ex10-23



EXHIBIT 10.23




EIGHTH AMENDMENT TO

AMENDED AND RESTATED LOAN AGREEMENT

DATED AS OF SEPTEMBER 30, 1996

      THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “Eighth
Amendment”) effective as of the 19th day of March, 2001, by and among MAXCO,
INC., a Michigan Corporation (“Borrower”) and COMERICA BANK, a Michigan banking
corporation (“Bank”).




W I T N E S S E T H

      WHEREAS, Borrower and Bank entered into a certain Amended and Restated
Loan Agreement dated September 30, 1996, as amended by First Amendment thereto
dated as of August 1, 1997, as further amended by Second Amendment thereto
dated as of June 24, 1998, as further amended by Third Amendment thereto dated
as of September 24, 1998, as further amended by Fourth Amendment thereto dated
as of June 22, 1999, as further amended by Fifth Amendment thereto dated as of
September 1, 1999, as further amended by Sixth Amendment thereto dated as of
July 10, 2000, and as further amended by Seventh Amendment dated as of January
11, 2001 (the “Agreement”); and


      WHEREAS, Borrower and Bank now desire to amend the Agreement for the
purpose of modifying certain financial and other covenants.


      NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Borrower and the Bank hereby agree as follows:


      1. In Sub-Section 6.6 of Section 6 of the Agreement is hereby deleted in
its entirety and replaced by the following:



		
	 	      6.6 Maintain Consolidated Funded Debt to EBITDA. On a consolidated
basis, maintain the ratio of Consolidated Funded Debt to earnings before
interest, taxes, depreciation and amortization (determined on a rolling
four quarters basis) (“EBITDA”) of not more than 6.00 to 1.0.



      2. In Sub-Section 6.12 of Section 6 of the Agreement is hereby deleted in
its entirety and replaced by the following:



		
	 	      6.12 Maintain Debt to Tangible Net Worth. On a consolidated and
proforma (including acquisitions) basis, maintain the ratio of Debt to
Tangible Net Worth of not more than 2.80 to 1.0.



      3. Subsection 7.3 of Section 7 of the Agreement is hereby deleted in its
entirety and replaced by the following:


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	 	      7.3 Stock Acquisition. Purchase, redeem, retire or otherwise
acquire any of the shares of its capital stock, or make any commitment to
do so.



      4. Sub-Section 7.7 of Section 7 is hereby deleted in its entirety and is
replaced by the following:



		
	 	      7.7 Guarantee Obligations. Guarantee or otherwise, directly or
indirectly, in any way be or become responsible for obligations of any
other Person, whether by agreement to purchase the indebtedness of any
other Person, agreement for the furnishing of funds to any other Person
through the furnishing of goods, supplies or services, by way of stock
purchase, capital contribution, advance or loan, for the purpose of
paying or discharging (or causing the payment or discharge of) the
indebtedness of any other Person, or otherwise, except for (i) the
endorsement of negotiable instruments by the Borrower or the Subsidiaries
in the ordinary course of business for deposit or collection, (ii) the
guaranty by the Borrower of any and all obligations of any Subsidiary
wholly-owned by Borrower, (iii) the guaranties by the Borrower listed on
Schedule 5.12 of this Agreement; provided that the aggregate dollar
amount of all guarantees expressly permitted by (iii) of this Sub-Section
7.7 shall not exceed $68 Million as of the date of the signing of this
agreement and shall not exceed $40 Million on, or at any time after, June
30, 2001.



      5. Sub-Section 7.10 of Section 7 is hereby deleted in its entirety and is
replaced by the following:



		
	 	      7.10 Acquire Securities. Purchase or hold beneficially any stock or
other securities of, or make any investment or acquire any interest
whatsoever in, any other Person, except for the common stock of or
ownership interests in the Guarantors, Integral Vision, Inc., Provant,
Inc., Robinson Oil Co., L.L.C., AMI Energy, Inc., L/M Associates, L.L.C.,
L/M Associates II, L.L.C., Blasen Brogan Asset Management Company,
Foresight Solutions, Inc., LandEquities Corporation, Nilson Builders,
Inc., Midstate Industrial, Inc., Phoenix Financial Group, Ltd.,
MyOem.com, Inc., Vertical V.C., in each case limited to the interest
owned by the Borrower on the date of this Eighth Amendment to the
Agreement, and except for certificates of deposit with maturities of one
year or less of United States commercial banks with capital, surplus and
undivided profits in excess of $100,000,000, direct obligations of the
United States Government maturing within one year from the date of
acquisition thereof, and high grade commercial paper and high grade
fixed-income securities (e.g., corporate bonds).



      6. Except as specifically modified hereby, the terms and conditions of the
Agreement and the Notes, as the same may be amended from time to time, remain
in full force and effect and the undersigned hereby ratify and agrees to be
bound by the terms of the Agreement as hereby amended.


      7. Neither the extension of this Eighth Amendment by the Bank, nor any
other act


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or omission by the Bank in connection herewith, shall be deemed an
express or implied waiver by the Bank of any default under the Agreement.


      IN WITNESS WHEREOF, the Borrower and the Bank have caused this Eighth
Amendment to be executed by their duly authorized officers as of the day and
year first written above.



	 	 
		MAXCO, INC

	
	
	
	
 


		By   \S\
VINCENT SHUNSKY


	
	
	
	

		Vincent Shunsky

	
	
	
	

		Its Vice President

	
	
	
	
 

 


		COMERICA BANK

	
	
	
	
 


		By   \S\ DAVID G. GRANTHAM


	
	
	
	

		David G. Grantham

	
	
	
	

		Its Vice President




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



	 	 	 
	Ersco Corporation
	
Pak-Sak Industries, Inc.

	
	
	
	
 


	By   \S\ VINCENT SHUNSKY

		
By   \S\ VINCENT SHUNSKY


	
	
	
	

	Vincent Shunsky
		
Vincent Shunsky

	
	
	
	

	Its Treasurer
		
Its Treasurer

	
	
	
	
 

 


	Atmosphere Annealing, Inc.

	
	
	
	
 


	By   \S\ VINCENT SHUNSKY


	
	
	
	

	Vincent Shunsky

	
	
	
	

	Its Treasurer





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