EXHIBIT 10.18.3
                                       
                      THIRD AMENDMENT TO CREDIT AGREEMENT
                                       
                                       
THIS THIRD AMENDMENT is made as of the 29th day of January, 1996, and is by and
between  INCSTAR  Corporation  (the "Borrower"), and  Norwest  Bank  Minnesota,
National Association, a national banking association ("Norwest").

REFERENCE IS HEREBY MADE to that certain credit agreement dated as of  December
27, 1993 and amended January 3, 1995 and amended February 15, 1995 (the "Credit
Agreement")  made  between  the Borrower and Norwest.   Capitalized  terms  not
otherwise defined herein shall have the respective meanings ascribed to them in
the Credit Agreement.

WHEREAS,  the Borrower has requested Norwest to extend the Line to January  31,
1997; and

WHEREAS,  the  Borrower has requested Norwest to amend Section  2.1(a)  of  the
Credit Agreement; and

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

NOW,  THEREFORE,  in  consideration of the  premises  and  for  other  valuable
consideration received, it is agreed as follows:

1.   Section 1.2 of the Credit Agreement is hereby amended by changing the said
     Section so that, when read in its entirety, it provides as follows:

                   Line Availability Period.  The Line Availability Period will
          mean  the  period from the Effective Date to January  31,  1997  (the
          "Line Expiration Date").

2.   Section  2.1(a) of the Credit Agreement is hereby amended by changing  the
     said Section so that, when read in its entirety, it provides as follows:

                   Line  Fee.  During the Line Availability Period the Borrower
          will  pay  the Bank a Line fee of 1/8 of 1% per annum on the  average
          daily unused amount of the Line.  This fee will be paid quarterly  in
          arrears beginning March 31, 1996.

3.   Simultaneously  with the execution of this Third Amendment,  the  Borrower
     shall execute and deliver to Norwest a Third Amendment to Note (the "Third
     Note  Amendment"), duly executed by the Borrower and in form  and  content
     acceptable  to  Norwest.   Pursuant to the Third Amendment  to  Note,  the
     maturity  date  of the Note shall be extended to January  31,  1997.   All
     references in the Credit Agreement to "the Note" shall be deemed  to  mean
     the  Note  as  modified by the First Note Amendment and  the  Second  Note
     Amendment and the Third Note Amendment.

4.      The Borrower hereby represents and warrants to Norwest as follows:

          A.       As  of  the  date of this Third Amendment,  the  outstanding
          principal balance of the Note is $0, and accrued but unpaid  interest
          thereon equals $0.
          B.      The Credit Agreement and the Note constitute valid, legal and
          binding  obligations owed by the Borrower to Norwest, subject  to  no
          counter claim, defense, offset, abatement or recoupment.
          C.       The  execution,  delivery  and  performance  of  this  Third
          Amendment and the Third Amendment to Note 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.      All financial statements delivered to Norwest by or on behalf
          of  the  Borrower,  including  any  schedules  and  notes  pertaining
          thereto,  fully  and fairly present the financial  condition  of  the
          Borrower at the dates thereof and the results of operations  for  the
          periods  covered  thereby, and there have been  no  material  adverse
          changes  in the financial condition or business of the Borrower  from
          December 31, 1995 to the date hereof.

5.   This  Third Amendment may be executed in any number of counterparts,  each
     of  which  shall  be  deemed an original, but which taken  together  shall
     constitute  one and the same instrument.  This Third Amendment  shall  not
     become  effective until this Third Amendment and the Third Note  Amendment
     have been duly executed by the Borrower and Norwest.

6.   Except as expressly modified by this Third Amendment, the Credit Agreement
     remains  unchanged  and in full force and effect.   Without  limiting  the
     generality of the foregoing, all advances under the Line shall continue to
     be  evidenced by the Note, as amended by the First Note Amendment and  The
     Second Note Amendment and the Third Note Amendment.

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


INCSTAR CORPORATION                NORWEST BANK MINNESOTA,
                                   NATIONAL ASSOCIATION

By:___________________             By:______________________

Its:__________________             Its:_____________________



By:___________________

Its:__________________