Exhibit 4.1

                                CREDIT AGREEMENT

                                      AMONG

              BANDO MCGLOCKLIN SMALL BUSINESS LENDING CORPORATION,

                    THE FINANCIAL INSTITUTIONS PARTIES HERETO

                                       AND

                          FIRSTAR BANK MILWAUKEE, N.A.,

                                    AS AGENT


                           DATED AS OF MARCH 11, 1998

   <PAGE>
                                TABLE OF CONTENTS
                                                                       Page

   1.   Definitions                                                      1

   2.   The Credit Facilities; Fees

        2.1  Revolving Loans                                            14
        2.2  Interest Rate Option                                       15
        2.3  Borrowing Procedure for Revolving Loans                    16
        2.4  Continuation and Conversion Procedure                      17
        2.5  Commitment Fee                                             18
        2.6  Reduction or Termination of Revolving
              Loan Commitment                                           18
        2.7  Interest Rates                                             19
        2.8  Payments                                                   19
        2.9  Prepayments                                                20
        2.10 Additional LIBOR Rate Loan Provisions                      20
        2.11 Setoff                                                     21
        2.12 Pro Rata Treatment; Sharing of Payments                    21
        2.13 Capital Adequacy                                           22
        2.14 Yield Protection                                           23
        2.15 Other Fees                                                 23

   3.   Representations and Warranties

        3.1  Organizations, Subsidiaries; Corporate Power; REIT Status  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
        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                                            27
        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 Closing Date                              28
        4.2  On or Before Each Subsequent Borrowing Date                30

   5.   Affirmative Covenants

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

   6.   Negative Covenants

        6.1  Restricted Payments                                        34
        6.2  Limitations on Indebtedness                                34
        6.3  Limitations on Contingent Obligations                      34
        6.4  Limitation on Liens and Encumbrances                       34
        6.5  Limitation on Mergers, Etc.                                34
        6.6  Limitation on Acquisitions, Advances and
              Investments                                               34
        6.7  Lines of Business                                          35
        6.8  Sale and Leaseback                                         35
        6.9  Adjusted Tangible Net Worth                                35
        6.10 Leverage Ratio                                             35
        6.11 Nonperforming Loans                                        35
        6.12 Third Party Loan Concentration                             35
        6.13 Net Earnings                                               35
        6.14 Lease Portfolio Coverage Ratio                             35
        6.15 Transactions with Affiliates                               35
        6.16 Concessions to Borrowers                                   36

   7.   Events of Default

        7.1  Events of Default                                          36
        7.2  Remedies                                                   37
        7.3  Revolving Loans to Retire Commercial Paper                 38

   8.   The Agent

        8.1  Appointment and Duties of Agent                            39
        8.2  Discretion and Liability of the Agent                      39
        8.3  Notice of Default                                          39
        8.4  Consultation                                               40
        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                                                  41
        8.10 Resignation or Removal of Agent; Successor
              Agent                                                     41

   9.   Miscellaneous

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

                            Schedules

             Schedule 1:    Existing Liens and Security Interests
             Schedule 3.1:  Subsidiaries
             Schedule 3.4:  Litigation
             Schedule 3.20: Year 2000 Compliance
             Schedule 6.2:  Existing Indebtedness
             Schedule 6.3:  Existing Contingent Obligations
             Schedule 6.12: Third Party Loan Concentration

                            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 Borrowing Base Certificate
             Exhibit E:     Form of Compliance Certificate
             Exhibit F:     Form of Opinion of Company Counsel
             Exhibit G:     Form of Parent Guaranty
             Exhibit H:     Form of Collateral Custodian Agreement
             Exhibit I:     Form of Notice Regarding Nonperforming Loan
             Exhibit J:     Form of Notice Regarding Nonperforming Lease

   <PAGE>
                                CREDIT AGREEMENT

             THIS CREDIT AGREEMENT, dated as of March 11, 1998, is among
   BANDO MCGLOCKLIN SMALL BUSINESS LENDING CORPORATION, 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

                  "Adjusted Tangible Assets" means, with respect to the
   Company on any date of determination, all assets except:  (a) trademarks,
   tradenames, franchises, goodwill, and other similar intangibles;
   (b) assets located and notes and receivables due from obligors domiciled
   outside the United States of America, Puerto Rico, or Canada; and
   (c) accounts, notes, and other receivables due from Affiliates or
   employees.

                  "Adjusted Tangible Net Worth" means, with respect to the
   Company on any date of determination, the remainder of (a) net book value
   (after deducting related depreciation, obsolescence, amortization and
   other proper reserves) at which the Adjusted Tangible Assets of the
   Company would be shown on a balance sheet of the Company at such date, but
   excluding any amounts arising from write-ups of assets, minus (b) the
   amount at which the Company's liabilities (other than preferred stock,
   capital stock, surplus, and retained earnings) would be shown on such
   balance sheet, and including as liabilities all reserves for contingencies
   and other potential liabilities.

                  "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.  Although
   not Affiliates within the definition of this term, for purposes of this
   Agreement, Lee Middleton Original Dolls, Inc. and Licensed Products, Inc.
   shall be deemed Affiliates.

                  "Applicable Margin" means (a) in the case of Base Rate
   Loans, 0% and (b) in the case of LIBOR Rate Loans, 1.375%.

                  "Applicable Percentage" means, with respect to each Third
   Party Loan, (a) 100% in the case of a Third Party Loan which is totally
   owned and funded by the Company and with respect to which the Company has
   neither assigned such loan nor granted a participation interest therein,
   (b) 0% in the case of either (i) a Third Party Loan for which the Company
   has sold a 50% or greater participation interest to a third party or (ii)
   a Third Party Loan for which the Company has sold a participation interest
   to a third party and such third party is entitled to receive principal and
   interest payments on a preferential basis and (c) in all other cases, the
   Applicable Percentage shall be the percentage interest in such Third Party
   Loan retained by the Company.

                  "Appraised Value" means the fair market value of real
   property securing a Third Party Loan or constituting Eligible Leased Real
   Estate as determined by an MAI appraiser acceptable to the Agent in a
   written appraisal which satisfies all regulatory requirements applicable
   to the Lenders; provided, however, that in each circumstance in which the
   Appraised Value exceeds $1,000,000 or for an appraisal of property
   securing a Nonperforming Loan, such appraisal shall be reviewed by the
   Agent and if the Agent, in its reasonable judgment, determines that the
   value of such real property is less that the amount shown in the
   applicable appraisal, then the Appraised Value shall be such lesser amount
   determined by the Agent; provided, further, that in the case of a
   Nonperforming Loan, the Appraised Value shall be $0 until the date the
   Agent receives a new appraisal of the relevant real property, or the
   Company and the Majority Lenders otherwise agree.

                  "Base Rate" means, for any day, the Prime Rate in effect
   for such day.

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

                  "Borrowing Base Amount" means, on each date of
   determination, an amount equal to the sum of:

                  (a)  the Owner-Occupied Real Estate Loan Borrowing Base
   Amount;

                  (b)  the Leased Real Estate Borrowing Base Amount;

                  (c)  the lesser of (i) 80% of the Applicable Percentages of
   the outstanding principal balances of Eligible Current Asset Loans and
   (ii)[a] during the period from the Closing Date through December 30, 1998,
   $10,000,000 and [b] thereafter, $0;

                  (d)  the lesser of (i) 80% of the Applicable Percentage of
   the outstanding principal balances of Eligible Construction Loans and
   (ii)[a] during the period from the Closing Date through December 30, 1998,
   $8,000,000 and [b] thereafter, $0; and

                  (e)  80% of Eligible Construction Costs.

                  "Borrowing Base Certificate" means a certificate in
   substantially the form of Exhibit D.

                  "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 Chicago,
   Illinois 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.

                  "Capital Funds" means the sum of Adjusted Tangible Net
   Worth plus the outstanding principal amount of all Subordinated Debt.

                  "Capitalized Lease" means any lease, the obligations under
   which have been, or in accordance with GAAP are required to be, recorded
   as a capital lease liability on the balance sheet of the Company.

                  "Closing Date" means the first Borrowing Date.

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

                  "Collateral Custodian" means Firstar Trust Company or any
   successor appointed as the Collateral Custodian pursuant to the Collateral
   Custodian Agreement.

                  "Collateral Custodian Agreement" means the Collateral
   Agency Agreement in substantially the form of Exhibit H, as amended,
   revised, supplemented or restated from time to time.

                  "Commercial Paper" means commercial paper issued by the
   Company and placed by a CP Placement Agent.

                  "Compliance Certificate" means a certificate in
   substantially the form of Exhibit E.

                  "Contingent Obligation" means, as to any Person, any direct
   or indirect liability of that Person with respect to any Indebtedness,
   lease, dividend, letter of credit or other obligation (the "primary
   obligation") of another Person, including (a) any obligation to purchase,
   repurchase or otherwise acquire a primary obligation or any security
   therefor, (b) any obligation to advance or provide funds for the payment
   or discharge of a primary obligation or to maintain the working capital or
   net worth of another Person and (c) any obligation to assure or hold
   harmless the holder of a primary obligation against loss.

                  "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.

                  "CP Placement Agent" means either Firstar or First Bank
   acting in their capacity as a placement agent for the Commercial Paper
   under a CP Placement Agreement.

                  "CP Placement Agreement" means the commercial paper
   placement agreements, letter agreements or such other documents or
   agreements between the Company and Firstar or First Bank, as the case may
   be, setting forth the terms under which Firstar or First Bank, as the case
   may be, will place Commercial Paper, as amended, revised, supplemented or
   restated from time to time.

                  "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.

                  "Eligible Construction Costs" means, with respect to the
   construction of a facility that upon completion will constitute Eligible
   Leased Real Estate, all costs relating to acquiring, constructing,
   designing, engineering and equipping the facility to be owned by the
   Company, provided that Soft Costs shall not exceed 5% of total Eligible
   Construction Costs.

                  "Eligible Construction Loan" means a Third Party Loan to
   fund the purchase of land and the construction of a facility to be owned
   and occupied by the borrower (which is not an Affiliate of the Company)
   (a) which facility, upon completion, will be utilized by the borrower in
   the ordinary course of its business, (b) with respect to which no default
   has occurred under the loan documents evidencing such Third Party Loan and
   (c) with respect to which the Company has granted the Agent a first
   priority security interest in the underlying promissory note executed by
   such borrower, an assignment of the mortgage securing such promissory note
   and a security interest in or lien upon any other collateral related
   thereto as required by the provisions of the Collateral Custodian
   Agreement.  Upon occupancy of such facility the Third Party Loan shall
   become an Owner-Occupied Real Estate Loan.

                  "Eligible Current Asset Loan" means a Third Party Loan
   secured solely by the accounts receivable and inventory of the borrower
   (which is not an Affiliate of the Company) (a) with respect to which the
   Company has a perfected, first priority security interest in such accounts
   receivable and inventory, and all proceeds thereof, (b) with respect to
   which no default has occurred under the loan documents evidencing such
   Third Party Loan and (c) with respect to which the Company has granted the
   Agent a first priority security interest in the promissory note executed
   by such borrower, an assignment of the Company's security interest in the
   accounts receivable, inventory and proceeds of the borrower, a uniform
   commercial code financing statement evidencing such assignment and a
   security interest in or lien upon any other related collateral as required
   by the provisions of the Collateral Custodian Agreement.

                  "Eligible Leased Real Estate" means real property owned by
   the Company and leased to a lessee (a) which is used by the lessee in the
   conduct of its business activities and (b) with respect to which the
   Company has provided the Collateral Custodian with the documents,
   instruments and agreements described in section 3.3 of the Collateral
   Custodian Agreement.  The only Eligible Leased Real Estate with an
   Affiliate of the Company as a tenant are (or will be) (a) the existing
   lease of its principal executive office to InvestorsBank and (b) the
   existing facility leased to Licensed Products, Inc.

                  "Eligible Owner-Occupied Real Estate Loan" means an Owner-
   Occupied Real Estate Loan with respect to which the Company has provided
   the Collateral Custodian with the documents, instruments and agreements
   described in section 3.4 of the Collateral Custodian Agreement.  The only
   Owner-Occupied Real Estate Loans to an Affiliate of the Company which may
   be an Eligible Owner-Occupied Real Estate Loan is a loan to Lee Middleton
   Original Dolls, Inc. in an amount not to exceed 80% of Appraised Value,
   subject to a maximum of $2,500,000.

                  "Eligible Third Party Loans" means Eligible Construction
   Loans, Eligible Current Asset Loans and Eligible Owner-Occupied Real
   Estate Loans.

                  "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.

                  "Established Value" means (a) in the case of an Eligible
   Construction Loan, the lower of cost or Appraised Value of the real
   property financed thereby, (b) in the case of Eligible Leased Real Estate,
   the lesser of the Appraised Value or the net book value (determined in
   accordance with GAAP) of such real property and (c) in the case of an
   Eligible Owner-Occupied Real Estate Loan, the Appraised Value of the real
   property securing such loan.

                  "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 brokers of the Federal Reserve System, 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 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., and its
   successors.

                  "First Bank" means First Bank National Association, and its
   successors.

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

                  "Indebtedness" means (a) all indebtedness for borrowed
   money created, incurred or assumed by a Person, (b) all obligations
   issued, undertaken or assumed as the deferred purchase price of property
   or services (other than trade payables entered into in the ordinary course
   of business), (c) all non-contingent reimbursement or payment obligations
   with respect to letters of credit and surety instruments, (d) all
   obligations evidenced by notes, bonds, debentures or similar instruments,
   (e) all indebtedness created or arising under conditional sale or other
   title retention agreements, (f) Capitalized Leases, (g) indebtedness for
   borrowed money secured by any mortgage, lien, pledge or security interest
   on property of a Person even though it has not assumed or otherwise become
   liable for the payment thereof and (h) a Person's obligations under Swap
   Contracts.

                  "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 2.3(a) or 2.4(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.

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

                  (a)  an amount equal to the rental income received by the
   Company's leasing division during the month preceding the date of
   determination multiplied by 12; and

                  (b)  the net book value of the properties owned by the
   Company's leasing division;

   all as determined in accordance with GAAP.

                  "Leased Real Estate Borrowing Base Amount" means an amount
   equal to the lesser of:

                  (a)  $20,000,000; or 

                  (b)  the sum of:

                       (i)  in the case of Eligible Leased Real Estate which
   is not a Nonperforming Lease, an amount equal to 80% of the Established
   Value of such Eligible Leased Real Estate; and

                       (ii) in the case of Eligible Leased Real Estate which
   is a Nonperforming Lease, an amount equal to 50% of the Established Value
   of such Eligible Leased Real Estate.

                  "Leverage Ratio" means, on each date of determination, the
   relationship, expressed as a numerical ratio, between (a) Total
   Liabilities and (b) Capital Funds; all as determined for the Company in
   accordance with GAAP.

                  "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 by the Agent to 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,
   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 Documents" means this Agreement, the Notes, the
   Security Documents, the Collateral Custodian Agreement, the Parent
   Guaranty 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 66 2/3% of the aggregate outstanding principal balance
   of the Revolving Loans or, if there are no Revolving Loans outstanding,
   Lenders whose aggregate Percentage is at least 66 2/3%.

                  "Maturity Date" means April 30, 1999, 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 Parent, the Company or any member of the Controlled Group is required
   to contribute on behalf of its employees.

                  "Net Earnings" means the excess of:

                  (a)  all revenues and income derived from operations in the
   ordinary course of business, including gains on the sale of Company-owned
   real estate (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 in accordance with GAAP, applied on a consistent basis
   to the Company.

                  "Nonperforming Lease" means Eligible Leased Real Estate if
   (a) the lease has been terminated, (b) the tenant has abandoned the
   property or (c) the tenant is more than 90 days past due on a lease
   payment.  Unless otherwise agreed to by the Majority Lenders and notice
   thereof , in the form of Exhibit J atteach hereto, has been sent to the
   Company, a Nonperforming Lease shall continue as a Nonperforming Lease
   until the property is leased to a new tenant and a new appraisal is
   furnished to the Agent, even if the tenant fully cures all payment
   defaults.

                  "Nonperforming Loans" means a Third Party Loan which the
   Company has accelerated the maturity thereof or with respect to which the
   borrower is more than 90 days past due on a payment of principal or
   interest.  Unless otherwise agreed to by the Majority Lenders and notice
   thereof, in the form of Exhibit I attached hereto, has been sent to the
   Company, a Third Party Loan which becomes a Nonperforming Loan shall
   continue as a Nonperforming Loan even if the borrower subsequently cures
   the payment default.

                  "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.

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

                  "Owner-Occupied Real Estate Loan" means a Third Party Loan
   secured by a first priority mortgage lien on real property owned and
   occupied by the borrower, an Affiliate of the borrower or other party
   related to the borrower.

                  "Owner-Occupied Real Estate Loan Borrowing Base Amount"
   means an amount equal to the sum of:

                  (a)  in the case of an Eligible Owner-Occupied Real Estate
   Loan which is not a Nonperforming Loan, an amount equal to the Applicable
   Percentage of the lesser of [a] the outstanding principal balance of such
   Eligible Owner-Occupied Real Estate Loan and [b] 64% of the Established
   Value of the real property securing such Eligible Owner-Occupied Real
   Estate Loan; plus

                  (b)  in the case of an Eligible Owner-Occupied Real Estate
   Loan which is a Nonperforming Loan, an amount equal to the Applicable
   Percentage of the lesser of [a] the outstanding principal balance of such
   Eligible Owner-Occupied Real Estate Loan and [b] 50% of the Established
   Value of the real property securing such Eligible Owner-Occupied Real
   Estate Loan;

   provided, however, that the Owner-Occupied Real Estate Loan Borrowing Base
   Amount shall be reduced, if and to the extent necessary, so that the
   Applicable Percentage of the outstanding principal balances of Owner-
   Occupied Real Estate Loans is not less than 110% of the Owner-Occupied
   Real Estate Loan Borrowing Base Amount.

                  "Parent" means Bando McGlocklin Capital Corporation, a
   Wisconsin corporation.

                  "Parent Guaranty" means a guaranty agreement in
   substantially the form of Exhibit G.

                  "Percentage" means, for each Lender:

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

                  (b)  with respect to the Revolving Loans outstanding at any
   time, a percentage equal to the outstanding principal amount of Revolving
   Loans made by such Lender divided by the aggregate outstanding principal
   amount of Revolving Loans made by all Lenders;

   and the Percentage of each Lender is set forth opposite its signature
   hereto.

                  "Permitted Liens" means (a) security interests and liens
   listed on Schedule 1 attached hereto, provided that the Indebtedness
   secured thereby shall not be increased; (b) liens for taxes, assessments
   or governmental charges not delinquent or being contested in good faith by
   the Company for which adequate reserves are established and maintained in
   accordance with GAAP; (c) construction lien claims not delinquent;
   (d) 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; (e) security interests and liens in favor of
   the Agent for the benefit of the Lenders; (f) security interests and liens
   in favor of a Lender provided that such security interests and liens are
   subordinate to any security interests and liens granted by the Company in
   favor of the Agent; (g) security interest and liens for Indebtedness
   created, incurred or assumed by the Company after the date of this
   Agreement and permitted under section 6.2(g); 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.

                  "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 the purpose of mitigating the Company's risks with respect to
   interest rate volitility 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 Parent, the
   Company or any member of the Controlled Group or any such Plan to which
   the Parent, the Company 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 prime rate.  The Prime Rate may or may not
   be the lowest interest rate charged by the Agent.

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

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

                  "Revolving Loan" means an extension of credit 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 initially $50,000,000 and is subject to
   reduction from time to time pursuant to section 2.6.  The Revolving Loan
   Commitment of each Lender is such Lender's Percentage of the total
   Revolving Loan Commitment and the initial Revolving Loan Commitment of
   each Lender in set forth opposite its signature hereto.

                  "Security Documents" means the documents described in
   section 4.1(b) and any other document, instrument or agreement furnished
   by the Company to the Agent which provides collateral for the obligations
   of the Company under the Loan Documents.

                  "Soft Costs" means, with respect to an Eligible
   Construction Loan, any loan fees, debt service costs, developer's fees,
   including all contingencies, overhead expenses, administrative expenses
   and profit, insurance premiums, survey expenses, surveyor's fees, title
   fees and expenses, broker's fees and architect's fees and expenses.

                  "Subordinated Debt" means Indebtedness of the Company, 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 an interest rate swap, cap, floor or
   collar agreement, including any master agreement relating to or governing
   any of the foregoing.

                  "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.

                  "Third Party Loans" means commercial loans extended by the
   Company to third parties and commercial loans extended by InvestorsBank
   for which the promissory note evidencing the borrower's underlying
   obligations and all collateral securing such obligations have been fully
   assigned to the Company.

                  "Total Liabilities" means (a) all items which, in
   accordance with GAAP, would be classified as liabilities on the balance
   sheet of the Company, including all Capitalized Leases, and
   (b) indebtedness for borrowed money secured by any mortgage, lien, pledge
   or security interest on property of the Company even though it has not
   assumed or otherwise become liable for the payment thereof.

                  "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 date of this Agreement
   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 plus the outstanding
   principal amount of Commercial Paper would exceed the lesser of the total
   Revolving Loan Commitments or the Borrowing Base Amount.  Within such
   maximum amount Revolving Loans may be made, repaid and made again.  The
   Revolving Loans made by a Lender shall be evidenced by the Note payable to
   the order of such Lender and shall be payable on the Maturity Date. 
   Although each Note shall be expressed to be payable in the amount of the
   payee Lender's initial Revolving Loan Commitment, 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. 
   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 $2,500,000;

                            (ii) The Company may request a Swing Line Loan by
   a telephonic request therefor to Firstar no later than 4 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;
   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 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 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 Swing Line Loans then outstanding.  Such
   transfer shall be considered a Revolving 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 a participation in such Swing Line
   Loans in an amount equal to such Lender's Percentage of the then
   outstanding principal amount of Swing Line Loans.  The Company and Firstar
   agree that the aggregate outstanding principal balance of Swing Line Loans
   shall be reduced to $0 for at least one day each calendar week.

                  2.2  Interest Rate Options.  Revolving 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 $500,000 and in integral
   multiples of $100,000 above such minimum.  After giving effect to any
   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 the date 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 Revolving Loans made on each Borrowing
   Date shall be in a minimum amount of $500,000 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 4.2(b) and 4.2(c) will be
   satisfied on the specified Borrowing Date.  The Agent will promptly notify
   the Lenders of the requested Revolving Loans.  On or before 2 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.  The Agent shall, on or before
   3 p.m., Milwaukee, Wisconsin time, notify the Company if the Agent has not
   received each Lender's deposit of its Percentage of the requested
   Revolving Loan.  On or before 3 p.m., Milwaukee, Wisconsin time, provided
   the Agent has received each Lender's Percentage of the requested Revolving
   Loan and upon fulfillment of the applicable borrowing conditions, the
   Agent shall deposit the Revolving Loans in the Company's account
   maintained with the Agent.

                       (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 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 applicable to such amount as selected by
   the Company on the Borrowing Date for such amount.

                       (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
   Revolving Loans to be converted or continued and (iii) the duration of the
   Interest Period 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 Revolving Loans with respect to which the notice was given.

                       (e)  Notwithstanding anything to the contrary
   contained in this section, Revolving 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 March 31, 1998 and on the Maturity Date, a commitment fee equal
   to 1/2 of 1% per year 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 March
   31, 1998, the applicable period shall be the date of this Agreement
   through March 31, 1998.  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. 
   The Company may, upon three 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 Notes on the date of such
   reduction plus the aggregate outstanding principal amount of Commercial
   Paper on such date, (ii) the Revolving Loan Commitments may not be
   terminated by the Company unless there is no Commercial Paper outstanding
   and (iii) 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 Loans, all accrued interest
   and all fees, expenses and other amounts payable under this Agreement as
   of the termination date.  Each reduction in the total Revolving Loan
   Commitment shall be in a minimum amount of $5,000,000 and in integral
   multiples of $1,000,000 above such minimum.  Each reduction in the total
   Revolving Loan Commitment shall ratably reduce each Lender's Revolving
   Loan Commitment.

                  2.7  Interest Rates.

                       (a)  The unpaid principal balance of Base Rate Loans
   outstanding from time to time shall bear interest prior to the Maturity
   Date at an annual rate equal to the Base Rate plus the 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 March 2,1998, and on the Maturity Date.

                       (b)  The unpaid principal balance of each LIBOR Rate
   Loan 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.

                       (c)  Notwithstanding the provisions of sections 2.7(a)
   and 2.7(b) 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, bear interest at an annual rate
   equal to the Base Rate plus two percentage points (the "Default Rate"),
   payable upon demand.  On and after the Maturity Date, the unpaid principal
   balance of the Notes and all accrued interest thereon shall bear interest
   at the Default Rate and shall be payable upon demand.

                       (d)  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 and other amounts due hereunder shall be made at
   the office of the Agent, for the account of the Lenders, in immediately
   available funds not later than 2 p.m., 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(b), the Agent shall forward to each Lender,
   promptly after receipt, such Lender's Percentage of such payments received
   by the Agent.  

                  2.9  Prepayments.  The Company shall immediately and
   without demand by the Agent or any Lender make a mandatory prepayment of
   the Notes if and to the extent that the sum of the aggregate outstanding
   principal balances of the Notes plus the aggregate outstanding principal
   amount of the Commercial Paper exceeds the Borrowing Base Amount.  The
   Company may at any time repay, without premium or penalty, Base Rate Loans
   in a minimum amount of $500,000 (or, if less, all outstanding Base Rate
   Loans).  The Company may prepay LIBOR Rate Loans (in a minimum amount of
   $500,000 and in integral multiples of $100,000 above such minimum) at any
   time; provided, that, in the event of a prepayment of LIBOR Rate Loans on
   any day other than the last day of the applicable Interest Period, the
   Company shall also pay to the Bank 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 1 p.m.,
   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.

                       (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 (in
   each case other than as a result of the occurrence of an event described
   in section 2.10(b) hereof): (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
   therefore; 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 five 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 the 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 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 Revolving 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 Revolving 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 nondeliquent Lenders in proportion to
   their respective pro rata shares of all outstanding Revolving 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 Revolving 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 Revolving 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 Revolving 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. Such notice (which
   shall include calculations in reasonable detail) shall, in the absence of
   manifest error, be conclusive and binding on the Company.

                  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
   Revolving 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 Revolving Loans; or

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

   then, within 15 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. Such
   notice (which shall include calculations in reasonable detail) shall, in
   the absence of manifest error, be conclusive and binding on the Company.

                  2.15 Other Fees.  In addition to the other fees described
   herein, the Company shall pay to Firstar the arrangement fees and annual
   agency fees described in the fee letter dated December 19, 1997 from
   Firstar to the Company (the "Fee Letter").

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

                  3.1  Organization; Subsidiaries; Corporate Power; REIT
   Status.  The Company is a corporation validly existing under the laws of
   the State of Wisconsin.  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.  The Company has no Subsidiaries.  The Company has the
   corporate power to own its properties and carry on its business as
   currently being conducted.  The Company has elected, and is duly
   qualified, to operate as a "real estate investment trust" ("REIT")
   pursuant to section 856 of the Code and applicable regulations issued by
   the Internal Revenue Service.  The Company has no knowledge of any facts
   or circumstances that would disqualify the Company as a REIT and has no
   knowledge of any pending or threatened action by the Internal Revenue
   Service to revoke or terminate the Company's election to operate, or
   status, as a REIT.

                  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, 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 Parent and its
   consolidated subsidiaries as of December 31, 1996, and related statements
   of income, retained earnings and cash flows for the year ended on that
   date, certified by Price Waterhouse LLP and (b) the unconsolidated balance
   sheet of the Company dated November 30, 1997 and related statements of
   income and cash flows 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
   Parent and its subsidiaries of the Company, respectively, 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 Parent 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 the properties of the Company which if determined adversely
   would have a material adverse effect upon the business, financial
   condition or properties of the Company.

                  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.  The Company has no
   outstanding Indebtedness or Contingent Obligations, except those permitted
   under sections 6.2 and 6.3.  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 or Contingent Obligation or any agreement
   relating thereto or (b) any other agreement or instrument to which the
   Company is a party and which is material to the financial condition,
   business operations or prospects of the Company.

                  3.7  Ownership of Properties; Liens and Encumbrances.  The
   Company 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 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 Parent and the Company have
   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 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.  The Company is not 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 member of the Controlled 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.  The Company is not 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 (b) under or pursuant to which the Company 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 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.

                  3.14 Dump Sites.  With respect to the period during which
   the Company owned or occupied its real estate, and to the Company's
   knowledge after reasonable investigation, with respect to the time before
   the Company 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, 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, nor, to the Company's
   knowledge after reasonable investigation, have there ever been tanks or
   other facilities on, under, or at any real estate owned or occupied by the
   Company which contained 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 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.

                  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.

                  3.18 Environmental Judgments, Decrees and Orders.  The
   Company is not subject to any judgment, decree, order or citation related
   to or arising out of Environmental Laws.  The Company has not 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 in
   its 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
   Revolving Loans is subject to the satisfaction, on or before the following
   Borrowing Dates, of the following conditions:

                  4.1  On or Before the Closing Date.  The Agent shall have
   received the following, all in form, detail and content satisfactory to

   the Lenders:

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

                       (b)  Security Documents.

                            (i)  a security agreement, granting the Agent,
   for the benefit of the Lenders, a security interest in all of the personal
   property of the Company;

                            (ii) all financing statements required to perfect
   the security interests granted to the Agent by the Company; and

                            (iii)     a collateral assignment of deposit
   accounts, assigning to the Agent, for the benefit of the Lenders, the
   Company's deposit accounts at InvestorsBank.

                       Each of the Security Documents shall be duly executed
   by the Company.

                       (c)  Collateral Custodian Agreement.  The Collateral
   Custodian Agreement, duly executed by the parties thereto.

                       (d)  Parent Guaranty.  The Parent Guaranty, duly
   executed by the Parent.

                       (e)  Amendment to Master Note Purchase Agreement.  An
   amendment to the Master Note Purchase Agreement dated as of January 1,
   1997 among the State of Wisconsin Investment Board, the Company and the
   Parent.

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

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

                       (h)  Closing Certificate of the Company.  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.

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

                       (j)  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.

                       (k)  Borrowing Base Certificate.  A completed
   Borrowing Base Certificate as of the Closing Date.

                       (l)  No Default Certificate.  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 Closing Date; there shall exist
   on the Closing Date no Default or Event of Default; and the Lenders shall
   have received a certificate to those effects, signed by the President of
   the Company.

                       (m)  Opinion of Counsel.  An opinion from Foley &
   Lardner, counsel to the Company, in the form of Exhibit F attached hereto.

                       (n)  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.

                       (o)  Fees.  The closing fees set forth in the Fee
   Letter.

                  4.2  On or Before Each Subsequent Borrowing Date:

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

                       (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 section 5.1 of this Agreement and
   section 8(b) of the Parent Guaranty 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 Revolving 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,
   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  Monthly Financial Statements and Reports.  Furnish to
   the Agent within 30 days after the end of each month a copy for each
   Lender of a balance sheet of the Company as of the end of such month and a
   related statement of income for the period from the beginning of the
   fiscal year to the end of such month, prepared in accordance with GAAP,
   subject to normal year-end adjustments.  Such monthly financial statements
   shall be accompanied by (a) a Borrowing Base Certificate as of the last
   day of such month and (b) a Compliance Certificate as of the last day of
   such month.

                  5.2  Other Financial Information.  Furnish to the Agent,
   (a) immediately upon any increase in the Company's outstanding Commercial
   Paper obligations, a notice setting forth the then outstanding balance of
   such Commercial Paper obligations, and (b) as soon as available, copies
   for each Lender of such other financial information as any Lender may from
   time to time reasonably request.

                  5.3  Books and Records; Inspection.  Keep proper, complete
   and accurate books of record and account and permit any representative 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 at any
   reasonable time and as often as may reasonably be desired.  Without
   limiting the generality of the foregoing, the Company agrees to permit a
   third party auditor selected by the Agent, at the expense of the Company,
   to conduct on an annual basis an audit of all Third Party Loans, the scope
   and timing of which audit are more particularly described in that certain
   letter dated March 11, 1998 from the Agent to the Company.

                  5.4  Insurance. Maintain insurance coverage as may be
   required by law or the Security Documents 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 (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 and insurance covering the
   Company's risk of loss if tenant fails to maintain required insurance.

                  5.5  Condition of Property.  Keep its properties (whether
   owned or leased) in good condition, repair and working order (reasonable
   wear and tear excepted).

                  5.6  Payment of Taxes.  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 and appropriate reserves with
   respect thereto are established and maintained in accordance with GAAP.

                  5.7  Compliance with Law.  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.

                  5.8  ERISA Certificate.  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.

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

                  5.10 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 the lessor
   under any lease as to which the Company 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 source 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 under
   Environmental Laws or which seeks damages or civil, criminal or punitive
   penalties from the Company for an alleged violation of Environmental Laws;
   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.

                  5.11 Deposit Accounts.  The Company shall maintain all of
   its primary operating and investment accounts at a Lender or at
   InvestorsBank.  The Company shall, promptly upon request by the Agent,
   cause InvestorsBank to report to the Agent the individual and aggregate
   balances of all the Company's deposit and investment accounts maintained
   at InvestorsBank, and the Company shall, within 5 days following request
   by the Agent, transfer all such accounts to, and thereafter maintain such
   accounts at, a Lender.

             6.   Negative Covenants.  The Company covenants that, without
   the prior written consent of the Majority Lenders, it will not, 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 and no
   Default or Event of Default would arise after giving effect to any such
   Restricted Payment, the Company may make, declare and pay dividends to the
   Parent, provided that in no event shall the Company pay any dividend that
   constitutes a return-of-capital to the Parent nor shall the Company pay
   any dividend during any fiscal quarter following a fiscal quarter for
   which the Company achieved Net Earnings of less than $0.

                  6.2  Limitations on Indebtedness.  Create, incur, assume or
   permit to exist any Indebtedness except (a) Indebtedness owed to the
   Lenders arising under this Agreement; (b) Indebtedness secured by
   Permitted Liens; (c) Subordinated Debt; (d)  Commercial Paper; (e) the
   Company's obligations under Permitted Swap Contracts; (f) existing
   Indebtedness listed on Schedule 6.2 attached hereto; (g) Indebtedness
   created after the date of this Agreement secured by Third Party Loans
   pledged to the lender, provided that the aggregate outstanding principal
   balance of such Third Party Loans shall not at any time exceed 110% of the
   unpaid principal balance of the Company's Indebtedness to such lender; and
   (h) unsecured Indebtedness.

                  6.3  Limitations on Contingent Obligations.  Create, incur,
   assume or permit to exist any Contingent Obligations except for (a) the
   endorsement of negotiable or nonnegotiable instruments for collection in
   the ordinary course of business, (b) the Contingent Obligations listed on
   Schedule 6.3 which shall not be extended, renewed or increased and (c)
   Contingent Obligations in favor of a Lender.

                  6.4  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 properties or assets, whether now owned
   or hereafter acquired, except for Permitted Liens.

                  6.5  Limitations on Mergers, Etc.  Merge or consolidate
   with or into any other corporation or entity (other than the merger of
   Bando McGlocklin Real Estate Investment Corporation into the Company) 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 of Third Party Loans or pro rata participation interests therein on
   a nonrecourse basis made in the ordinary course of business.

                  6.6  Limitations on Acquisitions, Advances and Investments. 
   Acquire stock issued by a corporation, an ownership interest in any
   limited liability company or any partnership or joint venture interest, or
   all or substantially all of the assets of another Person, or make any
   loan, advance or extension of credit to any Person except (a) the purchase
   of United States government bonds and obligations; (b) Third Party Loans
   to borrowers in the ordinary course of business of the Company;
   (c) commercial paper with a maturity not exceeding 90 days; (d) deposits
   in deposit accounts at banks; (e) investments in bank repurchase
   agreements; (f) loans and advances to employees and agents in the ordinary
   course of business for travel and entertainment expenses and similar
   items; (g) the purchase by the Company of properties owned by Bando
   McGlocklin Real Estate Investment Corporation; and (h) the purchase of
   Third Party Loans from InvestorsBank.

                  6.7  Lines of Business.  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 would be substantially changed from the general nature of
   its businesses as of the Closing Date.

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

                  6.9  Adjusted Tangible Net Worth.  Permit Adjusted Tangible
   Net Worth to be less than $21,000,000 at any time.

                  6.10 Leverage Ratio.  Permit the Leverage Ratio to be
   greater than 7.0:1.0 at any time.

                  6.11 Nonperforming Loans.  Permit the ratio of (a) the
   aggregate outstanding principal balance of Nonperforming Loans (excluding
   the aggregate outstanding principal balance of such loans which have been
   sold without recourse) to (b) the aggregate outstanding principal balance
   of all Third Party Loans (excluding the aggregate outstanding principal
   balance of such loans which have been sold without recourse) to exceed
   .05:1.0 at any time.

                  6.12 Third Party Loan Concentration.  Permit the aggregate
   outstanding principal balance of Third Party Loans to a single borrower
   and all Affiliates of such borrower to exceed $5,000,000 other than the
   existing loans to the Lang Company and its Affiliates as set forth on
   Schedule 6.12 attached hereto.

                  6.13 Net Earnings.  Permit Net Earnings for any fiscal year
   of the Company to be less than $1.

                  6.14 Lease Portfolio Coverage Ratio.  Permit the Lease
   Portfolio Coverage Ratio to be less than .09:1.0 at any time that the net
   book value of properties in the Company's leasing division exceeds
   $10,000,000.

                  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.

                  6.16 Concessions to Borrowers.  Make advances to a Third
   Party Loan borrower to permit such borrower to meet its debt service
   payments on such Third Party Loan or agree to capitalize any interest
   payment owed by a Third Party Loan borrower.

             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 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 (including, without
   limitation, any Borrowing Base Certificate) 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 (a) sections 5.2, 5.3,
   5.4, 5.5, 5.7, 5.8 or 5.10 and such failure continues uncured for a period
   of 20 days, or (b) sections 5.1, 5.6, 5.9, 5.11 or section 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 Permitted Swap Contract.  There
   occurs under any Swap Contract an Early Termination Date (as defined in
   such Swap Contract) resulting from (1) any event of default under such
   Swap Contract as to which the Company is the defaulting party, or (2) any
   Termination Event ( as defined in such Swap Contract) as to which the
   Company is the "affected party", and, in either event, the liability of
   the Company as a result thereof is greater than $100,000.

                       (f)  Default Under Other Agreements.  The Company or
   the Parent fails to pay when due any other Indebtedness issued or assumed
   by the Company or the Parent, 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

                       (g)  Entry of Final Judgments.  A final judgment is
   entered against the Company or the Parent which, together with all
   unsatisfied final judgments entered against the Parent, the Company and
   all Subsidiaries, exceeds the sum of $500,000, and such judgment shall
   remain unsatisfied or unstayed for a period of 60 days after the entry
   thereof; or

                       (h)  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

                       (i)  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 (other than a Lender) fails to timely
   comply with any term, covenant or agreement contained therein; or

                       (j)  Insolvency, Failure to Pay Debts or
   Appointment of Receiver, Etc.  The Company or the Parent 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 the Parent; as used herein, the term "insolvent" means
   that the sum of the Company's liabilities, which in accordance with GAAP
   appear on the balance sheet of the Company, exceeds the sum of the
   Company's assets which appear on such balance sheet; or

                       (k)  Subject of United States Bankruptcy Proceedings. 
   The taking of corporate action by the Company or the Parent to authorize
   such organization to become the subject of proceedings under the United
   States Bankruptcy Code; or the execution by the Company or the Parent of a
   petition to become a debtor under the United States Bankruptcy Code; or
   the filing of an involuntary petition against the Company or the Parent
   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 the Parent.

                  7.2  Remedies.  Upon the occurrence of any of the events
   described in sections 7.1(a) through 7.1(i), 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,
   except as otherwise provided in section 7.3, immediately terminate; or

                       (b)  declare the Revolving Loans, and all accrued
   interest thereon, to be immediately due and payable, whereupon the
   Revolving 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
   sections 7.1(j) or (k), the Lenders' Revolving Loan Commitments shall,
   except as otherwise provided in section 7.3, 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.

                  7.3  Revolving Loans to Retire Commercial Paper. 
   Notwithstanding anything to the contrary contained in this Agreement
   (including any insufficiency in the Borrowing Base Amount to support
   advances pursuant to this section 7.3), if there is Commercial Paper
   outstanding on the date the Revolving Loan Commitments would otherwise
   terminate under section 7.2, to the extent that such Commercial Paper was
   issued prior to the date of delivery of any notice of Default or Event of
   Default from the Agent to the Company, unless at the time the Revolving
   Loan Commitments would so terminate an Event of Default described in
   sections 7.1(j) or (k) has occurred and is continuing, and except as
   otherwise prohibited by applicable law, the Lenders shall remain obligated
   to make Revolving Loans in the manner set forth in this section.

                  On the Business Day after the Agent provides the notice of
   termination of the Revolving Loan Commitment under section 7.2 each CP
   Agent shall provide to the Agent a schedule specifying the maturity dates
   of outstanding Commercial Paper placed by such CP Agent, the principal and
   interest due on each maturity date and the aggregate amount of principal
   and interest to become due with respect to such Commercial Paper.  The
   Agent shall promptly forward such schedules to the Lenders.  No later than
   1 p.m. Milwaukee, Wisconsin time on the day following the day the Lenders
   receive copies of such schedules, provided that no Event of Default under
   sections 7.1(j) or (k) then exists, each Lender shall forward to the Agent
   such Lender's Percentage of the aggregate principal and interest to become
   due on Commercial Paper after the termination of the Revolving Loan
   Commitments.  Such funds shall be held in a noninterest bearing account in
   the name of the Agent and the Agent shall forward the appropriate amount
   of principal and interest to each CP Agent on each respective maturity
   date as set forth in the schedules provided to the Agent by each CP Agent.

                  The advance by a Lender under this section 7.3 shall
   constitute a Revolving Loan to the Company, shall be a Base Rate Loan
   bearing interest at the Default Rate and shall be immediately due and
   payable by the Company.

                  The Company acknowledges and consents to the provisions of
   this section 7.3.  The Company further acknowledges that the placement of
   Commercial Paper by the CP Placement Agents under the CP Placement
   Agreements is solely at the discretion of the CP Placement Agents and the
   CP Placement Agents may decline at any time to continue to so place such
   Commercial Paper.

             8.   The Agent.

                  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 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 the Company or
   a Lender in writing that the Company or such Lender 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 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.

                  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 section 5.1
   and section 8(b) of the Parent Guaranty, the Borrowing Base Certificates
   and the notices referred to in section 5.10.

                  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 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.

                  9.2  Indemnification.  The Company agrees to defend,
   indemnify and hold harmless the Agent, the Collateral Custodian, 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 Revolving Loans, the exercise of any of its
   rights under the Security Documents, or otherwise;

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

                       (c)  any claim that the offering, issuance, placement
   or sale of Commercial Paper, or any document used in connection therewith,
   resulted in a violation of law, including any federal or state securities
   law

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

                       This indemnity will survive foreclosure of any
   security interest or mortgage or conveyance in lieu of foreclosure and the
   repayment of the Revolving Loans and the discharge and release of the
   Security Documents.

                  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 in connection with
   the negotiation, execution, administration, or amendment of this Agreement
   and the other Loan Documents, including reasonable counsel fees and
   expenses, (b) all out-of-pocket expenses incurred by the Agent, the
   Collateral Custodian or any Lender in connection with the enforcement of
   this Agreement or any other Loan Document, (c) 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 (d) all out-of-pocket
   expenses, including reasonable counsel fees and expenses, incurred by the
   Agent, the Collateral Custodian or any Lender in connection with any
   litigation, proceeding or dispute in any way related to the Agent's, the
   Collateral Agent's and the Lenders' relationships with the Company,
   whether arising hereunder or otherwise.  The obligations of the Company
   under this section will survive payment of the Revolving 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 P.O. Box 190,
   W239 N1700 Busse Road and Highway J, Pewaukee, Wisconsin 53072, Attention: 
   Vice President of Finance, Facsimile No. 414-523-4193, 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  Participations.  The Company agrees that each Lender
   may, at its option, sell to another financial institution or institutions
   participating interests in the Note payable to such Lender and, in
   connection with each such sale, and thereafter, disclose to the purchaser
   or prospective purchaser of each such participating interest financial and
   other information concerning the Company; provided, however, (a) such
   Lender's obligations under this Agreement shall remain unchanged, (b) such
   Lender shall remain solely responsible for the performance of such
   obligations, (c) the Company and the Agent shall continue to deal solely
   and directly with such Lender in connection with such Lender's rights and
   obligations under this Agreement and the other Loan Documents and (d) no
   Lender shall transfer or grant any participating interest under which the
   participant has rights to approve any amendment to, or any consent or
   waiver with respect to this Agreement or any other Loan Document except to
   the extent such amendment, consent or waiver would require unanimous
   consent of the Lenders as described in section 9.12(b) and (c).  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.

                  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
   or to commence an action or proceeding in any other jurisdiction.

                  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, 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, change the definition of "Borrowing Base
   Amount," or reduce, or extend the scheduled due date for payment of, 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 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.

          [Intentionally Left Blank, Signatures Continue on Next Page]

   <PAGE>
                                 BANDO MCGLOCKLIN SMALL BUSINESS LENDING
                                 CORPORATION

                                 BY_____________________________
                                   Its__________________________
     Revolving
       Loan
    Commitment      Percentage

                                 FIRSTAR BANK MILWAUKEE, N.A., 

                                 as the Agent

                                 BY_____________________________
                                   Its__________________________

                                 Address: 777 East Wisconsin Avenue
                                          Milwaukee, WI 53202
                                          Attn:  Jon Beggs

                                 Facsimile No.:  414-765-6236

      $17,500,000     35%        FIRSTAR BANK MILWAUKEE, N.A., 

                                 as a Lender

                                 BY_____________________________
                                   Its__________________________

                                 Address: 777 East Wisconsin Avenue
                                          Milwaukee, WI 53202
                                          Attn:  Jon Beggs

                                 Facsimile No.:  414-765-6236

      $17,500,000     35%        FIRST BANK NATIONAL ASSOCIATION

                                 BY_____________________________
                                   Its__________________________

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

                                 Facsimile No.:  414-227-5416


      $7,500,000      15%        LASALLE NATIONAL BANK


                                 BY_____________________________
                                   Its__________________________

                                 Address: 135 South LaSalle Street
                                          Chicago, IL 60603
                                          Attn:  Terry Keating

                                 Facsimile No.:  312-904-2903

      $7,500,000      15%        HARRIS TRUST AND SAVINGS BANK


                                 BY_____________________________
                                   Its__________________________

                                 Address: 111 West Monroe Street
                                          Chicago, IL 60603
                                          Attn:  Robert Bomben

                                 Facsimile No.:  312-765-8382

   <PAGE>

                                     SCHEDULE 1

                     Existing Liens and Security Interests

                                    SCHEDULE 3.4

                                    Litigation

                                   SCHEDULE 3.20

                                Year 2000 Compliance

                                    SCHEDULE 6.2

                                Existing Indebtedness

                                    SCHEDULE 6.3

                          Existing Contingent Obligations