<PAGE>   1
                                                                      EX-10.16




                               SECOND AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT
                         DATED AS OF SEPTEMBER 30, 1996

         THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN
AGREEMENT (the "Second Amendment") dated as of the 24th day of June, 1998, 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 (the "Agreement");
         WHEREAS, Borrower, in addition to other credit facilities provided for
in the Agreement, desires to borrow up to $5,000,000 (subject to restrictions
provided herein) from the Bank from time to time for the acquisition financing
needs of the Borrower's wholly owned subsidiary Ersco Corporation, a Michigan
corporation ("Ersco") ("Phase I Ersco Acquisition");
         WHEREAS, Borrower, in addition to other credit facilities provided for
in the Agreement and the Phase I Ersco Acquisition Facility, desires to borrow
up to additional $5,000,000 (subject to restrictions provided herein) from the
Bank from time to time, after the Phase I Ersco Acquisition Facility is fully
drawn down, for additional acquisition financing needs of Ersco ("Phase II Ersco
Acquisition"); and
         WHEREAS, the Borrower and the Bank now desire to amend certain of the 
covenants and restrictions set forth in the Agreement;

                                       -1-

<PAGE>   2
                                                            


         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 1.1 of Section 1 of the Agreement, the following
definitions are hereby deleted in their entirety and replaced by the following
or added entirely:

                  "Accounts," "Chattel  Paper," "Documents,"  "Equipment,"
         "Fixtures," "General Intangibles,"  "Goods,"  "Instruments,"  and
         "Inventory" shall have the meanings assigned to them in the UCC on the
         date of this Agreement.

                  "Approved Ersco  Acquisition(s)" shall mean business
         acquisitions for Ersco prepared by the Borrower, which are approved in
         writing by the Bank, which approval shall not be unreasonably withheld.

                  "Atmosphere Annealing" shall mean Atmosphere Annealing, Inc., 
         a Michigan corporation.

                  "Consolidated Funded Debt" shall mean, as of any applicable
         date of determination, that portion of consolidated Debt which consists
         of (a) indebtedness for borrowed money, including indebtedness for
         borrowed money which is evidenced by notes, bonds, debentures or other
         similar instruments or (b) obligations under installment sales
         contracts or capital leases, less Liquid Assets of Borrower and/or the
         Guarantors as of the applicable date.

                  "Ersco" shall mean Ersco Corporation, a Michigan corporation.

                  "Ersco Collateral" shall mean the any property of Ersco,
         including but not limited to, any property in the possession of the
         Bank, any amount in any deposit account of the Ersco with the Bank, any
         real property, any securities owned by Ersco in any acquired
         subsidiaries, all of Ersco's Accounts, Chattel Paper, Documents,
         Equipment, Fixtures, General Intangibles, Goods, Instruments and
         Inventory, wherever located and whether or not owned or hereafter
         acquired, together with all replacements thereof, substitutions
         therefor and all proceeds hereof.

                  "Financing Statements" shall mean UCC financing statements
         describing the Bank as secured party and the Borrower, Ersco or a
         Guarantor as debtor covering the Collateral or the Ersco Collateral, as
         provided in this Agreement, and otherwise in such form, for filing in
         such jurisdictions and with such filing offices as the Bank shall
         reasonably deem necessary or advisable.

                  "Guarantors" shall mean Akemi, Ersco, Pak-Sak, Wisconsin and
         Atmosphere Annealing.


                                       -2-

<PAGE>   3



                  "Mortgages" shall mean one or more continuing collateral
         mortgages in such form as shall be required by the Bank to perfect a
         security interest in the Akemi Real Estate.


                  "Note" shall mean the Revolving Credit Note, the Revolving
         Ersco Acquisition Note or the Term Note and "Notes" shall mean each of
         the Revolving Credit Note, the Revolving Ersco Acquisition Note and the
         Term Note.

                  "Phase I Ersco Acquisition Commitment Amount" shall mean
         $5,000,000 (or such lesser amount to which the Phase I Ersco
         Acquisition Commitment Amount may be reduced by the Borrower from time
         to time under Section 2.8.1 of this Agreement), which commitment shall
         be only for use in Phase I Ersco Acquisitions.

                  "Phase II Ersco Acquisition Commitment Amount" shall mean
         $5,000,000 (or such lesser amount to which the Phase II Ersco
         Acquisition Commitment Amount may be reduced by the Borrower from time
         to time under Section 2.8.1 of this Agreement), which commitment shall
         be only for use in Phase II Ersco Acquisitions.

                  "Revolving Ersco Acquisition Note" shall mean a promissory
         note conforming to Section 2.3(c) of this Agreement and in the form of
         Exhibit A-3 to this Agreement.

                  "Revolving Ersco Acquisition Loan" shall mean an advance made
         by the Bank to the Borrower under Section 2.1(d) of this Agreement on a
         Disbursement Date for a Phase I Ersco Acquisition or a Phase II Ersco
         Acquisition.

                  "Security Agreements" shall mean security agreements in such
         form as shall be required by the Bank pursuant to this Agreement, which
         the Borrower, Ersco and the Guarantors have previously or in the future
         will grant, to the Bank, security interests in the Collateral and/or
         the Ersco Collateral, as applicable, now owned or hereafter acquired,
         together with all replacements thereof, substitutions therefor and all
         proceeds thereof, for the purpose of securing Term Loans and/or the
         Revolving Ersco Acquisition Loans.

                  "Series Four Preferred  Stock" shall mean 46,414 issued shares
         of 10% Maxco, Inc. preferred stock.

                  "Series Five  Preferred  Stock" shall mean 6,680 issued shares
         of 10% Maxco, Inc. preferred stock.

                  "Termination Date" shall mean, as to the Revolving Credit Loan
         and the Revolving Ersco Acquisition Loan, August 1, 1999 (or such
         earlier date on which the Borrower shall permanently terminate the
         Bank's commitment under Section 2.8.1 of this Agreement).

         2. There shall be added a new Sub-Sub-Section 2.1(d) to Sub-Section 2.1
of Section 2 which shall read as follows:

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<PAGE>   4



        
                  2.1 Commitment. (d) Subject to the terms and conditions of
         this Agreement, the Bank agrees to make loans to the Borrower for
         Approved Ersco Acquisitions on a revolving basis of such amount as the
         Borrower shall request pursuant to Section 2.2 of this Agreement at any
         time from the date of this Agreement until the Termination Date, up to
         an aggregate principal amount outstanding at any time not to exceed the
         sum of the Phase I Ersco Acquisition Commitment Amount and the Phase II
         Ersco Acquisition Commitment Amount, provided that each Disbursement
         Date under this Agreement must be a Business Day, and the principal
         amount of each Revolving Ersco Acquisition Loan made under this
         Agreement shall be in the aggregate amount of $10,000 or an integral
         multiple thereof, and provided further, that the principal amount of
         each Revolving Ersco Acquisition Loan made under this Agreement, for
         which Borrower elects to pay interest at the Eurodollar-based Rate,
         shall be in the aggregate amount of $1,000,000 or greater in $500,000
         increments thereafter.

         3. Sub-Sub-Section 2.2.1 of Sub-Section 2.2 of Section 2 is hereby
deleted in its entirety and replaced by the following:

            2.2.1 Notice of Request for Loan and Letters of Credit. The
         Borrower may with the consent of the Bank request a Revolving Loan, a
         Revolving Ersco Acquisition Loan, a Term Loan or a Letter of Credit and
         make payments thereon by written, telephonic or other approved form of
         electronic authorization to the Bank in accordance with such terms and
         procedures as the Bank shall from time to time establish.

         4. A new Sub-Sub-Section 2.2.2(e) of Sub-Section 2.2 of Section 2 are
replaced and added by the following:

            2.2.2 Bank Obligation to Make Loans or to Issue Letters of
         Credit. The Bank agrees to make the Revolving Loan, the Revolving Ersco
         Acquisition Loan or the Term Loan, or to issue the Letter of Credit, on
         the Disbursement Date as set forth in a notice to the Bank from the
         Borrower conforming to the requirements of Section 2.2.1 by crediting
         the Borrower's general deposit account with the Bank in the amount of
         such Revolving Loan, Revolving Ersco Acquisition Loan or Term Loan, or
         by delivering the Letter of Credit to the Borrower, provided, however,
         that the Bank shall not be so obligated if:

                  . . .

                  (c) Any such proposed Revolving Ersco Acquisition Loan would
         cause the aggregate unpaid principal amount of the Revolving Ersco
         Acquisition Loans outstanding under this Agreement to exceed the sum of
         the Phase I Ersco Acquisition Commitment Amount and the Phase II Ersco
         Acquisition Commitment Amount.

                5. There shall be added a new Sub-Sub-Section (c) to Sub-Section
 2.3 to Section 2 which shall read as follows:


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<PAGE>   5




        
                  (c) Revolving Ersco Acquisition Note. The Revolving Ersco
         Acquisition Loans shall be evidenced by the Revolving Ersco Acquisition
         Note, executed by the Borrower, dated the date of this Agreement,
         payable to the Bank on the Termination Date (unless sooner accelerated
         pursuant to the terms of this Agreement), and in the principal amount
         of the sum of the Phase I Ersco Acquisition Commitment Amount and the
         Phase II Ersco Acquisition Commitment Amount. The date and amount of
         each Revolving Ersco Acquisition Loan made by the Bank and of each
         repayment of principal thereon received by the Bank shall be recorded
         by the Bank in its records. The aggregate unpaid principal amount so
         recorded by the Bank shall constitute the best evidence of the
         principal amount owing and unpaid on the Note, provided, however, that
         the failure by the Bank so to record any such amount or any error in so
         recording any such amount (whether on the schedule attached to the
         Revolving Ersco Acquisition Note or otherwise) shall not limit or
         otherwise affect the obligations of the Borrower under this Agreement
         or the Revolving Ersco Acquisition Note to repay the principal amount
         of all the Revolving Ersco Acquisition Loans together with all interest
         accrued or accruing thereon.

         6.       There shall be added a new Sub-Section 2.4(c) to Section 2 
which shall read as follows:

                  (c) The Revolving Ersco Acquisition Note shall bear interest
         on the outstanding principal balance from time to time outstanding at a
         rate equal to the Prime Rate, less one-half of one percent (.5%), or
         the Eurodollar-based Rate, as elected by the Borrower under the terms
         of the Revolving Ersco Acquisition Note, until maturity, whether by
         acceleration or otherwise, and thereafter at a rate equal to three
         percent (3%) per annum plus the rate otherwise prevailing hereunder.
         Interest shall be payable in accordance with the terms of the Revolving
         Ersco Acquisition Note.

         7.       There shall be added a new Sub-Section 2.6.5 to Section 2 
which shall read as follows:

                  2.6.5 Revolving Ersco Acquisition Commitment Fee. The Borrower
         agrees to pay to the Bank a revolving credit commitment fee for the
         period from and including the date of this Agreement to the Termination
         Date equal to (a) one-quarter of one percent (1/4%) per annum (i) of
         the Phase I Ersco Acquisition Commitment Amount until the date of the
         first request for a draw against the Phase II Ersco Acquisition
         Commitment Amount and then (ii) of the Phase II Ersco Acquisition
         Commitment Amount plus (b) one-quarter of one percent (1/4%) per annum
         on the average daily difference between (i) the Phase I Ersco
         Acquisition Commitment Amount and the aggregate unpaid principal
         balance of the Revolving Ersco Acquisition Loans until the Phase I
         Ersco Acquisition Commitment Amount is fully drawn, and then upon the
         first request for a draw against the Phase II Ersco Acquisition
         Commitment Amount, (ii) the Phase II Ersco Acquisition Commitment
         Amount and the aggregate unpaid principal balance of the Revolving 
         Ersco Acquisition Loans drawn against 

                                       -5-

<PAGE>   6



         the Phase II Ersco Acquisition Commitment Amount. Such commitment fees
         shall be payable on the last Business Day of each March, June,
         September and December during the term of this Agreement, and on the
         Termination Date, for the periods ending on such dates.

         8.       Sub-Section 2.8 of Section 2 is hereby deleted in its 
entirety and replaced by the following:

         2.8      Changes in Commitment and Prepayments.

                  2.8.1 Termination or Reduction in Commitment. The Borrower
         may, at any time and from time to time, upon at least five (5) Business
         Days' prior written notice received by the Bank, permanently terminate
         the Bank's commitments under this Agreement or permanently reduce the
         Commitment Amount, the Phase I Ersco Acquisition Commitment Amount or
         the Phase II Ersco Acquisition Commitment Amount by an integral
         multiple of $500,000, provided, however, that the Borrower, on the
         effective date of such termination or reduction, (a) shall pay to the
         Bank, in the case of a termination, the aggregate unpaid principal
         amount of all Revolving Loans, Revolving Ersco Acquisition Loans and
         Term Loans (together with, in the case of Term Loans, any prepayment
         penalty or premium provided by the Term Notes or otherwise required by
         the Bank) and shall deposit with the Bank in cash an amount (adjusted,
         as deemed necessary by the Bank, for any applicable reserve or other
         requirements) equal to the Bank's maximum liability under all Letters
         of Credit then outstanding, or (b) shall pay to the Bank, in the case
         of a reduction, the amount, if any, by which the aggregate unpaid
         principal amount of all Revolving Loans exceeds the then reduced
         Commitment Amount, together in either case with all interest accrued
         and unpaid on the principal amounts so prepaid, and/or (c) shall pay to
         the Bank, in the case of a reduction, the amount, if any, by which the
         aggregate unpaid principal amount of all Revolving Ersco Acquisition
         Loan exceeds the then reduced sum of the Phase I Ersco Acquisition
         Commitment Amount and the Phase II Ersco Acquisition Commitment Amount,
         together in either case with all interest accrued and unpaid on the
         principal amounts so prepaid. After any such reduction, the commitment
         fee provided under Section 2.6.1 of this Agreement shall be calculated
         on the Commitment Amount and the sum of the Phase I Ersco Acquisition
         Commitment Amount and the Phase II Ersco Acquisition Commitment Amount,
         as so reduced and the such commitment amounts may not be increased or
         otherwise reinstated without the express written agreement of the Bank.

                  2.8.2 Mandatory Prepayments. In addition to the mandatory
         prepayment required under Section 2.8.1 of this Agreement, the Borrower
         shall pay to the Bank the amount, if any, by which the aggregate unpaid
         principal amount of all Revolving Loans from time to time exceeds the
         Commitment Amount, together with all interest accrued and unpaid on the
         amount of such excess, but without other premium or penalty. Such
         prepayment shall be immediately due and owing upon the occurrence of
         any such excess, provided, however, that any mandatory prepayment made 
         under this Section 2.8.2 shall not reduce the Commitment Amount.


                                       -6-

<PAGE>   7



        
                  2.8.3  Optional Prepayments.

                           (a) The Borrower may, at any time and from time to
                  time, upon at least one (1) Business Day's prior written
                  notice received by the Bank, prepay the unpaid principal
                  amount of the Revolving Loans in whole or in part without
                  premium or penalty, provided, however, that any such optional
                  prepayment shall be made in an integral multiple of $10,000
                  and provided, further, that any optional prepayment made under
                  this Section 2.8.3 shall not reduce the Commitment Amount.

                           (b) The Borrower may prepay the unpaid principal
                  amount of the Term Loans only if permitted by, and on the
                  terms of, the Term Notes.

                  2.8.4 Payments Under Revolving Ersco Acquisition Loans.
         Principal payments required under a Revolving Ersco Acquisition Loan
         will be predicated on the amounts outstanding and will be defined prior
         to any Revolving Ersco Acquisition Loan and shall provide for an
         amortization period of up to seven (7) years, as determined by the
         Bank, with payments commencing within six (6) months following the date
         of the Revolving Ersco Acquisition Loan.

         9. Section 3 is hereby deleted in its entirety and replaced by the
            following:

         SECTION 3.  SECURITY.

                  3.1 Term Loans. To secure full and timely performance of the
         Borrower's covenants set out in this Agreement relating to the Term
         Loans and to secure the repayment of the Term Notes the Borrower agrees
         to grant and assign, and to cause the Guarantors to grant and assign,
         Purchase Money Security Interests and other security interests in the
         Collateral pursuant to the Security Agreements, the Financing
         Statements, the Mortgages and other instruments and agreements
         satisfactory to the Bank. Any security interest in Collateral securing
         a Term Loan shall also be deemed as security for all other Term Loans
         made pursuant to this Agreement.

                  3.2 Revolving Ersco Acquisition Loans. To secure full and
         timely performance of the Borrower's covenants set out in this
         Agreement relating to the Revolving Ersco Acquisition Loans and to
         secure the repayment of the Revolving Ersco Acquisition Note the
         Borrower agrees to cause Ersco to grant and assign security interests
         in the Ersco Collateral pursuant to the Security Agreements, the
         Financing Statements, the Mortgages and other instruments and
         agreements satisfactory to the Bank. Any security interest in Ersco
         Collateral securing a Revolving Ersco Acquisition Loan shall also be
         deemed as security for all other Revolving Ersco Acquisition Loans made
         pursuant to this Agreement ("Ersco Security Interests"), including
         loans for both Phase I Ersco Acquisitions and Phase Ii Ersco
         Acquisitions. Notwithstanding anything contained herein to the
         contrary, the Ersco Security


                                       -7-

<PAGE>   8



          Interests shall be granted to the Bank contemporaneously with the
          first request by Borrower for a Revolving Ersco Acquisition Loan for 
          a Phase II Ersco Acquisition.

         10.      Section 5.5 of Section 5 is hereby deleted in its entirety and
 is replaced by the following:

                  5.5 Subsidiaries. The Guarantors are wholly owned Subsidiaries
         of the Borrower. The Borrower also owns approximately (i) 24% of the
         capital stock of Medar, (ii) 100% of the capital stock of Atmosphere
         Annealing, Inc., (iii) 45% of the capital stock of Strategic
         Interactive, Inc., (iv) 50% of the membership interests Robinson Oil
         Co., L.L.C., (v) 33% of the capital stock of AMI Energy, Inc., (vi) 50%
         of the membership interests in L/M Associates, L.L.C. and (vii) 33% of
         the capital stock of Blasen Brogan Asset Management Company.

         11.      Section 5.17 of Section 5 is hereby deleted in its entirety 
and is replaced by the following:

                  5.17 Shares and Shareholders. The Borrower's entire authorized
         capital stock consists of 10,000,000 shares of common stock, $1.00 par
         value, and 100,000 shares of Preferred Stock, of which 14,988 shares of
         Series Three Preferred Stock are issued and outstanding; of which
         46,414 shares of Series Four Preferred Stock are issued and
         outstanding; and of which 6,680 shares of Series Five Preferred Stock
         are issued and outstanding. The Guarantors' entire outstanding capital
         stock is owned both beneficially and of record by the Borrower, and the
         Guarantors' authorized and outstanding capital stock consists of the
         following:

<TABLE>
<CAPTION>

                                     Authorized                                                       Outstanding
         Guarantor:                 Capital Stock:                     Par Value:                Capital Stock

<S>      <C>                        <C>              <C>               <C>         <C>      <C>      <C>      <C>
         Akemi                      50,000           $ 1.00                        1,000
         Atmosphere Annealing               60,000            N/A                                             1,000
         Ersco Corp.                        60,000            N/A                                    1,000
         Pak-Sak                             5,000            $10.00                        3,768
         Wisconsin Common                    1,250            no par                                   290
                  Preferred                    250                     $100.00                                  250

</TABLE>

         The Borrower owns 2,130,605 shares of the outstanding capital stock of
         Medar, which constitutes approximately 24% of the aggregate outstanding
         capital stock of Medar and those interest disclosed in Section 5.5.
         Except as disclosed on Schedule 5.17, there are no outstanding options,
         warrants or rights to purchase, nor any agreement for the subscription,
         purchase or acquisition of, any shares of the capital stock of the 
         Borrower or any Subsidiary.

         12.      Section 6.6 of Section 6 is hereby deleted in its entirety 
                  and is replaced by the 


                                       -8-

<PAGE>   9

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 (a) 3.20 to 1.0 from the date of this Agreement and the date upon
         which a Revolving Ersco Acquisition Loan is requested by Borrower for a
         Phase II Ersco Acquisition, and (b) 3.80 to 1.0 thereafter until the
         Termination Date.

         13.      There shall be added a new Sub-Section 6.12 to Section 6 
which shall read as follows:

                  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 1.75 to 1.0 from the date upon
         which a Revolving Ersco Acquisition Loan is requested by Borrower for a
         Phase II Ersco Acquisition to the Termination Date.

         14.      Section 7.1 of Section 7 is hereby deleted in its entirety 
and is replaced by the following:

                  7.1 Dividends. Declare or pay any dividend (other than
         dividends payable solely in shares of its capital stock) on, or make
         any other distribution with respect to (whether by reduction of capital
         or otherwise), any shares of its capital stock, except that (i)
         dividends from any Subsidiary to the Borrower are permitted, (ii)
         dividends of up to $110,000 annually on Borrower's Series Three
         Preferred Stock are permitted, (iii) dividends of up to $300,000
         annually on the Borrower's Series Four Preferred Stock are permitted,
         and (iv) dividends of up to $81,000 annually on the Borrower's Series
         Five Preferred Stock are permitted.


         15.      Section 7.2 of Section 7 is hereby deleted in its entirety 
and is replaced by the following:

                  7.2 Stock Issuance. Issue any additional shares of its capital
         stock, or any warrant, right or option relating thereto or any security
         convertible into any of the foregoing, except (i) pursuant to the
         Borrower's employee stock option plan, or (ii) Borrower's Series Five
         Preferred Stock but only to the extent such stock was issued on or
         prior to June 24, 1998.


         16.      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,               


                                       -9-

<PAGE>   10



         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.

         17.      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, Medar Subordinated Debt
         Securities, Atmosphere Annealing, Strategic Interactive, Inc., Robinson
         Oil Co., L.L.C., AMI Energy, Inc., L/M Associates, L.L.C., and Blasen
         Brogan Asset Management Company, in each case limited to the interest
         owned by the Borrower on the date of this Second 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).

         18.      Except as specifically modified hereby, the terms and 
conditions of the Agreement and the Notes 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.

         19.      Neither the extension of this Second Amendment by the Bank,
nor any other act or omission by the Bank in connection herewith, shall
be deemed a waiver by the Bank of any default under the Agreement.



                                      -10-

<PAGE>   11



         IN WITNESS WHEREOF, the Borrower and the Bank have caused this Second
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




                                      -11-

<PAGE>   12


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

Akemi Plastics, Inc.


By /s/ Vincent Shunsky
  -------------------------    
         Vincent Shunsky
         Its Treasurer


Ersco Corporation                                    Pak-Sak Industries, Inc.


By /s/ Vincent Shunsky                               By /s/ Vincent Shunsky
  ------------------------                             ----------------------
         Vincent Shunsky                                     Vincent Shunsky
         Its Treasurer                                       Its Treasurer


Wisconsin Wire & Steel, Inc.                         Atmosphere Annealing, Inc.


By /s/ Vincent Shunsky                               By /s/ Vincent Shunsky
  ------------------------                             -----------------------
         Vincent Shunsky                                      Vincent Shunsky
         Its Treasurer                                        Its Treasurer





                                      -12-