(a)), the Company shall execute and deliver to the
Agent, a new Note evidencing such Assignee's  assigned Revolving Loan Commitment
and,  if the  assignor  Lender  has  retained  a  portion  of its  Loans and its
Revolving Loan  Commitment,  a replacement  Note in the principal  amount of the
Revolving Loan  Commitment  retained by the assignor  Lender (such Note to be in
exchange for, but not in payment of, the Note held by such Lender).  Immediately
upon each Assignee's  making its processing fee payment under the Assignment and
Acceptance, this Agreement shall be deemed to be amended to the extent, but only
to the  extent,  necessary  to reflect  the  addition  of the  Assignee  and the
resulting  adjustment of the Revolving Loan Commitments  arising therefrom.  The
Revolving Loan Commitment  allocated to each Assignee shall reduce the Revolving
Loan Commitment of the assigning Lender pro tanto.

                    (d) Any Lender may, at its option,  with the written consent
of the  Company (at all times  other than  during the  existence  of an Event of
Default) sell to another  financial  institution or  institutions  participating
interests  in a Note  payable to such Lender and, in  connection  with each such
sale, and thereafter, disclose to the purchaser or prospective purchaser of each
such  interest  financial  and other  information  concerning  the Company.  The
Company  agrees that if amounts  outstanding  under this Agreement or a Note are
due and unpaid, or shall have been declared or shall have become due and payable
upon the occurrence of an Event of Default,  each such purchaser shall be deemed
to have,  to the extent  permitted  by  applicable  law,  the right of setoff in
respect of its participating  interest in amounts owing under this Agreement and
such Note to the same extent as if the amount of its participating interest were
owed directly to it. The Company  further agrees that each such purchaser  shall
be  entitled  to the  benefits  of  sections  2.13 and 2.14 with  respect to its
participation in the selling Lender's  Revolving Loan Commitment;  provided that
no such purchaser  shall be entitled to receive any greater  amount  pursuant to
that section than the Lender would have been entitled to receive if no such sale
had occurred.

               9.6  Titles.  The titles of sections  in this  Agreement  are for
convenience only and do not limit or construe the meaning of any section.


                                       44
<PAGE>

               9.7 Parties Bound; Waiver. The provisions of this Agreement shall
inure to the benefit of and be binding upon any  successor of any of the parties
hereto and shall extend and be available to any holder of a Note;  provided that
the Company's  rights under this Agreement are not  assignable.  No delay on the
part of the Agent or any  Lender in  exercising  any right,  power or  privilege
hereunder shall operate as a waiver thereof,  and no single or partial  exercise
of any right,  power or  privilege  hereunder  shall  preclude  other or further
exercise  thereof or the exercise of any other right,  power or  privilege.  The
rights and remedies  herein  specified are  cumulative  and not exclusive of any
rights or remedies which the Agent or a Lender would otherwise have.

               9.8 Governing Law. This Agreement is being delivered in and shall
be deemed to be a contract  governed by the laws of the State of  Wisconsin  and
shall be  interpreted  and  enforced in  accordance  with the laws of that state
without regard to the principles of conflicts of laws.

               9.9 Submission to Jurisdiction; Service of Process. As a material
inducement to the Agent and the Lenders to enter into this Agreement:

                    (a) THE COMPANY  AGREES THAT ALL ACTIONS OR  PROCEEDINGS  IN
ANY  MANNER  RELATING  TO OR  ARISING  OUT OF THIS  AGREEMENT  OR THE OTHER LOAN
DOCUMENTS  MAY BE BROUGHT  ONLY IN COURTS OF THE STATE OF  WISCONSIN  LOCATED IN
MILWAUKEE  COUNTY OR THE FEDERAL COURT FOR THE EASTERN DISTRICT OF WISCONSIN AND
THE COMPANY CONSENTS TO THE JURISDICTION OF SUCH COURTS.  THE COMPANY WAIVES ANY
OBJECTION  IT MAY NOW OR  HEREAFTER  HAVE TO THE VENUE OF ANY SUCH COURT AND ANY
RIGHT IT MAY HAVE  NOW OR  HEREAFTER  HAVE TO  CLAIM  THAT  ANY SUCH  ACTION  OR
PROCEEDING IS IN AN INCONVENIENT COURT; and

                    (b) The  Company  consents  to the service of process in any
such action or  proceeding  by certified  mail sent to the address  specified in
section 9.4.

                    Nothing contained herein shall affect the right of the Agent
or the Lenders to serve process in any other manner permitted by law.

               9.10 Waiver of Jury Trial. THE COMPANY, THE AGENT AND THE LENDERS
HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A JURY
TRIAL  WITH  RESPECT TO ANY  ACTION OR CLAIM  BASED ON OR  ARISING  OUT OF OR IN
CONNECTION  WITH  THIS  AGREEMENT  OR ANY OTHER  LOAN  DOCUMENT,  ANY  COURSE OF
CONDUCT, COURSE OF DEALING,


                                       45
<PAGE>

STATEMENTS  (WHETHER  VERBAL OR WRITTEN) OR ANY OTHER ACTION OF ANY PARTY.  THIS
PROVISION  IS A MATERIAL  INDUCEMENT  TO THE AGENT AND THE LENDERS TO ENTER INTO
THIS AGREEMENT.

               9.11  Limitation  of  Liability.  THE COMPANY,  THE AGENT AND THE
LENDERS HEREBY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO CLAIM OR RECOVER FROM ANY
OTHER PARTY ANY SPECIAL,  EXEMPLARY,  PUNITIVE OR  CONSEQUENTIAL  DAMAGES OR ANY
DAMAGES, OF WHATEVER NATURE, OTHER THAN ACTUAL DAMAGES.

               9.12 Amendments. No provision of this Agreement or the other Loan
Documents may be amended, modified, supplemented, changed, waived, discharged or
terminated  unless  the  consent  of the  Majority  Lenders  and the  Company is
obtained in writing, provided, however, that no such amendment,  modification or
waiver which would:

                    (a) Modify any  requirement  hereunder  that any  particular
action be taken by all the Lenders or by the Majority Lenders shall be effective
unless consented to by each Lender;

                    (b) modify  this  section  9.12,  change the  definition  of
"Majority  Lenders," increase any Revolving Loan Commitment or the Percentage of
any Lender,  or reduce any fees payable  hereunder,  shall be  effective  unless
consented to by each Lender;

                    (c)  extend  the  scheduled  due  date  for the  payment  of
principal or interest on any Note (or reduce the principal  amount of or rate of
interest  on any Note)  shall be made  without the consent of the holder of such
Note;

                    (d) release any collateral (except as permitted herein or in
the applicable  Loan Document)  shall be effective  unless  consented to by each
Lender; or

                    (e) adversely affect the interests,  rights,  or obligations
of the Agent shall be made without the consent of the Agent.

               9.13 Counterparts. This Agreement and any amendment hereof may be
executed in several  counterparts,  each of which shall be executed by the Agent
and the Company and be deemed to be an original and all of which  together shall
constitute  one  instrument.   This  Agreement   shall  become   effective  when
counterparts hereof executed on behalf of the Company, the Agent and each


                                       46
<PAGE>

Lender shall have been received by the Agent and notice  thereof shall have been
given by the Agent to the Company and each Lender.

               9.14  Entire  Agreement.   This  Agreement  and  the  other  Loan
Documents shall constitute the entire agreement of the parties pertaining to the
subject matter hereof and supersedes all prior or contemporaneous agreements and
understandings of the parties in connection therewith.

                                        LADISH CO., INC.

                                        BY______________________________
                                          Its____________________________

   Revolving
      Loan
  Commitment        Percentage
  ----------        ----------

  $25,000,000         25%               FIRSTAR BANK MILWAUKEE, N.A.,
                                        as the Agent and a Lender

                                        BY_____________________________
                                          Its___________________________

                                        Address:  777 East Wisconsin Avenue
                                                  Milwaukee, WI 53202
                                                  Attn: Jeffrey J. Janza

                                        Facsimile No.:  414-765-4632


                                       47
<PAGE>

   Revolving
      Loan
  Commitment        Percentage
  ----------        ----------

  $17,500,000         17.5%             THE FIRST NATIONAL BANK OF CHICAGO

                                        BY_____________________________
                                          Its___________________________

                                        Address:  One First National Plaza
                                                  Suite IL1-0088
                                                  Chicago, IL 60670
                                                  Attn:  Lisa Mott

                                        Facsimile No.:  312-732-1117


  $17,500,000         17.5%             U.S. BANK NATIONAL ASSOCIATION

                                        BY_____________________________
                                          Its___________________________

                                        Address:  201 West Wisconsin Avenue
                                                  Milwaukee, WI 53259
                                                  Attn:  Dennis Ciche

                                        Facsimile No.:  414-227-5881


  $15,000,000         15%               HARRIS TRUST AND SAVINGS BANK

                                        BY_____________________________
                                          Its___________________________

                                        Address:  111 West Monroe Street


                                       48
<PAGE>

                                                  10th Floor West
                                                  Chicago, IL 60603
                                                  Attn:  Sunny M. Harnett

                                        Facsimile No.:  312-293-5040


  $15,000,000         15%               LASALLE NATIONAL BANK

                                        BY_____________________________
                                          Its___________________________

                                        Address:  411 East Wisconsin Avenue
                                                  Milwaukee, WI 53202
                                                  Attn:  James A. Meyer

                                        Facsimile No.:  414-224-0071


  $10,000,000         10%               ST. FRANCIS  BANK, F.S.B.

                                        BY_____________________________
                                        Its___________________________

                                        Address:  13400 Bishops Lane
                                                  Suite 190
                                                  Brookfield, WI 53005
                                                  Attn:  John C. Tans

                                        Facsimile No.:  414-486-8778

-------------        --------
$100,000,000          100%
==========================



                                       49
<PAGE>

                                  SCHEDULE 1.1

                      Existing Liens and Security Interests

     The liens and security  interests  arising  under the March 9, 1998 Amended
and  Restated  Credit  Agreement  among Ladish Co.,  Inc.  and General  Electric
Capital Corporation, as amended.

     April 24, 1997  Escrow  Agreement  between  Ladish  Co.,  Inc.  and Trinity
Fitting and Flange Group,  Inc. with Bank One Wisconsin  Trust Company as escrow
agent.


<PAGE>

                                  SCHEDULE 3.1

                                  Subsidiaries


1.       Stowe Machine Co., Inc., a Nevada corporation

2.       McLad Corporation, a Nevada corporation

<PAGE>

                                  SCHEDULE 3.4

                                   Litigation


None

<PAGE>

                                  SCHEDULE 3.18

                              Environmental Matters


Ladish  Co.,  Inc.  has been  named as a  potentially  responsible  party at the
following locations:

           Site                              Status
           ----                              ------

      1)   Hunts Superfund Site              Consent order signed, site
           Caledonia, WI                     remedied, monitoring continuing.

      2)   Fadrowski Superfund Site          Site remedied, owner has
           Franklin, WI                      monitoring responsibility.

      3)   ILCO Superfund Site               Ladish settled as a De Minimis
           Leeds, AL                         party and dismissed.

      4)   Marina Cliffs Superfund Site      Ladish settled as a De Minimis
           South Milwaukee, WI               party and dismissed.

Former  subsidiary of Ladish Co.,  Inc. was named as a  potentially  responsible
party at the Operating  Industries  Inc. site in California.  The subsidiary was
liquidated with no additional assets.


<PAGE>

                                  SCHEDULE 3.20

                              Year 2000 Compliance


Ladish Co., Inc. is in the process of changing its information technology system
and believes that the new system will be Year 2000 compliant.

<PAGE>

                                  SCHEDULE 6.3

                              Guaranty Obligations


Ladish Co., Inc. has guaranteed the performance of its wholly-owned  subsidiary,
Stowe  Machine Co., Inc.  ("Stowe") in connection  with the purchase by Stowe of
the business and assets of Adco Manufacturing, Incorporated.

Ladish Co., Inc. has guaranteed certain aspects of the performance and condition
of the assets of its former Industrial  Products Division ("IPD") under the sale
of IPD to Trinity Fitting and Flange Company, Inc.



                                      X-2