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                              ACTUANT CORPORATION
                         EXECUTIVE STOCK PURCHASE PLAN


1.   Purpose.  The Actuant Corporation Executive Stock Purchase Plan ("Plan") is
     adopted to facilitate the purchase, by executive officers of Actuant
     Corporation and its subsidiaries (collectively, the "Company"), of Actuant
     Corporation common stock ("Common Stock"). The purchases facilitated by the
     Plan are intended to achieve the following specific purposes:

          a)   more closely align executives' financial rewards with the
               financial rewards realized by Company shareholders;

          b)   increase executives' motivation to manage the Company as owners;
               and

          c)   increase the ownership of Common Stock among executives of the
               Company.

2.   Administration.  The Plan shall be administered by the Compensation
     Committee of the Company's Board of Directors, or such other committee the
     Board may from time to time determine (the "Committee"). The Committee is
     empowered to adopt such rules, regulations and procedures and take such
     other action as it shall deem necessary or proper for the administration of
     the Plan. The Committee shall also have authority to interpret the Plan,
     and the decision of the Committee on any questions concerning the
     interpretation of the Plan shall be final and conclusive.

3.   Eligibility.  The Compensation Committee of the Company's Board of
     Directors shall select the employees who are eligible to participate in the
     Plan ("Eligible Employee"). The Committee shall also designate the maximum
     amount of that can be borrowed by an Eligible Employee to acquire Common
     Stock and the period during which the Common Stock may be acquired. An
     individual shall cease to be an Eligible Employee upon termination of
     employment with the Company and its subsidiaries and shall have no further
     right to acquire Common Stock under the Plan.

4.   Participation.  To become a Plan participant ("Participant"), an Eligible
     Employee must satisfy the following requirements:

          a)   complete, sign, and submit all necessary agreements and other
               documents relating to the loan described in Section 5 below,
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          b)   satisfy all other conditions of participation required by the
               Committee or specified in the Plan. The agreements and other
               documents specified in subsections 4(a) and (b) must be in such
               forms and must be submitted at such times and to such Company
               offices as specified by the Committee or its designee(s). No
               Eligible Employee is required to participate in the Plan.

5.   Loan for Purchased Shares.  Each Participant must obtain a loan through
     First Union National Bank or such other financial institution designated by
     the Company (the "Bank") to fund the purchase of the Purchased Shares. Each
     Participant must sign a letter of direction which directs all loan proceeds
     to be used in payment of the Purchased Shares. Each Participant is
     responsible for satisfying all of the lending requirements specified by the
     Bank to qualify for the loan. Each Participant is fully obligated to repay
     to the Bank all principal, interest, and any prepayment fees on the loan
     when due and payable; provided that while a Participant is employed by the
     Company, the Company shall be responsible for interest expense in excess of
     4% per year. Any payments of interest by the Company shall be taxable
     income to the Participant. If a Participant sells Purchased Shares, the
     Participant must apply the proceeds from the sale to reduce any loan that
     was incurred to acquire the Purchased Shares.

6.   Registration of Shares.  The Purchased Shares shall be held in an account
     established by the Participant with First Union Securities, Inc.

7.   Shareholder Rights.  Each Participant will have all of the rights of a
     shareholder with respect to the Purchased Shares, including the right to
     vote the shares and the right to receive all dividends paid on the shares.

8.   Risk Sharing.  The Participant shall be responsible for 50% of any loss
     incurred by a Participant on Purchased Shares sold after July 31, 2004 so
     long as the Participant remains employed by the Company until July 31,
     2004. If the Participant terminates employment before July 31, 2004 or
     sells Purchased Shares prior to July 31, 2004, the Participant shall be
     responsible for 100% of any loss. A Participant shall always be entitled to
     receive 100% of the gain on any sale of Purchased Shares. The gain or loss
     on any sale of Purchased Shares shall be based upon the difference between
     the proceeds from the sale of the Purchased Shares and the average basis of
     the Purchased Shares then held by the Participant. The Company's agreement
     to make any payment in respect of losses under this Section 8 will apply
     only if the proceeds from the sale are applied to repayment of the loan.

9.   Death or Disability.  If a Participant's employment with the Company
     terminates, at any time while his or her loan under Section 5 is
     outstanding, because of the Participant's death or disability, the
     Participant (or the Participant's representative in the case of death)
     remains free to sell all or any portion of the Purchased Shares. Upon the
     death of a

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     Participant, his or her loan may become immediately due and payable, at the
     discretion of the Bank. With respect to the Purchased Shares sold after the
     Participant's employment termination due to death or disability, and while
     his or her loan under Section 5 is outstanding, the Participant (or the
     Participant's estate in the case of death) is responsible for 50% of any
     loss on the sale of the Purchased Shares but is entitled to receive 100% of
     the gain on the sale of the Purchased Shares. This Section 9 has no effect
     on a deceased or disabled Participant's sale of Purchased Shares before the
     Participant's employment termination due to death or disability or after
     the Participant's loan under Section 5 has been repaid.

10.  Risk Sharing Implementation.  If a Participant sells any portion of the
     Purchased Shares at a loss (as determined by the provisions of Section 8)
     while his or her loan under Section 5 is outstanding, and if the
     Participant is responsible for less than 100% of that loss under the
     provisions of the Plan, the Company will assume the portion of the loss for
     which the Participant is not responsible. The Company will assume its
     portion of the loss by delivering cash equal to such portion ("Risk Sharing
     Payment") directly to the Bank for repayment of the Participant's loan
     under Section 5. The Company anticipates that the Risk Sharing Payment will
     constitute compensation to the Participant, subject to applicable tax
     withholding and reporting. The Company also intends to take a tax deduction
     for the Risk Sharing Payment as compensation in the year in which it is
     paid. If the Company determines that it is not entitled to a current tax
     deduction for the Risk Sharing Payment with respect to any Participant, the
     Committee has the discretion to implement a deferred compensation agreement
     to the extent necessary or desirable to secure the Company's related tax
     deduction.

11.  Loan Guarantee.  The Company will guarantee repayment to the Bank of 100%
     of all principal, interest, prepayment fees and other obligations of each
     Participant under such Participant's loan described in Section 5. The
     Company loan guarantee is a condition to the loan arrangement the Company
     has made with the Bank. The terms and conditions of the guarantee are as
     agreed by the Company and the Bank. Each Participant is fully obligated to
     repay to the Bank all principal, interest, and other amounts on the loan
     when due and payable. The Company may take all action relating to the
     Participant and his or her assets, which the Company deems reasonable and
     necessary, to obtain full reimbursement for amounts the Company pays to the
     Bank under its guarantee related to the Participant's loan, in excess of
     the Risk Sharing Payment it is obligated to make under Section 10.

12.  Banking Laws.  The United States laws governing banks do not allow the
     Company or the Bank to require that possession of the Purchased Shares be
     maintained by the Company or the Bank. Also, those laws currently do not
     allow the Company or the Bank to restrict the timing or the method of sale
     of the Purchased Shares. Because the Company will guarantee repayment to
     the Bank of 100% of all principal, interest, prepayment fees and other
     obligations of each Participant under such Participant's loan

                                      -3-
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     described in Section 5, the Company has a legitimate interest in
     maintaining possession of the Purchased Shares and restricting their sale
     until all Participant obligations under the loan are satisfied. If the
     applicable laws change to allow the Company to require its possession of
     the Purchased Shares or to restrict the sale of the Purchased Shares, each
     Participant with an outstanding loan under Section 5 agrees to surrender
     possession of such of the Purchased Shares as he or she shall then own to
     the Company and to allow the Company to restrict the timing and the method
     of sale of the Purchased Shares. Such surrender must occur within 14
     calendar days after the Participant receives written notice to do so by the
     Company. Surrender of possession of the Purchased Shares, as described in
     this Section 12, will not change the Participant's obligations in the Plan
     or the loan documents.

13.  Amendment.  The Committee may amend the Plan at any time.

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NAME OF SUBSIDIARY:                                           STATE/COUNTRY OF
                                                              INCORPORATION:

DCW Holding, Inc.                                             Oklahoma

     Del City Wire Co., Inc.                                  Oklahoma

     American Terminal Co. (Inactive)                         Oklahoma

Gardner Bender, Inc.                                          Wisconsin

     Ancor Products, Inc.                                     California

     New England Controls, Inc.                               Connecticut

     Calterm Taiwan, Inc.                                     Nevada

     Grupo Industrial Baja Tec S.A. de C.V.                   Mexico

     AIC (Hong Kong) Ltd.

Applied Power Investments II, Inc.                            Nevada

Columbus Manufacturing, LLC                                   Wisconsin

Versa Technologies, Inc.                                      Delaware

     Milwaukee Cylinder Company, Inc. (Inactive)              Wisconsin

     Versa Medical Technologies, Inc. (Inactive)              Wisconsin

     Mox-Med Inc.                                             Wisconsin

     APW Investments, Inc.                                    Nevada

Nielsen Hardware Corporation                                  Connecticut
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Applied Power International Ltd.                              Nevada

     Applied Power Asia Pte. Ltd.                             Singapore

          Enerpac Asia Pte. Ltd.                              Singapore

          Enerpac Hydraulic Technology (India) Pvt. Ltd.      India

Bangor Products Corp. (Inactive)

Baraboo Equipment Corporation (Inactive)                      Wisconsin

Enerpac Corp. (Inactive)                                      Wisconsin

Applied Power Japan Ltd.                                      Japan

Applied Power International S.A.                              Switzerland

     Enerpac B.V.                                             Netherlands

     Applied Power International S.A.                         Spain

     Pertesco Ltd. (Inactive)                                 UK

          DYNEX (Inactive)                                    UK

Applied Power Italiana S.p.A.                                 Italy

Applied Power Export Corp.                                    Virgin Islands

Power Packer Espana S.A.                                      Spain

Applied Power (Mexico) S. de R.L. de C.V.                     Mexico

Applied Power Europe S.A.                                     France

     Enerpac S.A.                                             France
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     Power Packer France S.A.                       France

     Applied Power International S.A.               France

Actuant European S.a.r.L.                           Luxembourg

Applied Power Europa B.V.                           Netherlands

     Ergun Kriko San, A.A.                          Turkey

     Power Packer Europa B.V.                       Netherlands

     Apitech Europa B.V.                            Netherlands

     Power Packer do Brazil Limitada                Brazil

     Enerpac Limited                                UK

Applied Power Australia Limited                     Australia

Actuant International Corporation                   Cayman Islands

Applied Power Korea Ltd.                            South Korea

Applied Power Hytec Sdn. Bhd.                       Malaysia

Shanghai Blackhawk Machinery Co. Ltd.               China

Applied Power China Ltd.                            Free Trade Zone

Applied Power Canada Ltd.                           Canada (Ontario)

     Enerpac Canada Ltd.                            Canada (New Brunswick)

     Enerpac Canada L.P.                            Canadian Limited Partnership

     AP International Corp.                         Barbados
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Applied Power do Brasil Equipamentos Ltda.                    Brazil

Applied Power Holding GmbH                                    Germany

     Applied Power Distribution GmbH                          Germany

     Applied Power GmbH                                       Germany

          Barry Controls GmbH (Inactive)                      Germany

          Applied Power Moscow