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LOAN AGREEMENT

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|$1,000,000.00                                                                                                                              
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|References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
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|--------- |  | -------------------------------------------------------------------- |  | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|Borrower: |  | R-B Rubber Products, Inc.
904 East 10th Avenue
McMinnville, OR 97128 |  | Lender: |  | KEYBANK NATIONAL ASSOCIATION
WILLAMETTE VALLEY COMMERCIAL BANKING CENTER, SALEM
416 STATE STREET
P.O. BOX 2246    OR-20-96-0158
SALEM, OR 97308

[BAR
CODE]

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THIS LOAN AGREEMENT between R-B Rubber Products, Inc. ("Borrower") and KEYBANK NATIONAL ASSOCIATION ("Lender") is made and executed on the following terms and conditions.
Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans and other financial accommodations, including those which may be described on any
exhibit or schedule attached to this Agreement. All such loans and financial accommodations, together with all future loans and financial accommodations from Lender to Borrower, are referred to in
this Agreement individually as the "Loan" and collectively as the "Loans." Borrower understands and agrees that: (a) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's
representations, warranties, and agreements, as set forth in this Agreement; (b) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and
discretion; and (c) all such Loans shall be and shall remain subject to the following terms and conditions of this Agreement.

TERM.This Agreement shall be effective as of August 1, 2000, and shall continue thereafter until all Indebtedness of Borrower to Lender has been
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS.The following words shall have the following meanings when used in this Agreement. Terms not otherwise defined in this Agreement shall have
the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America.



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LINE OF CREDIT.Lender agrees to make Advances to Borrower from time to time from the date of this Agreement to the Expiration Date, provided the
aggregate amount of such Advances outstanding at any time does not exceed the Borrowing Base. Within the foregoing limits, Borrower may borrow, partially or wholly prepay, and reborrow under this
Agreement as follows.



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COLLATERAL.To secure payment of the Line of Credit and performance of all other Loans, obligations and duties owed by Borrower to Lender, Borrower (and
others, if required) shall grant to
Lender Security Interests in such property and assets as Lender may require (the "Collateral"), including without limitation Borrower's present and future Accounts, general intangibles, and Inventory.
Lender's Security Interests in the Collateral shall be continuing liens and shall include the proceeds and products of the Collateral, including without limitation the proceeds of any insurance. With
respect to the Collateral, Borrower agrees and represents and warrants to Lender:



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ADDITIONAL CREDIT FACILITIES.In addition to the Line of Credit facility, the following credit accommodations are either in place or will be made
available to Borrower:



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REPRESENTATIONS AND WARRANTIES.Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of
Loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:



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AFFIRMATIVE COVENANTS.Borrower covenants and agrees with Lender that, while this Agreement is in effect, Borrower will:



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NEGATIVE COVENANTS.Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the
prior written consent of Lender:



CESSATION OF ADVANCES.If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other
agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related
Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged
a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any

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Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or the Lender in
good faith deems itself insecure, even though no Event of Default shall have occurred.

ADDITIONAL COVENANTS.Borrower covenants and agrees with Lender that, while this Agreement is in effect, Borrower will:

Tangible Net Worth.Borrower shall maintain a Tangible Net Worth of not less than $5,000,000.00; calculated at the end of each six months. The words
"Tangible Net Worth" mean Borrower's total assets excluding all intangible assets (i.e., goodwill, trademarks, patents, copyrights, organizational expenses, and similar intangible items, but including
leaseholds and leasehold improvements) less Total Debt. The words "Total Debt" mean all of Borrower's liabilities including Subordinated Debt. The words "Subordinated Debt" mean indebtedness and
liabilities of Borrower which have been subordinated by written agreement to indebtedness owed by Borrower to Lender in form and substance acceptable to Lender.

Current Ratio.Borrower shall maintain a ratio of Current Assets to Current Liabilities in excess of 1.50 to 1.00; calculated at the end of each six
months. The words Current Assets shall be as defined by GAAP, minus prepaid expenses. The word Current Liabilities shall be as defined by GAAP.

Operating Cash Flow to Total Fixed Charge Ratio.Borrower shall maintain a ratio of Operating Cash Flow to Total Fixed Charges of not less than 1.30 to
1.00; calculated at the end of each fiscal year end for the preceding 12-month period. The words "Operating Cash Flow" mean net income and taxes and exclusive of extraordinary gains and losses and
gains on asset sales and other income, plus depreciation, amortization, interest expense and lease expense, less dividends and distributions. The words "Total Fixed Charges" mean interest expense,
plus current maturities of long-term debt and current maturities of capital leases, plus leases expenses, plus preferred stock dividends, plus Capital Expenditures (calculated for the preceding
twelve-month period). The words "Capital Expenditures" mean current period net fixed assets less prior period net fixed assets, plus current period depreciation.

BORROWING PLAN.An exhibit, titled "BORROWING PLAN," is attached to this Agreement and by this reference is made a part of this
Agreement [ILLEGIBLE], as if all the provisions, terms and conditions of the Exhibit had been fully set forth in this Agreement.

RIGHT OF SETOFF.Borrower grants to Lender a contractual security interest in, and hereby assigns, conveys, delivers, pledges, and
transfers to Lender all Borrower's right, title and interest in and to, Borrower's accounts with Lender (whether checking, savings, or some other account), including without limitation all accounts
held jointly with someone else and all accounts Borrower may open in the future, excluding however all IRA and Keogh accounts, and all trust accounts for which the grant of a security interest would
be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts.

EVENTS OF DEFAULT.Each of the following shall constitute an Event of Default under this Agreement:



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EFFECT OF AN EVENT OF DEFAULT.If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related
Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make Loan Advances or
disbursements), and, at Lender's option, all indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the
type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents
or available at law, in equity, or otherwise. Except as may be prohibited by

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applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights
and remedies.

MISCELLANEOUS PROVISIONS.The following miscellaneous provisions are a part of this Agreement:



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UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY US (LENDER) AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,
FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE.

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BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF AUGUST 1,
2000.

| |  | BORROWER:                   
| |  | ----------------------------
| |  | R-B Rubber Products, Inc.   
| |  | By:                         
| |  | LENDER:                     
| |  | KEYBANK NATIONAL ASSOCIATION
| |  | By:                         
|

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BORROWING PLAN

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|Borrower: |  | R-B Rubber Products, Inc.
904 East 10th Avenue
McMinnville, OR 97128 |  | Lender: |  | KEYBANK NATIONAL ASSOCIATION
WILLAMETTE VALLEY COMMERCIAL
BANKING CENTER, SALEM
416 STATE STREET
P.O. BOX 2246    OR-20-96-0158
SALEM, OR 97308
|--------- |  | -------------------------------------------------------------------- |  | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------

[BAR CODE]

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This BORROWING PLAN is attached to and by this reference is made a part of each Business Loan Agreement or Negative Pledge Agreement, dated August 1, 2000, and executed in
connection with a loan or other financial accommodations between KEYBANK NATIONAL ASSOCIATION and R-B Rubber Products, Inc..

PAYMENT OF INTEREST.Interest shall be due according to the terms of the Note and paid as follows:

/x/  By
charging account #370131000645, each MONTH

COLLATERAL SCHEDULE TIMETABLES.Borrower shall execute and deliver to Lender the following schedules:

Accounts
Receivable Agings MONTHLY; within 20 days of period end.
Accounts Payable Agings MONTHLY; within 20 days of period end.
Inventory Schedules MONTHLY; within 20 days of period end.
Borrowings Certificates MONTHLY.

THIS BORROWING PLAN IS EXECUTED ON AUGUST 1, 2000.

|BORROWER:                    |  |                                          
|---------------------------- |  | -----------------------------------------
|R-B Rubber Products, Inc.    |  |                                          
|By:                          |  | /s/RONALD L. BOGHRonald L. Bogh,President
|LENDER:                      |  |                                          
|KEYBANK NATIONAL ASSOCIATION |  |                                          
|By:                          |  | /s/J. MARSHAuthorized Officer            

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[LOGO]

MODIFICATION AND/OR EXTENSION AGREEMENT

|Date:        |  | July 28, 2000                                                                                            |  | CMM/LHO
|------------ |  | -------------------------------------------------------------------------------------------------------- |  | -------
|Borrower(s): |  | R-B Rubber Products, Inc.                                                                                |  |        
|Lender:      |  | KEYBANK NATIONAL ASSOCIATION                                                                             |  |        
|Note:        |  | Dated July 31, 1998, in the principal amount of $1,000,000.00, including any and all amendments thereto. |  |        
|Loan #:      |  | 20-121729-1010039501                                                                                     |  |        

FOR
VALUE RECEIVED. Borrower and Lender hereby agree to modify the above-referenced Loan and Promissory Note and/or Loan Agreement as follows:

1.MODIFICATION AND/OR EXTENSION PROVISIONS.



2.CONDITIONS.The modifications and/or extension described above are subject to and conditioned upon
Borrower's full satisfaction of all of the following conditions on or before the date first stated above, time being of the essence.





3.GENERAL PROVISIONS.Except as modified above, all other provisions of the Promissory Note and any
other documents securing or relating to the Loan (the "Loan Documents") remain in full force and effect. All security given for the Loan and all guarantees of the Loan (as applicable) shall continue
in full force. Borrower warrants and represents to Lender that it has full right, power and authority to enter into this agreement and to perform all its obligations hereunder, and that all
information and materials submitted to Lender in connection with this modification are accurate and complete. Borrower warrants that no default exists under the Loan Documents. Borrower reaffirms its
obligation to pay the Loan in full and reaffirms the validity and enforceability of the Loan Documents, without set-off, counterclaim or defense.

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ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER OREGON LAW.

|LENDER:                      |  | BORROWER:                             
|---------------------------- |  | --------------------------------------
|KEYBANK NATIONAL ASSOCIATION |  | R-B Rubber Products, Inc.             
|By:                          |  | /s/JOHN MARSHJohn Marsh Vice President

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