COMMERCIAL/AGRICULTURAL
                     REVOLVING OR DRAW NOTE-
                          VARIABLE RATE


MARK TWAIN BANKS                             BORROWER

MARK TWAIN KANSAS CITY BANK        ROTHERWOOD CORPORATION
6333 LONG                          625 ADAMS ST.
SHAWNEE, KS 66216                  KANSAS CITY, KS 66105-1402
    (Lender)                       Telephone Number: ____________

Officer   Interest  Principal Amount    Funding   Maturity  Customer   Loan
Initials    Rate      Credit Limit       Date       Date     Number    Number

 MJ      VARIABLE  $3,750,000.00      08/27/96    08/27/97 1619572504  54080

                          PROMISE TO PAY

For value received, Borrower promises to pay to the order of
Lender indicated above the principal amount of THREE MILLION
SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($3,750,000.00)
or, if less, the aggregate unpaid principal amount of all loans
or advances made by the Lender to the Borrower, plus interest on
the unpaid principal balance at the rate and in the manner
described below.  All amounts received by Lender shall be applied
first to expenses, then to accrued interest, then to principal,
and then to late payment charges or in any other order, as
determined by Lender, and as permitted by law.

INTEREST RATE:  This Note has a variable rate feature.  Interest
on the Note may change from time to time if the Index Rate
identified below changes.  Interest shall be computed on the
basis of 360 days per year.  Interest on this Note shall be
calculated at the variable rate of MINUS 125/1000 percent
(-0.125%) per annum under the Index Rate.  The initial Index Rate
is currently EIGHT AND 250/1000 percent (8.250%) per annum.  The
initial interest rate on this Note shall be EIGHT AND 125/1000
percent (8.125%) per annum.  Any change in the interest rate
resulting from a change in the Index Rate will be effective on: 
THE DATE OF SUCH CHANGE.

INDEX RATE:   The Index Rate for this Note shall be:
MARK TWAIN BASE RATE, WHICH LENDER MAY INCREASE OR DECREASE AT
ANY TIME AT LENDER'S DISCRETION, IS PUBLICLY AVAILABLE, AND WHICH
MAY NOT NECESSARILY REFLECT THE RATE LENDER CHARGES TO ITS OTHER
CUSTOMERS, WHICH MAY BE LOWER.

MINIMUM/MAXIMUM RATE:  The minimum interest rate on this Note
shall be   n/a   percent (n/a%) per annum.  The maximum interest
rate on this Note shall not exceed   n/a   percent (n/a%) per
annum or the maximum interest rate Lender is permitted to charge
by law, whichever is less.

POST-MATURITY RATE:  In the event of a default under this Note,
the Lender may, in its sole discretion, declare all sums due
under this Note immediately due and payable.  After maturity
(whether by reason of acceleration or otherwise), the principal
balance due under this Note shall bear interest at the lesser of: 
MARK TWAIN BASE RATE PLUS 2.675, or the maximum interest rate
Lender is permitted to charge by law.

PAYMENT SCHEDULE:  Borrower shall pay the principal and interest
according to the following schedule:

ON DEMAND, BUT IF NO DEMAND IS MADE THEN INTEREST SHALL BE
PAYABLE MONTHLY BEGINNING SEPTEMBER 27, 1996 AND CONTINUING ON
THE SAME DAY OF EACH MONTH THEREAFTER.  A FINAL PAYMENT OF THE
UNPAID PRINCIPAL BALANCE PLUS ACCRUED INTEREST IS DUE AND PAYABLE
ON AUGUST 27, 1997.

All payments will be made to Lender at its address described
above and in lawful currency of the United States of America.

RENEWAL:  If checked, [   ]  this Note is a renewal of loan
number __________________.

SECURITY:  To secure the payment and performance of obligations
incurred under this Note, Borrower grants Lender a security
interest in, and pledges and assigns to Lender all of Borrower's
rights, title, and interest, in all monies, instruments, savings,
checking and other deposit accounts of Borrower's, (excluding
IRA, Keogh and trust accounts and deposits subject to tax
penalties if so assigned) that are now or in the future in
Lender's custody or control.  [X]  If checked, the obligations
under this Note are also secured by a lien and/or security
interest in the property described in the documents executed in
connection with this Note as well as any other property
designated as security for this Note now or in the future.  THIS
NOTE IS SECURED BY COMMERCIAL SECURITY AGREEMENTS DATED AUGUST
27, 1996.

PREPAYMENT:  This Note may be prepaid in part or in full on or
before its maturity date.  If this Note contains more than one
installment, all prepayments will be credited as determined by
Lender and as permitted by law.  If this Note is prepaid in full,
there will be:  [X] No minimum finance charge or prepayment
penalty.  [  ] A minimum finance charge of $___________.  [   ] A
prepayment penalty of _________% of the principal prepaid.

LATE PAYMENT CHARGE:  If a payment is more than 10 days late,
Borrower will be charged a late payment charge of $10.00 or
10.000% of the payment amount, whichever is [X] greater  [  ] 
less, as permitted by law.

REVOLVING OR DRAW FEATURE:  [X]  This Note possesses a revolving
feature.  Borrower shall be entitled to borrow up to the full
principal amount of the Note from time to time during the term of
this Note.  [  ]  This Note possesses a draw feature.  Borrower
shall be entitled to make one or more draws under this Note.  The
aggregate amount of such draws shall not exceed the full
principal amount of this Note.

Lender shall maintain a written ledger of the amounts loaned to
and repaid by Borrower under this Note.  The aggregate unpaid
principal amount shown on such ledger shall be rebuttable
presumptive evidence of the principal amount owing and unpaid on
this Note.  The Lender's failure to record the date and amount of
any loan or advance on such ledger shall not limit or otherwise
affect the obligations of the Borrower under this Note to repay
the principal amount of the loans or advances together with all
interest accruing thereon.  Lender shall not be obligated to
provide Borrower with a copy of the ledger on a periodic basis,
however, Borrower shall be entitled to inspect or obtain a copy
of the ledger during Lender's business hours.

CONDITIONS FOR ADVANCES:  If there is no default under this Note,
Borrower shall be entitled to borrow monies under this Note
(subject to the limitations described above) under the following
conditions:

AS STATED IN THE LOAN AGREEMENT DATED AUGUST 27, 1996.

BORROWER ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS, AND
AGREES TO THE TERMS AND CONDITIONS OF THIS NOTE INCLUDING THE
PROVISIONS ON THE REVERSE SIDE.  BORROWER ACKNOWLEDGES RECEIPT OF
AN EXACT COPY OF THIS NOTE.

NOTE DATE:     AUGUST 27, 1996
BORROWER: ROTHERWOOD CORPORATION

                                        BORROWER:


BY:  /s/ Sandra J. Caughey              BY:                      

TITLE: SECRETARY                        TITLE:                   


BORROWER:                          BORROWER:

BY:                                     BY:                      

TITLE:                                  TITLE:                   


<PAGE>



                       TERMS AND CONDITIONS

1.   DEFAULT:  Borrower will be in default under this Note in the
event that Borrower or any guarantor:

     (a)  fails to make any payment on this Note or any other
          indebtedness to Lender when due;
     (b)  fails to perform any obligation or breaches any
          warranty or covenant to Lender contained in this Note
          or any other present or future, written agreement
          regarding this or any indebtedness of Borrower to
          Lender;
     (c)  provides or causes any false or misleading signature or
          representation to be provided to Lender;
     (d)  allows the collateral securing this Note (if any) to be
          lost, stolen, destroyed, damaged in any material
          respect, or subjected to seizure or confiscation;
     (e)  permits the entry or service of any garnishment,
          judgment, tax levy, attachment or lien against
          Borrower, any guarantor, or any of their property;
     (f)  dies, becomes legally incompetent, is dissolved or
          terminated, ceases to operate its business, becomes
          insolvent, makes an assignment for the benefit of
          creditors, or becomes the subject of any bankruptcy,
          insolvency or debtor rehabilitation proceeding; or
     (g)  causes Lender to deem itself insecure for any reason,
          or Lender, for any reason, in good faith deems itself
          insecure.

2.   RIGHTS OF LENDER ON DEFAULT:  If there is a default under
this Note, Lender will be entitled to exercise one or more of the
following remedies without notice or demand (except as required
by law):

     (a)  To declare the principal amount plus accrued interest
          under this Note and all other present and future
          obligations of Borrower immediately due and payable in
          full;

     (b)  to collect the outstanding obligations of Borrower with
          or without resorting to judicial process;

     (c)  to take possession of any collateral in any manner
          permitted by law;

     (d)  to require Borrower to deliver and make available to
          Lender any collateral at a place reasonably convenient
          to Borrower and Lender:

     (e)  to sell, lease or otherwise dispose of any collateral
          and collect any deficiency balance with or without
          resorting to legal process;

     (f)  to set-off Borrower's obligations against any amounts
          due to Borrower including, but not limited to monies,
          instruments, and deposit accounts maintained with
          Lender; and

     (g)  to exercise all other rights available to Lender under
          any other written agreement or applicable law.

Lender's rights are cumulative and may be exercised together,
separately, and in any order.  Lender's remedies under this
paragraph are in addition to those available at common law, such
as the right of setoff.

3.   DEMAND FEATURE:  If this Note contains a demand feature,
then notwithstanding anything to the contrary contained in this
Note, Lender's rights with respect to the events of default
identified above shall not be limited, restricted, impaired or
otherwise adversely affected by the demand feature of this Note. 
Lender's right to demand payment, at any time, and from time to
time, shall be in Lender's sole and absolute discretion, whether
or not any default has occurred.

4.   FINANCIAL INFORMATION:  Borrower will provide Lender with
current financial statements including but not limited to balance
sheets and profit and loss statements and other information upon
request.

5.   MODIFICATION AND WAIVER:  The modification or waiver of any
of Borrower's obligations or Lender's rights under this Note must
be contained in a writing signed by Lender.  Lender may perform
any of Borrower's obligations or delay or fail to exercise any of
its rights without causing a waiver of those obligations or
rights.  A waiver on one occasion will not constitute a waiver on
any other occasion.  Borrower's obligations under this Note shall
not be affected if Lender amends, compromises, exchanges, fails
to exercise, impairs or releases any of the obligations belonging
to any co-borrower or guarantor or any of its rights against any
co-borrower, guarantor or collateral.

6.   SEVERABILITY AND INTEREST LIMITATION:  If any provision of
this Note violates the law or is unenforceable, the rest of the
Note will remain valid.  Notwithstanding anything contained in
this Note to the contrary, in no event shall interest accrue
under this Note, before or after maturity, at a rate in excess of
the highest rate permitted by applicable law, and if interest
(including any charge or fee held to be interest by a court of
competent jurisdiction) in excess thereof be paid, any excess
shall constitute a payment of, and be applied to, the principal
balance hereof, and if the principal balance has been fully paid,
then such interest shall be repaid to the Borrower.

7.   ASSIGNMENT:  Borrower will not be entitled to assign any of
its rights, remedies or obligations described in this Note
without the prior written consent of Lender which may be withheld
by Lender in its sole discretion.  Lender will be entitled to
assign some or all of its rights and remedies described in this
Note without notice to or the prior consent of Borrower in any
manner.

8.   NOTICE:  Any notice or other communication to be provided to
Borrower or Lender under this Note shall be in writing and sent
to the parties at the addresses described in this Note or such
other address as the parties may designate in writing from time
to time.

9.   APPLICABLE LAW:  This Note shall be governed by the laws of
the state indicated in Lender's address.  Borrower consents to
the jurisdiction and venue of any court located in the state
indicated in Lender's address in the event of any legal
proceeding under this Note.

10.  COLLECTION COSTS:  If Lender hires an attorney to assist in
collecting any amount due or enforcing any right or remedy under
this Note, Borrower agrees to pay Lender's attorney's fees, to
the extent permitted by applicable law, and collection costs.

11.  MISCELLANEOUS:  This Note is being executed for commercial
purposes.  Borrower and Lender agree that time is of the essence. 
Borrower waives presentment, demand for payment, notice of
dishonor and protest.  Borrower hereby waives any right to trial
by jury in any civil action arising out of, or based upon, this
Note or the collateral securing this Note.  If Lender obtains a
judgment for any amount due under this Note, interest will accrue
on the judgment at the judgment rate of interest permitted by
law.  All references to Borrower in this Note shall include all
of the parties signing this Note.  If there is more than one
Borrower, their obligations will be joint and several. 
Information concerning the Note may be reported to credit
reporting agencies and will be made available when requested by
proper legal process.  This Note and any related documents
represent the complete and integrated understanding between
Borrower and Lender pertaining to the terms and conditions of
those documents.

12.  ADDITIONAL TERMS:

     BORROWER AGREES THAT LENDER, AT ITS OPTION, MAY EXTEND OR
     RENEW THIS NOTE $15 IS CHARGED FOR NON  MARK TWAIN CHECKS
     RETURNED FOR INSUFFICIENT FUNDS.  THE UNDERSIGNED AGREE THAT
     THE CONSENT TO JURISDICTION AND VENUE HEREIN SHALL NOT
     PROHIBIT OR LIMIT LENDER FROM BRINGING ANY ACTION OR
     PROCEEDING HEREUNDER IN ANY JURISDICTION OR VENUE THAT IS
     OTHERWISE PROPER.


PURPOSE:  FINANCE WORKING CAPITAL NEEDS OF OPERATING SUBSIDIARIES