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

         THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the
"Seventh Amendment") effective as of the 11th day of January, 2001, 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, as further amended by Second Amendment thereto dated
as of June 24, 1998, as further amended by Third Amendment thereto dated as of
September 24, 1998, as further amended by Fourth Amendment thereto dated as of
June 22, 1999, as further amended by Fifth Amendment thereto dated as of
September 1, 1999 and as further amended by Sixth Amendment thereto dated as of
July 10, 2000 (the "Agreement"); and

         WHEREAS, Borrower and Bank now desire to amend the Agreement to provide
for the purpose of (i) confirming the Commitment Amount, (ii) extending the
Termination Date, (iii) modifying the interest rate provided in the Revolving
Credit Note, and (iv) incorporating the Advance Formula Agreement (as defined
herein).

         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 definition is hereby added:

                  "Advance Formula Agreement" shall mean that certain Advance
         Formula Agreement of even date herewith between Borrower and the Bank.

         2.       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:

                   "Commitment Amount" shall mean $18,000,000 (or such lesser
         amount to which the Commitment Amount may be reduced by the Borrower
         from time to time under Section 2.8.1 of this Agreement), subject to
         the terms, limitations and conditions of the Advance Formula Agreement.

                  "Termination Date" shall mean, as to the Revolving Credit
         Loan, August 1, 2002 (or such earlier date on which the Borrower shall
         permanently terminate the Bank's commitment under Section 2.8.1 of this
         Agreement).

         3.       Notwithstanding anything contained in the Agreement to the
contrary, the Agreement is hereby amended to incorporate the terms and
conditions of the Advance Formula Agreement, as if the same were set forth
herein verbatim, provided, that it is the express intent of this provision of
this Seventh Amendment and the Advance Formula Agreement to limit the


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Indebtedness (as defined in the Agreement) of the Borrower to the Bank as
specified in the Advance Formula Agreement.

         4.       Subsection  7.1 of  Section 1 of the  Agreement is hereby
deleted in its entirety and replaced by the following:

                  7.1 Dividends. Borrower shall not declare or pay any dividend
         on, or make any other distribution with respect to (whether by
         reduction of capital or otherwise), any shares of its capital stock,
         including but not limited to dividends previously permitted under the
         Agreement relative to any of Borrower's preferred stock series, except
         that (i) dividends from any Subsidiary to the Borrower are permitted,
         and (ii) dividends on the preferred stock series are permitted, but
         only to the extent fully funded by a loan (subordinated, to the
         satisfaction of the Bank, in all respects to the Indebtedness) made by
         Mr. Max A. Coon to the Borrower.

         5.       Except as specifically modified hereby, the terms and
conditions of the Agreement and the Notes, as the same may be amended from time
to time, 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.

         6.       Neither the extension of this Seventh Amendment by the Bank,
nor any other act or omission by the Bank in connection herewith, shall be
deemed an express or implied waiver by the Bank of any default under the
Agreement.

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


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


Ersco Corporation                           Pak-Sak Industries, Inc.


By  \S\ VINCENT SHUNSKY                     By   \S\ VINCENT SHUNSKY
    ---------------------------                  -----------------------------
    Vincent Shunsky                              Vincent Shunsky
    Its: Treasurer                               Its: Treasurer



Atmosphere Annealing, Inc.


By  \S\ VINCENT SHUNSKY
    --------------------------
    Vincent Shunsky
    Its: Treasurer


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