EXHIBIT 10.18.4

                   FOURTH AMENDMENT TO CREDIT AGREEMENT


THIS  FOURTH AMENDMENT is made as of the 31st day of January, 1997, 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
and  amended  January 29, 1996 (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 February
28, 1998; and

WHEREAS, the Borrower has requested Norwest to amend Section 7.3(l) of  the
Credit Agreement; and

WHEREAS,  the  Borrower has requested Norwest amend Section 8.1(h)  of  the
Credit Agreement; and

WHEREAS, Norwest is willing to grant the Borrower's request, subject to the
provisions of this Fourth 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 February 28, 1998
          (the "Line Expiration Date").

2.   Section 7.3(l) is added to the Credit Agreement so that, when read  in
     its entirety, it provides as follows:

          Management Change.  Refrain from permitting or suffering
          any substantial change in Borrower's management team in place  as
          of the date of this Fourth Amendment.

3.        Section  8.1(h) is added to the Credit Agreement  so  that,  when
          read in its entirety, it provides as follows:

          A  material change of control shall occur.   A  material
          change of control shall be deemed to have occurred if a change in
          ownership  of stock having the power to elect a majority  of  the
          Borrower's Board of Directors has occurred.

4.   Simultaneously  with  the  execution  of  this  Fourth  Amendment  the
     Borrower  shall execute and deliver to Norwest a Fourth  Amendment  to
     Note  (the "Fourth Amendment to Note"), duly executed by the  Borrower
     and in form and content acceptable to Norwest.  Pursuant to the Fourth
     Amendment to Note, the maturity date of the Note shall be extended  to
     February  28,  1998.  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
     and the Fourth Note Amendment.

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

          A.       As of the date of this Fourth 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 counterclaim, defense, offset, abatement or recoupment.
          C.       The  execution, delivery and performance of this  Fourth
          Amendment  and the Fourth 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, 1996  to  the  date
          hereof.

6.   This  Fourth  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 Fourth  Amendment
     shall  not become effective until this Fourth Amendment and the Fourth
     Note Amendment have been duly executed by the Borrower and Norwest.

7.   Except  as  expressly  modified by this Fourth 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 and the Fourth Note Amendment.

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


INCSTAR CORPORATION                NORWEST BANK MINNESOTA,
                                   NATIONAL ASSOCIATION

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