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                                                                   EXHIBIT 10.19


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
            F/K/A NORWEST BANK MINNESOTA NORTH, NATIONAL ASSOCIATION

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

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THIS Fifth AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is dated as of the
1st day of June 2001, and is by and between A.S.V., Inc. (the "Borrower") and
Wells Fargo Bank Minnesota, National Association, a national banking association
(the "Bank").

REFERENCE IS HEREBY MADE to that certain Credit Agreement dated May 22, 1997
(the "Agreement") and First Amendment to Credit Agreement dated June 30, 1998
and Second Amendment to Credit Agreement dated January 25, 1999 and Third
Amendment to Credit Agreement dated June 9, 1999, and Fourth Amendment to Credit
Agreement dated June 1, 2000 ("the Agreement") whereby the Bank agreed to
provide a Ten Million and 00/100 Dollars ($10,000,000.00) line of credit to be
used for working capital with a Line Expiration Date of the earlier of Demand or
June 1, 2001.

WHEREAS, the Bank is willing to grant the Borrower's request, subject to the
provisions of this Amendment;

NOW, THEREFORE, the Bank and the Borrower agree as follows:

1.       All references in the Agreement to the Line Expiration Date of June 1,
         2001 are hereby amended to ON THE EARLIER OF DEMAND OR JUNE 1, 2002.

2.       Page 6, Tangible Net Worth, of the Agreement is amended in its entirety
         as follows: MAINTAIN A MINIMUM TANGIBLE NET WORTH OF AT LEAST
         $48,000,000.00 AS OF THE END OF EACH FISCAL YEAR.

THE BORROWER hereby represents and warrants to the Bank as follows:

         A. The Agreement constitutes a valid, legal and binding obligation owed
         by the Borrower to the Bank, subject to no counterclaim, defense,
         offset, abatements or recoupment.

         B. As of the date of the Amendment, (i) all of the representations and
         warranties contained in the Agreement are true and (ii) there exists no
         Event of Default and no event which, with the giving of notice or the
         passage of time, or both, could become an Event of Default.

         C. The execution, delivery and performance of this Amendment by the
         Borrower are within its corporate powers, have been duly authorized,
         and are not in contravention of law or the terms of the Borrower's
         Articles of Incorporation or by-laws, or of any undertaking to which
         the Borrower is a party or by which it is bound.

         D. Except as modified by the Amendment, the Agreement remains unchanged
         and in full force and effect.


IN WITNESS WHEREOF, the Borrower and the Bank have executed this Amendment as of
the date first written above.

A.S.V., Inc.                            Wells Fargo Bank Minnesota,
                                        NATIONAL ASSOCIATION
By:/s/ Thomas R. Karges                 By: /s/ Gerald K. Johnson
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Its CFO                                 Its Vice President