Prepared by MerrillDirect






Exhibit
No. 10.1




 




CREDIT
AGREEMENT




             THIS AGREEMENT is entered into as of October 1, 2000 by
and between ROTONICS MANUFACTURING INC., 
a Delaware ("Borrower"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank").




 




RECITALS




             Borrower has requested that Bank extend or continue
credit to Borrower as described below, and Bank has agreed to provide such
credit to Borrower on the terms and conditions contained herein.




             NOW, THEREFORE, for valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Bank and Borrower hereby
agree as follows:




 




ARTICLE
I

CREDIT TERMS




             SECTION 1.1.  LINE
OF CREDIT.




             (a)         Line
of Credit.  Subject to the terms and
conditions of this Agreement, Bank hereby agrees to make advances to Borrower
from time to time up to and including October 1, 2002, not to exceed at any
time the aggregate principal amount of Seven Million Dollars ($7,000,000.00)
("Line of Credit"), the proceeds of which shall be used for working
capital requirements.  Borrower's
obligation to repay advances under the Line of Credit shall be evidenced by a
promissory note substantially in the form of Exhibit A attached hereto
("Line of Credit Note"), all terms of which are incorporated herein
by this reference.




             (b)        Letter
of Credit Subfeature.  As a subfeature
under the Line of Credit, Bank agrees from time to time during the term thereof
to issue standby letters of credit for the account of Borrower to support
obligations to GSC Industries LLC, seller of Rotocast (each, a "Letter of
Credit" and collectively, "Letters of Credit"); provided
however, that the form and substance of each Letter of Credit shall be subject
to approval by Bank, in its sole discretion; and provided further, that the
aggregate undrawn amount of all outstanding Letters of Credit shall not at any
time exceed Two Million Eight Hundred Thousand Dollars ($2,800,000.00).   No Letter of Credit shall have an
expiration date beyond February 1, 2003. The undrawn amount of all Letters of
Credit shall be reserved under the Line of Credit and shall not be available
for borrowings thereunder.  Each Letter
of Credit shall be subject to the additional terms and conditions of the Letter
of Credit Agreement and related documents, if any, required by Bank in connection
with the issuance thereof (each, a "Letter of Credit Agreement" and
collectively, "Letter of Credit Agreements").  Each draft paid by Bank under a Letter of
Credit shall be deemed an advance under the Line of Credit and shall be repaid
by Borrower in accordance with the terms and conditions of this Agreement
applicable to such advances; provided however, that if advances under the Line
of Credit are not available, for any reason, at the time any draft is paid by
Bank, then Borrower shall immediately pay to Bank the full amount of such draft,
together with interest thereon from the date such amount is paid by Bank to the
date such amount is fully repaid by Borrower, at the rate of interest
applicable to advances under the Line of Credit.  In such event Borrower agrees that Bank, in its sole discretion,
may debit any account maintained by Borrower with Bank for the amount of any
such draft.







             (c)         Borrowing and Repayment.  Borrower may from time to time during the
term of the Line of Credit borrow, partially or wholly repay its outstanding
borrowings, and reborrow, subject to all of the limitations, terms and
conditions contained herein or in the Line of Credit Note; provided however,
that the total outstanding borrowings under the Line of Credit shall not at any
time exceed the maximum principal amount available thereunder, as set forth
above.




 




             SECTION 1.2.  TERM
LOAN A.




             (a)         Term
Loan A.  Subject to the terms and
conditions of this Agreement, Bank hereby agrees to make a loan to Borrower in
the principal amount of Six Million Fifty Thousand  Dollars ($6,050,000.00) ("Term Loan A"), the proceeds
of which shall be used to payoff existing debt with Bank.  Borrower's obligation to repay Term Loan A
shall be evidenced by a promissory note substantially in the form of
Exhibit B attached hereto ("Term Note A"), all terms of which
are incorporated herein by this reference. 
Bank's commitment to grant Term Loan A shall terminate on November 1,
2000.




             (b)        Repayment.  The principal amount of Term Loan A shall be
repaid in accordance with the provisions of Term Note A.




             (c)         Prepayment.  Borrower may prepay principal on Term Loan A
solely in accordance with the provisions of Term Note A.




 




             SECTION 1.3.  TERM
LOAN B.




             (a)         Term
Loan B.  Bank has made a loan to
Borrower in the original principal amount of Two Million Dollars
($2,000,000.00) ("Term Loan B"), on which the outstanding principal
balance as of the date hereof is  One
Million Eight Hundred Twenty-six Thousand Six Hundred Sixty-six and 58/100
Dollars ($1,826,666.58).  Borrower's
obligation to repay Term Loan B  is
evidenced by a promissory note substantially in the form of Exhibit C
attached hereto ("Term Note B"), all terms of which are incorporated
herein by this reference.  Any reference
in Term Note B to any prior loan agreement between Bank and Borrower shall be
deemed a reference to this Agreement. 
Subject to the terms and conditions of this Agreement, Bank hereby
confirms that Term Loan B remains in full force and effect.




             (b)        Repayment.  The principal amount of Term Loan B shall be
repaid in accordance with the provisions of Term Note B.




             (c)         Prepayment.  Borrower may prepay principal on Term Loan B
solely in accordance with the provisions of Term Note B.




 




             SECTION 1.4.  TERM
COMMITMENT.




             (a)         Term
Commitment.  Subject to the terms
and conditions of this Agreement, Bank hereby agrees to make advances to
Borrower from time to time up to and including October 1, 2001, not to exceed
the aggregate principal amount of One Million Two Hundred Thousand Dollars
($1,200,000.00) ("Term Commitment"), the proceeds of which shall be
used to finance Borrower's capital expenditures, and which shall be converted
on October 1, 2001, to a term loan, as described more fully below.  Borrower's obligation to repay advances
under the Term Commitment shall be evidenced by a promissory note substantially
in the form of Exhibit D attached hereto ("Term Commitment
Note"), all terms of which are incorporated herein by this reference.




             (b)        Limitation
on Borrowings.  Notwithstanding any
other provision of this Agreement, the aggregate amount of all outstanding
borrowings under the Term Commitment shall not at any time exceed a maximum of
eighty percent (80%) of the cost of each item of new equipment purchased with
the proceeds thereof, as evidenced by the seller's invoice..




             (c)         Borrowing
and Repayment.  Borrower may from
time to time during the period in which Bank will make advances under the Term
Commitment borrow and partially or wholly repay its outstanding
borrowings,  provided that amounts
repaid may not be reborrowed, subject to all the limitations, terms and
conditions contained herein; provided however, that the total outstanding
borrowings under the Term Commitment shall not exceed the maximum principal
amount available thereunder, as set forth above.  The outstanding principal balance of the Term Commitment shall be
due and payable in full on October 1, 2001; 
provided however, that so long as Borrower is in compliance on said date
with all terms and conditions contained herein and in any other documents
evidencing the Credits, Bank agrees to restructure repayment of said
outstanding principal balance so that principal shall be amortized over five
(5) years and shall be repaid in sixty (60) monthly installments, as set forth
in the promissory note executed by Borrower on said date to evidence the new
repayment schedule.




             (d)        Prepayment.  Borrower may prepay principal on the Term
Commitment solely in accordance with the provisions of the Term Commitment
Note.




 




             SECTION 1.5.  INTEREST/FEES.




             (a)
        Interest.            The outstanding principal balance of
each credit subject hereto shall bear interest at the rate of interest set
forth in each promissory note or other instrument executed in connection
therewith.




             (b)        Computation
and Payment.  Interest shall be
computed on the basis of a 360-day year, actual days elapsed.  Interest shall be payable at the times and
place set forth in each promissory note or other instrument required hereby.




             (c)         Letter
of Credit Fees.  Borrower shall pay
to Bank (i) fees upon the issuance of each Letter of Credit equal to one
percent (1.0%) per annum (computed on the basis of a 360-day year, actual days
elapsed) of the face amount thereof, and (ii) fees upon the payment or
negotiation by Bank of each draft under any Letter of Credit and fees upon the
occurrence of any other activity with respect to any Letter of Credit
(including without limitation, the transfer, amendment or cancellation of any
Letter of Credit) determined in accordance with Bank's standard fees and
charges then in effect for such activity.




 




                           SECTION 1.6.  COLLECTION OF PAYMENTS. 
Borrower authorizes Bank to collect all principal, interest and fees due
under each credit subject hereto by charging Borrower's deposit account number
4624-074191 with Bank, or any other deposit account maintained by Borrower with
Bank, for the full amount thereof. 
Should there be insufficient funds in any such deposit account to pay
all such sums when due, the full amount of such deficiency shall be immediately
due and payable by Borrower.







 




             SECTION 1.7.  COLLATERAL.




             As security for all indebtedness of Borrower to Bank
under the Line of Credit, Term Loan A and the Term Commitment, Borrower hereby
grants to Bank security interests of first priority in all Borrower's accounts
receivable, other rights to payment, general intangibles, inventory and
equipment.




             As security for all indebtedness of Borrower to Bank
under the Line of Credit, Term Loan A 
and the Term Commitment, Borrower shall cause Rotocast Plastic Products
of Tennessee, Inc. to grant to Bank security interest of first priority in all
their accounts receivable, other rights to payment general intangibles,
inventory and equipment.




             As security for all indebtedness of Borrower to Bank,
under Term Loan B, Borrower hereby grants to Bank a lien of not less than first
priority on that certain real property located at 736-738 and 740-746 Birginal
Drive, Bensenville, Illinois 60106 and Highway I-35 at FM 1306, Gainesville,
Texas 76240.




             All of the foregoing shall be evidenced by and subject
to the terms of such security agreements, financing statements, deeds of trust
and other documents as Bank shall reasonably require, all in form and substance
satisfactory to Bank.  Borrower shall
reimburse Bank immediately upon demand for all costs and expenses incurred by
Bank in connection with any of the foregoing security, including without
limitation, filing and recording fees and costs of appraisals, audits and title
insurance.




 




ARTICLE
II

REPRESENTATIONS AND WARRANTIES




             Borrower makes the following representations and
warranties to Bank, which representations and warranties shall survive the
execution of this Agreement and shall continue in full force and effect until
the full and final payment, and satisfaction and discharge, of all obligations
of Borrower to Bank subject to this Agreement.




             SECTION 2.1.  LEGAL
STATUS.  Borrower is a corporation, duly
organized and existing and in good standing under the laws of the State of
Delaware, and is qualified or licensed to do business (and is in good standing
as a foreign corporation, if applicable) in all jurisdictions in which such
qualification or licensing is required or in which the failure to so qualify or
to be so licensed could have a material adverse effect on Borrower.




             SECTION 2.2.  AUTHORIZATION
AND VALIDITY.  This Agreement and each
promissory note, contract, instrument and other document required hereby or at
any time hereafter delivered to Bank in connection herewith (collectively, the
"Loan Documents") have been duly authorized, and upon their execution
and delivery in accordance with the provisions hereof will constitute legal,
valid and binding agreements and obligations of Borrower or the party which
executes the same, enforceable in accordance with their respective terms.

             SECTION 2.3.  NO VIOLATION. 
The execution, delivery and performance by Borrower of each of the Loan
Documents do not violate any provision of any law or regulation, or contravene
any provision of the Articles of Incorporation or By-Laws  of Borrower, or result in any breach of or
default under any contract, obligation, indenture or other instrument to which
Borrower is a party or by which Borrower may be bound.




             SECTION 2.4.  LITIGATION.  There are no pending, or to the best of
Borrower's knowledge threatened, actions, claims, investigations, suits or proceedings
by or before any governmental authority, arbitrator, court or administrative
agency which could have a material adverse effect on the financial condition or
operation of Borrower other than those disclosed by Borrower to Bank in writing
prior to the date hereof.




             SECTION 2.5.  CORRECTNESS
OF FINANCIAL STATEMENT.  The financial
statement of Borrower dated June 30, 2000, a true copy of which has been
delivered by Borrower to Bank prior to the date hereof, (a) is complete
and correct and presents fairly the financial condition of Borrower,
(b) discloses all liabilities of Borrower that are required to be
reflected or reserved against under generally accepted accounting principles,
whether liquidated or unliquidated, fixed or contingent, and (c) has been
prepared in accordance with generally accepted accounting principles
consistently applied.  Since the date of
such financial statement there has been no material adverse change in the
financial condition of Borrower, nor has Borrower mortgaged, pledged, granted a
security interest in or otherwise encumbered any of its assets or properties
except in favor of Bank or as otherwise permitted by Bank in writing.




             SECTION 2.6.  INCOME
TAX RETURNS.  Borrower has no knowledge
of any pending assessments or adjustments of its income tax payable with
respect to any year.




             SECTION 2.7.  NO
SUBORDINATION.  There is no agreement,
indenture, contract or instrument to which Borrower is a party or by which
Borrower may be bound that requires the subordination in right of payment of
any of Borrower's obligations subject to this Agreement to any other obligation
of Borrower.




             SECTION 2.8.  PERMITS,
FRANCHISES.  Borrower possesses, and
will hereafter possess, all permits, consents, approvals, franchises and
licenses required and rights to all trademarks, trade names, patents, and
fictitious names, if any, necessary to enable it to conduct the business in
which it is now engaged in compliance with applicable law.




             SECTION 2.9.  ERISA.  Borrower is in compliance in all material
respects with all applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended or recodified from time to time
("ERISA"); Borrower has not violated any provision of any defined
employee pension benefit plan (as defined in ERISA) maintained or contributed
to by Borrower (each, a "Plan"); no Reportable Event as defined in
ERISA has occurred and is continuing with respect to any Plan initiated by
Borrower; Borrower has met its minimum funding requirements under ERISA with
respect to each Plan; and each Plan will be able to fulfill its benefit
obligations as they come due in accordance with the Plan documents and under
generally accepted accounting principles.




             SECTION 2.10. 
OTHER OBLIGATIONS.  Borrower is
not in default on any obligation for borrowed money, any purchase money
obligation or any other material lease, commitment, contract, instrument or
obligation.




             SECTION 2.11. 
ENVIRONMENTAL MATTERS.  Except as
disclosed by Borrower to Bank in writing prior to the date hereof, Borrower is
in compliance in all material respects with all applicable federal or state
environmental, hazardous waste, health and safety statutes, and any rules or
regulations adopted pursuant thereto, which govern or affect any of Borrower's
operations and/or properties, including without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, the Superfund
Amendments and Reauthorization Act of 1986, the Federal Resource Conservation
and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as any
of the same may be amended, modified or supplemented from time to time.  None of the operations of Borrower is the
subject of any federal or state investigation evaluating whether any remedial
action involving a material expenditure is needed to respond to a release of
any toxic or hazardous waste or substance into the environment.  Borrower has no material contingent
liability in connection with any release of any toxic or hazardous waste or
substance into the environment.




             SECTION 2.12. 
REAL PROPERTY COLLATERAL.  Except
as disclosed by Borrower to Bank in writing prior to the date hereof, with
respect to any real property collateral required hereby:




             (a)         All
taxes, governmental assessments, insurance premiums, and water, sewer and
municipal charges, and rents (if any) which previously became due and owing in
respect thereof have been paid as of the date hereof.




             (b)        There
are no mechanics' or similar liens or claims which have been filed for work,
labor or material (and no rights are outstanding that under law could give rise
to any such lien) which affect all or any interest in any such real property
and which are or may be prior to or equal to the lien thereon in favor of Bank.




             (c)         None of
the improvements which were included for purpose of determining the appraised
value of any such real property lies outside of the boundaries and/or building
restriction lines thereof, and no improvements on adjoining properties
materially encroach upon any such real property.




             (d)        There is
no pending, or to the best of Borrower's knowledge threatened, proceeding for
the total or partial condemnation of all or any portion of any such real
property, and all such real property is in good repair and free and clear of
any damage that would materially and adversely affect the value thereof as
security and/or the intended use thereof.




 




ARTICLE
III

CONDITIONS




             SECTION 3.1.  CONDITIONS
OF INITIAL EXTENSION OF CREDIT.  The
obligation of Bank to extend any credit contemplated by this Agreement is subject
to the fulfillment to Bank's satisfaction of all of the following conditions:




             (a)         Approval
of Bank Counsel.  All legal matters
incidental to the extension of credit by Bank shall be satisfactory to Bank's
counsel.




             (b)        Documentation.  Bank shall have received, in form and
substance satisfactory to Bank, each of the following, duly executed:




             (i)          This
Agreement and each promissory note or other instrument required hereby.




             (ii)         Corporate
Resolution Borrowing.




             (iii)        Certificate
of Incumbency.




             (iv)       Security
Agreement: Equipment.




             (v)        Continuing
Security Agreement: Rights to Payment and Inventory.




             (vi)       Third
Party Security Agreement: Equipment




             (vii)      Third
Party Security Agreement: Rights to Payment and Inventory.




             (viii)     Corporate
Resolution: Third Party Collateral




             (ix)        UCC
Financing Statement.




             (x)         Mortgage
and Assignment of Rents and Leases.




             (xi)        Amended
and Restated Mortgage and assignment of Rents and Leases




             (xii)       Such
other documents as Bank may require under any other Section of this Agreement.




             (c)         Financial
Condition.  There shall have been no
material adverse change, as determined by Bank, in the financial condition or
business of Borrower, nor any material decline, as determined by Bank, in the
market value of any collateral required hereunder or a substantial or material
portion of the assets of Borrower.




             (d)        Insurance.  Borrower shall have delivered to Bank
evidence of insurance coverage on all Borrower's property, in form, substance,
amounts, covering risks and issued by companies satisfactory to Bank, and where
required by Bank, with loss payable endorsements in favor of Bank, including
without limitation, policies of fire and extended coverage insurance covering
all real property collateral required hereby, with replacement cost and mortgagee
loss payable endorsements, and such policies of insurance against specific
hazards affecting any such real property as may be required by governmental
regulation or Bank.




             (e)         Appraisals.  Bank shall have obtained, at Borrower's
cost, an appraisal of all real property collateral required hereby, and all
improvements thereon, issued by an appraiser acceptable to Bank and in form,
substance and reflecting values satisfactory to Bank, in its discretion.




             (f)         Title
Insurance.  Bank shall have received
an ALTA Policy of Title Insurance, with such endorsements as Bank may require,
including without limitation, CLTA endorsements, issued by a company and in
form and substance satisfactory to Bank, in such amount as Bank shall require,
insuring Bank's lien on the real property collateral required hereby to be of
first priority, subject only to such exceptions as Bank shall approve in its
discretion, with all costs thereof to be paid by Borrower.




             (g)        Tax
Service Contract.  Borrower shall
have procured and delivered to Bank, at Borrower's cost, such tax service
contract as Bank shall require for any real property collateral required
hereby, to remain in effect as long as such real property secures any
obligations of Borrower to Bank as required hereby.




 




             SECTION 3.2.  CONDITIONS
OF EACH EXTENSION OF CREDIT.  The
obligation of Bank to make each extension of credit requested by Borrower
hereunder shall be subject to the fulfillment to Bank's satisfaction of each of
the following conditions:




             (a)         Compliance.  The representations and warranties contained
herein and in each of the other Loan Documents shall be true on and as of the
date of the signing of this Agreement and on the date of each extension of
credit by Bank pursuant hereto, with the same effect as though such
representations and warranties had been made on and as of each such date, and
on each such date, no Event of Default as defined herein, and no condition,
event or act which with the giving of notice or the passage of time or both
would constitute such an Event of Default, shall have occurred and be
continuing or shall exist.




             (b)        Documentation.  Bank shall have received all additional
documents which may be required in connection with such extension of credit.




 




ARTICLE
IV

AFFIRMATIVE COVENANTS




             Borrower covenants that so long as Bank remains
committed to extend credit to Borrower pursuant hereto, or any liabilities
(whether direct or contingent, liquidated or unliquidated) of Borrower to Bank
under any of the Loan Documents remain outstanding, and until payment in full
of all obligations of Borrower subject hereto, Borrower shall, unless Bank
otherwise consents in writing:




             SECTION 4.1.  PUNCTUAL
PAYMENTS.  Punctually pay all principal,
interest, fees or other liabilities due under any of the Loan Documents at the
times and place and in the manner specified therein.




             SECTION 4.2.  ACCOUNTING
RECORDS.  Maintain adequate books and
records in accordance with generally accepted accounting principles
consistently applied, and permit any representative of Bank, at any reasonable
time, to inspect, audit and examine such books and records, to make copies of
the same, and to inspect the properties of Borrower.




             SECTION 4.3.  FINANCIAL
STATEMENTS.  Provide to Bank all of the
following, in form and detail satisfactory to Bank:




             (a)         not
later than 120 days after and as of the end of each fiscal year, a consolidated
audited financial statement of Borrower, prepared by an independent certified
public accountant acceptable to Bank, to include balance sheet, income
statement, all schedules, notes and narratives reasonably include in Borrower's
10-K ;




             (b)        not
later than 45  days after and as of the
end of each fiscal quarter, a consolidated financial statement of Borrower,
prepared by an independent certified public accountant acceptable to Bank, to
include balance sheet, income statement, all schedules, notes and narratives
reasonably include in Borrower's 10-Q;




             (c)         from
time to time such other information as Bank may reasonably.




             SECTION 4.4.  COMPLIANCE.  Preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; and comply with the provisions of all documents
pursuant to which Borrower is organized and/or which govern Borrower's
continued existence and with the requirements of all laws, rules, regulations
and orders of any governmental authority applicable to Borrower and/or its
business.




             SECTION 4.5.  INSURANCE.  Maintain and keep in force insurance of the
types and in amounts customarily carried in lines of business similar to that
of Borrower, including but not limited to fire, extended coverage, public
liability, flood, property damage and workers' compensation, with all such
insurance carried with companies and in amounts satisfactory to Bank, and
deliver to Bank from time to time at Bank's request schedules setting forth all
insurance then in effect.




             SECTION 4.6.  FACILITIES.  Keep all properties useful or necessary to
Borrower's business in good repair and condition, and from time to time make
necessary repairs, renewals and replacements thereto so that such properties
shall be fully and efficiently preserved and maintained.




             SECTION 4.7.  TAXES
AND OTHER LIABILITIES.  Pay and
discharge when due any and all indebtedness, obligations, assessments and
taxes, both real or personal, including without limitation federal and state
income taxes and state and local property taxes and assessments, except such
(a) as Borrower may in good faith contest or as to which a bona fide dispute
may arise, and (b) for which Borrower has made provision, to Bank's
satisfaction, for eventual payment thereof in the event Borrower is obligated
to make such payment.




             SECTION 4.8.  LITIGATION.  Promptly give notice in writing to Bank of
any litigation pending or threatened against Borrower.




             SECTION 4.9.  FINANCIAL
CONDITION.  Maintain Borrower's
financial condition as follows using generally accepted accounting principles
consistently applied and used consistently with prior practices (except to the
extent modified by the definitions herein):




             (a)         Current
Ratio not at any time less than 1.15 to 1.0, with "Current Ratio"
defined as total current assets divided by total current liabilities.




             (b)        Tangible
Net Worth not at any time less than $14,000,000.00, with "Tangible Net
Worth" defined as the aggregate of total stockholders' equity plus
subordinated debt less any intangible assets.




             (c)         Total
Liabilities divided by Tangible Net Worth not at any time greater than 1.50 to
1.0, with "Total Liabilities" defined as the aggregate of current
liabilities and non-current liabilities less subordinated debt, and with
"Tangible Net Worth" as defined above.




             (d)        EBITDA
Coverage Ratio , measured on a rolling four quarter basis, not less than 1.75
to 1.0 as of each fiscal year end, with "EBITDA"  defined as net profit before tax plus
interest expense (net of capitalized interest expense), depreciation expense
and amortization expense, and with "EBITDA Coverage Ratio" defined as
EBITDA divided by the aggregate of total interest expense plus the prior period
current maturity of long-term debt and the prior period current maturity of
subordinated debt.




             SECTION 4.10. 
NOTICE TO BANK.  Promptly (but in
no event more than five (5) days after the occurrence of each such event or
matter) give written notice to Bank in reasonable detail of:  (a) the occurrence of any Event of
Default, or any condition, event or act which with the giving of notice or the
passage of time or both would constitute an Event of Default; (b) any
change in the name or the organizational structure of Borrower, or any action,
claim, investigation, suit or proceeding pending or asserted by or before any
governmental authority, arbitrator, court or administrative agency challenging
or denying Borrower's qualification for tax treatment as if it were a
partnership for income tax purposes; (c) the occurrence and nature of any
Reportable Event or Prohibited Transaction, each as defined in ERISA, or any
funding deficiency with respect to any Plan; or (d) any termination or
cancellation of any insurance policy which Borrower is required to maintain, or
any uninsured or partially uninsured loss through liability or property damage,
or through fire, theft or any other cause affecting Borrower's property.




ARTICLE
V

NEGATIVE COVENANTS




             Borrower further covenants that so long as Bank remains
committed to extend credit to Borrower pursuant hereto, or any liabilities
(whether direct or contingent, liquidated or unliquidated) of Borrower to Bank
under any of the Loan Documents remain outstanding, and until payment in full
of all obligations of Borrower subject hereto, Borrower will not without Bank's
prior written consent:




             SECTION 5.1.  USE
OF FUNDS.  Use any of the proceeds of
any credit extended hereunder except for the purposes stated in Article I
hereof.




             SECTION 5.2.  CAPITAL
EXPENDITURES.  Make any additional
investment in fixed assets in any fiscal year in excess of an aggregate of
$2,000,000.00.




             SECTION 5.3.  OTHER
INDEBTEDNESS.  Create, incur, assume or
permit to exist any indebtedness or liabilities resulting from borrowings,
loans or advances, whether secured or unsecured, matured or unmatured,
liquidated or unliquidated, joint or several, except (a) the liabilities of
Borrower to Bank, and (b) any other liabilities of Borrower existing as
of, and disclosed to Bank prior to, the date hereof.




             SECTION 5.4.  MERGER,
CONSOLIDATION, TRANSFER OF ASSETS. 
Merge into or consolidate with any other entity; make any substantial
change in the nature of Borrower's business as conducted as of the date hereof;
acquire all or substantially all of the assets of any other entity; nor sell,
lease, transfer or otherwise dispose of all or a substantial or material
portion of Borrower's assets except in the ordinary course of its business.




             SECTION 5.5.  GUARANTIES.  Guarantee or become liable in any way as
surety, endorser (other than as endorser of negotiable instruments for deposit
or collection in the ordinary course of business), accommodation endorser or
otherwise for, nor pledge or hypothecate any assets of Borrower as security
for, any liabilities or obligations of any other person or entity, except any
of the foregoing in favor of Bank.




             SECTION 5.6.  LOANS,
ADVANCES, INVESTMENTS.  Make any loans
or advances to or investments in any person or entity, except any of the
foregoing existing as of, and disclosed to Bank prior to, the date hereof.




             SECTION 5.7.  DIVIDENDS,
DISTRIBUTIONS.  Declare or pay any
dividend or distribution either in cash, stock or any other property on
Borrower's stock now or hereafter outstanding, nor redeem, retire, repurchase
or otherwise acquire any shares of any class of Borrower's stock now or
hereafter outstanding; provided however, that Borrower may (i)  acquire any such shares of stock, in a
maximum aggregate amount of $1,000,000.00 
and (ii)  declare or pay and such
dividends, in a maximum aggregate amount of $700,000.00 in any fiscal year.




             SECTION 5.8.  PLEDGE
OF ASSETS.  Mortgage, pledge, grant or
permit to exist a security interest in, or lien upon, all or any portion of Borrower's
assets now owned or hereafter acquired, except any of the foregoing in favor of
Bank or which is existing as of, and disclosed to Bank in writing prior to, the
date hereof.




ARTICLE
VI

EVENTS OF DEFAULT




             SECTION 6.1.  The
occurrence of any of the following shall constitute an "Event of
Default" under this Agreement:




             (a)         Borrower
shall fail to pay when due any principal, interest, fees or other amounts
payable under any of the Loan Documents.




             (b)        Any
financial statement or certificate furnished to Bank in connection with, or any
representation or warranty made by Borrower or any other party under this
Agreement or any other Loan Document shall prove to be incorrect, false or
misleading in any material respect when furnished or made.




             (c)         Any
default in the performance of or compliance with any obligation, agreement or
other provision contained herein or in any other Loan Document (other than
those referred to in subsections (a) and (b) above), and with respect to any
such default which by its nature can be cured, such default shall continue for
a period of twenty (20) days from its occurrence.




             (d)        Any
default in the payment or performance of any obligation, or any defined event
of default, under the terms of any contract or instrument (other than any of
the Loan Documents) pursuant to which Borrower has incurred any debt or other
liability to any person or entity, including Bank.




             (e)         The
filing of a notice of judgment lien against Borrower; or the recording of any
abstract of judgment against Borrower in any county in which Borrower has an
interest in real property; or the service of a notice of levy and/or of a writ
of attachment or execution, or other like process, against the assets of
Borrower; or the entry of a judgment against Borrower.




             (f)         Borrower
shall become insolvent, or shall suffer or consent to or apply for the
appointment of a receiver, trustee, custodian or liquidator of itself or any of
its property, or shall generally fail to pay its debts as they become due, or
shall make a general assignment for the benefit of creditors; Borrower shall
file a voluntary petition in bankruptcy, or seeking reorganization, in order to
effect a plan or other arrangement with creditors or any other relief under the
Bankruptcy Reform Act, Title 11 of the United States Code, as amended or
recodified from time to time ("Bankruptcy Code"), or under any state
or federal law granting relief to debtors, whether now or hereafter in effect;
or any involuntary petition or proceeding pursuant to the Bankruptcy Code or
any other applicable state or federal law relating to bankruptcy,
reorganization or other relief for debtors is filed or commenced against
Borrower, or Borrower shall file an answer admitting the jurisdiction of the
court and the material allegations of any involuntary petition; or Borrower
shall be adjudicated a bankrupt, or an order for relief shall be entered
against Borrower by any court of competent jurisdiction under the Bankruptcy
Code or any other applicable state or federal law relating to bankruptcy,
reorganization or other relief for debtors.




             (g)        There
shall exist or occur any event or condition which Bank in good faith believes
impairs, or is substantially likely to impair, the prospect of payment or
performance by Borrower of its obligations under any of the Loan Documents.




             (h)        The
dissolution or liquidation of Borrower; or Borrower, or any of its directors,
stockholders or members, shall take action seeking to effect the dissolution or
liquidation of Borrower.




             (i)          Any
change in ownership during the term of this Agreement of an aggregate of
twenty-five percent (25%) or more of the common stock of Borrower.




             (j)          The
sale, transfer, hypothecation, assignment or encumbrance, whether voluntary,
involuntary or by operation of law, without Bank's prior written consent, of
all or any part of or interest in any real property collateral required hereby.




             SECTION 6.2.  REMEDIES.  Upon the occurrence of any Event of
Default:  (a) all indebtedness of
Borrower under each of the Loan Documents, any term thereof to the contrary
notwithstanding, shall at Bank's option and without notice become immediately
due and payable without presentment, demand, protest or notice of dishonor, all
of which are hereby expressly waived by each Borrower; (b) the obligation,
if any, of Bank to extend any further credit under any of the Loan Documents
shall immediately cease and terminate; and (c) Bank shall have all rights,
powers and remedies available under each of the Loan Documents, or accorded by
law, including without limitation the right to resort to any or all security
for any credit subject hereto and to exercise any or all of the rights of a
beneficiary or secured party pursuant to applicable law.  All rights, powers and remedies of Bank may
be exercised at any time by Bank and from time to time after the occurrence of
an Event of Default, are cumulative and not exclusive, and shall be in addition
to any other rights, powers or remedies provided by law or equity.







 




ARTICLE
VII

MISCELLANEOUS




             SECTION 7.1.  NO
WAIVER.  No delay, failure or
discontinuance of Bank in exercising any right, power or remedy under any of
the Loan Documents shall affect or operate as a waiver of such right, power or
remedy; nor shall any single or partial exercise of any such right, power or
remedy preclude, waive or otherwise affect any other or further exercise
thereof or the exercise of any other right, power or remedy.  Any waiver, permit, consent or approval of
any kind by Bank of any breach of or default under any of the Loan Documents
must be in writing and shall be effective only to the extent set forth in such
writing.




             SECTION 7.2.  NOTICES.  All notices, requests and demands which any
party is required or may desire to give to any other party under any provision
of this Agreement must be in writing delivered to each party at the following
address:



	BORROWER:	ROTONICS MANUFACTURING, INC.
	 	17022 South Figueroa Street
	 	Gardena, CA 90248
	 	 
	BANK:	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	South Bay Regional Commercial Banking Office
	 	111 West Ocean Blvd., Suite 300
	 	Loan Beach, CA 90802




 



or to such other address
as any party may designate by written notice to all other parties.  Each such notice, request and demand shall
be deemed given or made as follows:  (a) if
sent by hand delivery, upon delivery; (b) if sent by mail, upon the
earlier of the date of receipt or three (3) days after deposit in the U.S.
mail, first class and postage prepaid; and (c) if sent by telecopy, upon
receipt.




             SECTION 7.3.  COSTS,
EXPENSES AND ATTORNEYS' FEES.  Borrower shall
pay to Bank immediately upon demand the full amount of all payments, advances,
charges, costs and expenses, including reasonable attorneys' fees (to include
outside counsel fees and all allocated costs of Bank's in-house counsel),
expended or incurred by Bank in connection with (a) the negotiation and
preparation of this Agreement and the other Loan Documents , Bank's continued
administration hereof and thereof, and the preparation of any amendments and
waivers hereto and thereto, (b) the enforcement of Bank's rights and/or
the collection of any amounts which become due to Bank under any of the Loan
Documents, and (c) the prosecution or defense of any action in any way
related to any of the Loan Documents, including without limitation, any action
for declaratory relief, whether incurred at the trial or appellate level, in an
arbitration proceeding or otherwise, and including any of the foregoing
incurred in connection with any bankruptcy proceeding (including without
limitation, any adversary proceeding, contested matter or motion brought by
Bank or any other person) relating to any Borrower or any other person or
entity.




             SECTION 7.4.  SUCCESSORS,
ASSIGNMENT.  This Agreement shall be
binding upon and inure to the benefit of the heirs, executors, administrators,
legal representatives, successors and assigns of the parties; provided however,
that Borrower may not assign or transfer its interest hereunder without Bank's
prior written consent.  Bank reserves
the right to sell, assign, transfer, negotiate or grant participations in all
or any part of, or any interest in, Bank's rights and benefits under each of
the Loan Documents.  In connection
therewith, Bank may disclose all documents and information which Bank now has
or may hereafter acquire relating to any credit subject hereto, Borrower or its
business, or any collateral required hereunder.




             SECTION 7.5.  ENTIRE
AGREEMENT; AMENDMENT.  This Agreement
and the other Loan Documents constitute the entire agreement between Borrower
and Bank with respect to each credit subject hereto and supersede all prior
negotiations, communications, discussions and correspondence concerning the
subject matter hereof.  This Agreement
may be amended or modified only in writing signed by each party hereto.




             SECTION 7.6.  NO
THIRD PARTY BENEFICIARIES.  This
Agreement is made and entered into for the sole protection and benefit of the
parties hereto and their respective permitted successors and assigns, and no
other person or entity shall be a third party beneficiary of, or have any direct
or indirect cause of action­ or claim in connection with, this Agreement or any
other of the Loan Documents to which it is not a party.




             SECTION 7.7.  TIME.  Time is of the essence of each and every
provision of this Agreement and each other of the Loan Documents.




             SECTION 7.8.  SEVERABILITY
OF PROVISIONS.  If any provision of this
Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or any
remaining provisions of this Agreement.




             SECTION 7.9.  COUNTERPARTS.  This Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall be deemed to
be an original, and all of which when taken together shall constitute one and
the same Agreement.




             SECTION 7.10. 
GOVERNING LAW.  This Agreement
shall be governed by and construed in accordance with the laws of the  State of California.




             SECTION 7.11. 
ARBITRATION.




             (a)         Arbitration.  Upon the demand of any party, any Dispute
shall be resolved by binding arbitration in accordance with the terms of this
Agreement.  A "Dispute" shall
mean any action, dispute, claim or controversy of any kind, whether in contract
or tort, statutory or common law, legal or equitable, now existing or hereafter
arising under or in connection with, or in any way pertaining to, any of the
Loan Documents, or any past, present or future extensions of credit and other
activities, transactions or obligations of any kind related directly or
indirectly to any of the Loan Documents, including without limitation, any of
the foregoing arising in connection with the exercise of any self-help,
ancillary or other remedies pursuant to any of the Loan Documents.  Any party may by summary proceedings bring
an action in court to compel arbitration of a Dispute.  Any party who fails or refuses to submit to
arbitration following a lawful demand by any other party shall bear all costs
and expenses incurred by such other party in compelling arbitration of any
Dispute.




             (b)        Governing
Rules.  Arbitration proceedings
shall be administered by the American Arbitration Association ("AAA")
or such other administrator as the parties shall mutually agree upon in
accordance with the AAA Commercial Arbitration Rules.  All Disputes submitted to arbitration shall be resolved in
accordance with the Federal Arbitration Act (Title 9 of the United States
Code), notwithstanding any conflicting choice of law provision in any of the
Loan Documents.  The arbitration shall
be conducted at a location in California selected by the AAA or other
administrator.  If there is any
inconsistency between the terms hereof and any such rules, the terms and
procedures set forth herein shall control. 
All statutes of limitation applicable to any Dispute shall apply to any
arbitration proceeding.  All discovery
activities shall be expressly limited to matters directly relevant to the
Dispute being arbitrated.  Judgment upon
any award rendered in an arbitration may be entered in any court having
jurisdiction; provided however, that nothing contained herein shall be deemed
to be a waiver by any party that is a bank of the protections afforded to it
under 12 U.S.C. §91 or any similar applicable state law.




             (c)         No
Waiver; Provisional Remedies, Self-Help and Foreclosure.  No provision hereof shall limit the right of
any party to exercise self-help remedies such as setoff, foreclosure against or
sale of any real or personal property collateral or security, or to obtain provisional
or ancillary remedies, including without limitation injunctive relief,
sequestration, attachment, garnishment or the appointment of a receiver, from a
court of competent jurisdiction before, after or during the pendency of any
arbitration or other proceeding.  The
exercise of any such remedy shall not waive the right of any party to compel
arbitration or reference hereunder.




             (d)        Arbitrator
Qualifications and Powers; Awards. 
Arbitrators must be active members of the California State Bar or
retired judges of the state or federal judiciary of California, with expertise
in the substantive laws applicable to the subject matter of the Dispute.  Arbitrators are empowered to resolve
Disputes by summary rulings in response to motions filed prior to the final
arbitration hearing.  Arbitrators (i)
shall resolve all Disputes in accordance with the substantive law of the State
of California, (ii) may grant any remedy or relief that a court of the State of
California could order or grant within the scope hereof and such ancillary
relief as is necessary to make effective any award, and (iii) shall have the
power to award recovery of all costs and fees, to impose sanctions and to take
such other actions as they deem necessary to the same extent a judge could pursuant
to the Federal Rules of Civil Procedure, the California Rules of Civil
Procedure or other applicable law.  Any
Dispute in which the amount in controversy is $5,000,000 or less shall be
decided by a single arbitrator who shall not render an award of greater than
$5,000,000 (including damages, costs, fees and expenses).  By submission to a single arbitrator, each
party expressly waives any right or claim to recover more than $5,000,000.  Any Dispute in which the amount in
controversy exceeds $5,000,000 shall be decided by majority vote of a panel of
three arbitrators; provided however, that all three arbitrators must actively
participate in all hearings and deliberations.




             (e)         Real
Property Collateral; Judicial Reference. 
Notwithstanding anything herein to the contrary, no Dispute shall be
submitted to arbitration if the Dispute concerns indebtedness secured directly
or indirectly, in whole or in part, by any real property unless (i) the holder
of the mortgage, lien or security interest specifically elects in writing to
proceed with the arbitration, or (ii) all parties to the arbitration waive any
rights or benefits that might accrue to them by virtue of the single action
rule statute of California, thereby agreeing that all indebtedness and
obligations of the parties, and all mortgages, liens and security interests
securing such indebtedness and obligations, shall remain fully valid and
enforceable.  If any such Dispute is not
submitted to arbitration, the Dispute shall be referred to a referee in
accordance with California Code of Civil Procedure Section 638 et seq., and
this general reference agreement is intended to be specifically enforceable in
accordance with said Section 638.  A
referee with the qualifications required herein for arbitrators shall be selected
pursuant to the AAA's selection procedures. 
Judgment upon the decision rendered by a referee shall be entered in the
court in which such proceeding was commenced in accordance with California Code
of Civil Procedure Sections 644 and 645.




             (f)         Miscellaneous.  To the maximum extent practicable, the AAA,
the arbitrators and the parties shall take all action required to conclude any
arbitration proceeding within 180 days of the filing of the Dispute with the
AAA.  No arbitrator or other party to an
arbitration proceeding may disclose the existence, content or results thereof,
except for disclosures of information by a party required in the ordinary
course of its business, by applicable law or regulation, or to the extent
necessary to exercise any judicial review rights set forth herein.  If more than one agreement for arbitration
by or between the parties potentially applies to a Dispute, the arbitration
provision most directly related to the Loan Documents or the subject matter of
the Dispute shall control.  This
arbitration provision shall survive termination, amendment or expiration of any
of the Loan Documents or any relationship between the parties.




             IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first written above.



	 	WELLS FARGO BANK,
	ROTONICS MANUFACTURING INC	NATIONAL ASSOCIATION
	 	 
	By:	/s/ SHERMAN MCKINNISS

	By:    	 /s/
  RICHARD LAPOINT


	 	Sherman McKinniss	 	Richard LaPoint
	 	President/Chief	 	Vice President
	 	Executive Officer	 	 
	 	 	 	 
	By:	/s/ DOUGLAS W. RUSSELL

	 	 
	 	Douglas W. Russell	 	 
	 	Chief Financial Officer/	 	 
	 	Assistant Secretary/Treasurer