EXHIBIT 10.3


                               AG CAPITAL COMPANY
                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT made and entered into as of December 15, 2000
(the "Effective Date"), by and between RDO MATERIAL HANDLING CO., a Minnesota
corporation (the "Borrower"), whose address is 2829 S. University Dr., Fargo,
North Dakota 58103, and AG CAPITAL COMPANY, a Delaware corporation (the
"Lender"), whose address is 1500 Radisson Tower, 201 North 5th Street, Fargo,
North Dakota 58102.

                                    RECITALS

         1. The Borrower wishes to borrow funds from the Lender and the Lender
wishes to make loans and advances to the Borrower; and

         2. The Borrower and the Lender mutually desire to set forth the terms
under which the Lender will extend credit to the Borrower and make such loans
and advances.

         NOW, THEREFORE, for and in consideration of the loans and advances to
be made by the Lender to the Borrower hereunder, the mutual covenants, promises
and agreements contained herein, and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the Borrower and the
Lender agree as follows:

         The following terms when used in this Credit Agreement shall, except
where the context otherwise requires, have the following meanings both in the
singular and plural forms thereof:

                                 1. DEFINITIONS

         "Acceptable Accounts Receivable" means any receivable owned by the
Borrower, less than 90 days old, which is in form and subject to documentation
acceptable to Lender.

         "Advance" means any advance by the Lender made under either of the
Seasonal Loan Commitments.

         "Affiliate" means any corporation, association, partnership, joint
venture or other business entity directly or indirectly controlling or
controlled by, or under direct or indirect common control of, the Borrower or
any of its Subsidiaries.

         "Assignee" has the meaning set forth in Section 9.14.

         "Borrower" means RDO Material Handling Co., a Minnesota corporation.

         "Borrowing Base Certificate" means the certificate in the form attached
hereto which sets forth the Borrowing Base as of the date indicated thereon.

         "Borrowing Base" means, at any time, the lesser of (a) $4,000,000 or
(b) the sum of (i) eighty five percent (85%) of Acceptable Accounts Receivable;
(ii) ninety percent (90%) of new wholegoods inventory, net of unpaid accounts
payable on such inventories; (iii) sixty five percent (65%) of used wholegoods
and parts inventory, net of unpaid accounts payable on such inventories, all as
determined in accordance with GAAP.

         "Business Day" means any day on which the Lender is open for the
transaction of business of the kind contemplated by this Credit Agreement.


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         "Change of Control" means the occurrence of any of the following
circumstances:

         (a)      any person or two or more persons acting in concert acquire
                  beneficial ownership (within the meaning of Rule 13d-3 of the
                  SEC under the Securities Exchange Act of 1934), directly or
                  indirectly, of securities of the Borrower (or other securities
                  convertible into such securities) representing 25% or more of
                  the combined voting power of all securities of the Borrower
                  entitled to vote in the election of directors; or

         (b)      during any period, whether commencing before or after the date
                  hereof, the membership of the Board of Directors of the
                  Borrower changes for any reason (other than by reason of
                  death, disability, or scheduled retirement) so that the
                  majority of the Board of Directors is made up of persons who
                  were not directors at the beginning of such period.

         "Collateral" means all of the assets of the Borrower or any other party
in which the Lender holds a security interest pursuant to any of the Loan
Documents.

         "Credit Agreement" means this Credit Agreement, as originally executed
and as may be amended, modified, supplemented, or restated from time to time by
written agreement between the Borrower and the Lender.

         "Current Assets" means, at any date, the aggregate amount of all assets
of the Borrower that are classified as current assets, on a consolidated basis,
in accordance with GAAP.

         "Current Liabilities" means, at any time, the aggregate amount of all
liabilities of the Borrower that are classified as current liabilities, on a
consolidated basis, in accordance with GAAP (including taxes and other proper
accruals and the matured portion of any indebtedness).

         "Debt" means (i) all items of indebtedness or liability that, in
accordance with GAAP, would be included in determining total liabilities as
shown on the liabilities side of a balance sheet as at the date of which Debt is
to be determined; (ii) indebtedness secured by any mortgage, pledge, lien or
security interest existing on property owned by the Person whose Debt is being
determined, whether or not the indebtedness secured thereby shall have been
assumed; (iii) all obligations, contingent or otherwise, relative to the face
amount of all letters of credit, whether or not drawn, and banker's acceptances
issued for the account of such Person, and (iv) guaranties, endorsements (other
than for purposes of collection in the ordinary course of business) and other
contingent obligations in respect of, or to purchase or otherwise acquire
indebtedness of others.

         "Default" means any event which if continued uncured would, with notice
or lapse of time or both, constitute an Event of Default.

         "Environmental Law" has the meaning set forth in Section 5.17

         "Equity Ratio" means the ratio of the total equity (including minority
interests and subordinate debt including notes payable to parent) of the
Borrower to the total assets of the Borrower, as determined on a combined basis,
in accordance with GAAP.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended and as may be further amended from time to time, and the rules and
regulations promulgated thereunder by any governmental agency or authority, as
from time to time in effect.

         "Event of Default" means any event of default described in Section 8
hereof.


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<PAGE>


         "GAAP" means the generally accepted accounting principles in the United
States in effect from time to time including, but not limited to, Financial
Accounting Standards Board (FASB) Standards and Interpretations, Accounting
Principles Board (APB) Opinions and Interpretations, Committee on Accounting
Procedure (CAP) Accounting Research Bulletins, and certain other accounting
principles which have substantial authoritative support.

         "Hazardous Substance" has the meaning set forth in Section 5.17 hereof.

         "Lender" means Ag Capital Company, a Delaware corporation, its
successors and assigns.

         "LIBOR" for any business day during any calendar month means the quoted
rate of interest per annum determined by the British Banker's Association as the
average of interbank offered rates for dollar deposits in the London market
based on quotations at sixteen (16) major banks (rounded upward, if necessary,
to the nearest 1/100th of 1%).

         "Lien" means any lien, security interest, pledge, mortgage, statutory
or tax lien, or other encumbrance of any kind whatsoever (including without
limitation, the lien or retained security title of a conditional vendor),
whether arising under a security instrument or as a matter of law, judicial
process or otherwise or by an agreement of the Borrower to grant any lien or
security interest or to pledge, mortgage or otherwise encumber any of its
assets.

         "Loan" means the Seasonal Loan.

         "Loan Documents" means this Credit Agreement, the Seasonal Note, the
Security Agreement, and such other documents as the Lender may reasonably
require as security for, or otherwise executed in connection with, any loan
hereunder, all as originally executed and as may be amended, modified or
supplemented from time to time by written agreement between the parties thereto.

         "Material Adverse Occurrence" means any occurrence which materially
adversely affects the present or prospective financial condition or operations
of the Borrower, or which impairs, or may impair, in the Lender's reasonable
judgment, the ability of the Borrower to perform its obligations under the Loan
Documents.

         "Maturity" of the subject Notes means the earlier of (a) the date on
which the subject Notes becomes due and payable upon the occurrence of an Event
of Default; or (b) (i) December 1, 2001.

         "Person" means any natural person, corporation, firm, association,
government, governmental agency or any other entity, whether acting in an
individual fiduciary or other capacity.

         "Premises" has the meaning set forth in Section 5.17 hereof.

         "Reference Rate" means for any day the rate of interest indicated as
the "prime rate" in the "Money Rates" section of the Wall Street Journal, for
such day (or if no such rate is published for such day for the earliest
preceding day for which such rate is published). If such rate ceases to be
published, the "Reference Rate" shall mean a comparable rate determined by the
Lender as indicated in a written notice to the Borrower."

         "Regulatory Change" means any change after the date hereof in any (or
the adoption after the date hereof of any new) (a) Federal or state law or
foreign law applying to the Lender (or its successors or assigns); or (b)
regulation, interpretation, directive or request (whether or not having the
force of law) applying or in the reasonable opinion of the Lender (or its
successors or assigns) applicable to, the Lender (or its successors or assigns)
of any court or governmental authority charged with the


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<PAGE>


interpretation or administration of any law referred to in clause (a) of this
definition or of any fiscal, monetary, or other authority having jurisdiction
over the Lender (or its successors or assigns).

         "Seasonal Commitment" means the Lender's obligation to extend Advances
to the Borrower under Section 2, as the context may require.

         "Seasonal Loan" means, at any date, the aggregate amount of all
Advances made by the Lender to the Borrower pursuant to Section 2 hereof.

         "Seasonal Note" means the note No. 35070, dated December 15, 2000, in
the original principal amount of Four Million Dollars ($4,000,000.00) made by
the Borrower payable to the order of the Lender, together with all extensions,
renewals, modifications, substitutions and changes in form thereof effected by
written agreement between the Borrower and the Lender.

         "Security Agreement" means the Security Agreements, dated September 1,
1998, executed by the Borrower in favor of the Lender, and such other previously
executed security agreements, as originally executed and as may be amended,
modified or supplemented from time to time by written agreement between the
Borrower and the Lender.

         "Subject Note(s)" means the Seasonal Note.

         "Subsidiary" means any corporation of which more than fifty percent
(50%) of the outstanding capital stock having ordinary voting power to elect a
majority of the board of directors of such corporation (irrespective of whether,
at the time, stock of any other class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time, directly or indirectly, owned by the Borrower and/or one or more
Subsidiary or Affiliate.

         "Termination Date" means the earlier of (a) December 1. 2001; or (b)
the date upon which the obligation of the Lender to make Advances is terminated
pursuant to Section 2.7 and Section 3.7.

                              2. THE SEASONAL LOAN

         2.1. Commitment for Seasonal Loan. Subject to the Conditions of Lending
         set forth in Section 4 hereof, the Lender agrees to make Advances to
         the Borrower from time to time from the date of this Credit Agreement
         through the Termination Date, provided, however, that the Lender shall
         not be obligated to make any Advance, if after giving effect to such
         Advance, the aggregate outstanding principal amount of all Advances
         would exceed Four Million Dollars ($4,000,000.00).

         2.2. The Seasonal Note. All Advances shall be evidenced by, and the
         Borrower shall repay such Advances to the Lender in accordance with,
         the terms of the Seasonal Note; including without limitation the
         provision of the Seasonal Note that the principal amount payable
         thereunder at any time shall not exceed the then unpaid principal
         amount of all Advances made by the Lender.

         2.3. Records of Advances and Payments. The aggregate amount of all
         unpaid Advances set forth on the records of the Lender shall be
         rebuttable presumptive evidence of the principal amount owing and
         unpaid on the Seasonal Note.

         2.4. Payments and Interest on the Seasonal Note.

         (a)      Except to the extent any part thereof is a Fixed Rate Amount,
                  the Borrower agrees to pay interest on the outstanding
                  principal amount of the Seasonal Note I from the date hereof


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                  until paid in full at a per annum rate equal to one-month
                  LIBOR plus 450 basis points, determined two (2) business days
                  prior to the first business day of any calendar week and fixed
                  until the first business day of the following calendar week.

         (b)      After the date hereof, interest accrued on the Seasonal Note
                  through Maturity shall be payable for each calendar month on
                  the first (1st) day of the following calendar month,
                  commencing January 1, 2001, and at Maturity, when the entire
                  outstanding principal amount shall be due and payable.
                  Interest accrued after Maturity shall be payable upon demand.

         2.5. Manner of Borrowing. The Borrower shall give the Lender written or
         telephonic notice of each requested Advance by not later than 1:00 p.m.
         (Minneapolis time) on the date such Advance is to be made. Each Advance
         shall be deposited to an account designated by the Borrower or as
         otherwise indicated in the corresponding request by the Borrower.

                  Any request for an Advance under the Seasonal Loan shall be
         deemed a representation by the Borrower that the amount of the
         requested Advance, when added to the Seasonal Loan outstanding amount,
         would not exceed the Borrowing Base. If the Seasonal Loan outstanding
         amount shall at any time exceed the Borrowing Base, the Borrower shall
         immediately repay Advances in the amount equal to such excess, without
         notice or demand by the Lender.

         2.6. Payments. Any other provision of this Credit Agreement to the
         contrary notwithstanding, the Borrower shall make all payments of
         interest on and principal of the Seasonal Note to the Lender at its
         office shown on the first page hereof (or to such other locations as
         may from time to time be specified by the Lender).

         2.7. Termination. The obligation of the Lender to make Advances shall
         terminate:

         (a)      Upon receipt by the Lender of three (3) days' written notice
                  of termination from the Borrower given at any time when no
                  amount is outstanding under the Seasonal Note; or

         (b)      Immediately and without further action upon the occurrence of
                  an Event of Default of the nature referred to in Subsection
                  8.1(d); or

         (c)      Immediately when any Event of Default (other than one of the
                  nature specified in Subsection 8.1(d)) shall have occurred and
                  be continuing and either (i) the Lender shall have demanded
                  payment of the Seasonal Note or (ii) the Lender shall elect to
                  terminate such obligation by giving notice to Borrower.



                              3. GENERAL PROVISIONS

         3.1. Computation of Interest.

         (a)      All computations of interest on the outstanding principal
                  amount of the Subject Note shall be computed on the basis of a
                  year comprised of 360 days to the extent such interest is
                  computed based on LIBOR and 360 days to the extent such
                  interest is computed based on the Reference Rate. Each change
                  in the interest rate payable on the Seasonal Note due to a
                  change in the Reference Rate shall take place simultaneously
                  with the corresponding change in the Reference Rate. Whenever
                  any payment to be made by or to the Lender or other holder(s)
                  of the Seasonal Note shall otherwise be due on a day which is
                  not a Business Day, such payment shall be made on the next
                  succeeding Business Day, and such


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<PAGE>


                  extension of time shall be included in computing the fees or
                  interest payable on such next succeeding Business Day.

         (b)      No provision of this Credit Agreement or the Subject Note
                  shall require the payment or permit the collection of interest
                  in excess of the rate permitted by applicable law.

         3.2. Default Rate; Late Payment. Notwithstanding anything to the
         contrary herein, upon the occurrence and during the continuation of an
         Event of Default, the Borrower shall pay interest on the outstanding
         principal amount of the Subject Notes at a rate per annum equal to the
         greater of (i) two percent (2%) in excess of the rate applicable to the
         unpaid principal amount of the Subject Note immediately before the
         occurrence of such Event of Default or (ii) two percent (2%) in excess
         of the Reference Rate in effect from time to time. In addition, the
         Borrower shall be obligated to pay $25.00 with respect to any
         installment on the Subject Note paid after the date it is due, to
         compensate Lender for the administrative expenses associated with such
         past-due payments, subject to the maximum allowable late payment under
         North Dakota law.

         3.3. Security. The indebtedness, liabilities and other obligations of
         the Borrower to the Lender under the Subject Note and this Credit
         Agreement are secured by, inter alia, security interests granted
         pursuant to all security interests, liens and mortgages heretofore or
         hereafter granted by the Borrower to the Lender as security for the
         obligations to the Lender.

         3.4. Manner of Payments. Any other provision of this Credit Agreement
         to the contrary notwithstanding, the Borrower shall make all payments
         of interest on and principal of the Subject Note to the Lender at its
         office shown on the first page hereof.

         3.5. Increased Costs. If any Regulatory Change or other change in any
         existing law, rule or regulation or in the interpretation or
         administration thereof by any governmental authority, central bank or
         comparable agency shall subject the Lender or one or more of its
         sources of financing to increased costs, the Borrower shall pay to the
         Lender within fifteen (15) days of demand therefor, Borrower's pro rata
         share (based on the amount of all loans outstanding from the Lender) of
         any such amount required to compensate the Lender or such other Persons
         for such costs.

         3.6. Collateral Allocation. To the extent the Lender receives proceeds
         of any Collateral after the exercise of remedies provided for in
         Section 8.2: (a) proceeds of Collateral which is includible in the
         Borrowing Base certificate shall be applied first to any obligations of
         the Borrower relating to or arising under the Seasonal Note and Loan,
         and then to all the other obligations to the Lender under the Loan
         Documents; (b) proceeds of all other Collateral, if any, shall be
         applied to all obligations to the Lender under the Loan Documents, pro
         rata in accordance with the respective principal amounts thereof.

         3.7. Loan Agreement Reference. Any reference in the Subject Note to any
         Loan Agreement or Credit Agreement shall be deemed to be a reference to
         this Credit Agreement, as it may from time to time be amended, modified
         or restated. Any conflict between the terms of the Subject Note, and
         the terms of this Credit Agreement shall be resolved in favor of the
         terms of this Credit Agreement.


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                            4. CONDITIONS OF LENDING

         4.1. Conditions Precedent. This Credit Agreement and the Lender's
         obligations hereunder are subject to receipt, on or prior to the date
         hereof, by the Lender of the following, each to be in form and
         substance satisfactory to the Lender, unless the Lender waives receipt
         of any of the following in writing:

         (a)      This Credit Agreement and the Subject Notes each appropriately
                  completed and duly executed by the Borrower;

         (b)      The Security Agreement and corresponding financing
                  statement(s) appropriately completed and duly executed by the
                  Borrower;

         (c)      A current UCC financing statement search, federal and state
                  tax lien search, judgment and bankruptcy search, reflecting
                  results satisfactory to the Lender, on the Borrower from the
                  appropriate filing offices as required by the Lender;

         (d)      A Certificate of Good Standing for the Borrower issued by the
                  Secretary of State in all states where the Borrower is
                  qualified to do business;

         (e)      A copy of the Borrower's Bylaws, together with all amendments,
                  certified by the Secretary of the Borrower to be a true and
                  correct copy thereof;

         (f)      A copy of the Articles of Incorporation of the Borrower,
                  together with all amendments, certified by the Secretary of
                  State of the state of the Borrower's incorporation to be a
                  true and correct copy thereof;

         (g)      A certified copy of the resolutions of the Board of Directors
                  of the Borrower authorizing or ratifying the transactions
                  contemplated hereby, and the execution, delivery and
                  performance of the Loan Documents, and designating the
                  officers authorized to execute the Loan Documents to which the
                  Borrower is a party and to perform the obligations of the
                  Borrower thereunder;

         (h)      A certificate of the Secretary of the Borrower certifying the
                  names of the officers authorized to execute the Loan
                  Documents, together with a sample of the true signature of
                  each such officer;

         (i)      A favorable opinion of counsel for the Borrower, satisfactory
                  to the Lender, as to the matters set forth in Subsections 5.1,
                  5.2, 5.3, 5.5, 5.7 and 5.9, and other matters as requested by
                  the Lender, satisfactory to the Lender and its counsel;

         (j)      Policies or certificates of insurance evidencing insurance
                  coverage required under this Credit Agreement and any other of
                  the Loan Documents;

         (k)      A completed Borrowing Base certificate dated as of the last
                  day of the month most recently ended prior to the date hereof.

         (l)      Such other documents, information and actions as the Lender
                  may reasonably request.

         4.2. Conditions Precedent to all Loans and Advances. The obligation of
         the Lender to make any Advance hereunder, including the initial
         Advance, is subject to the satisfaction of each of the following,
         unless waived in writing by the Lender:


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         (a)      The representations and warranties set forth in Section 5 are
                  true and correct in all material respects on the date hereof
                  and on the date of any Advance (as if made on the date of such
                  Advance, except to the extent that such representations and
                  warranties expressly relate solely to an earlier date).

         (b)      No Default or Event of Default shall have occurred and be
                  continuing.

         (c)      No litigation, arbitration or governmental investigation or
                  proceeding shall be pending, or, to the knowledge of the
                  Borrower, threatened, against the Borrower or affecting the
                  business or operations of the Borrower which was not
                  previously disclosed to the Lender and which, if determined
                  adversely to the Borrower, would have a material adverse
                  effect on the operation or financial condition of the
                  Borrower.

         (d)      No Default or Event of Default shall result from the making of
                  any Advance.

         (e)      No Material Adverse Occurrence shall have occurred and be
                  continuing.

         (f)      Each request for an Advance and each acceptance of the
                  proceeds of such request by the Borrower shall constitute a
                  representation and warranty by the Borrower that on the date
                  of acceptance of such proceeds (both immediately before and
                  after giving effect to such acceptance) the statements made in
                  Section 5 are true and correct with the same effect as if then
                  made, except to the extent such statements expressly relate
                  solely to an earlier date.

                       5. REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Lender as follows:

         5.1. Organization, etc. The Borrower is a corporation validly organized
         and existing and in good standing under the laws of the State of
         Minnesota, has full power and authority to own its property and conduct
         its business substantially as presently conducted by it and is duly
         qualified and licensed to do business and is in good standing as a
         foreign corporation in each other jurisdiction where the nature of its
         business makes such qualification or licensing necessary. The Borrower
         has full power and authority to enter into and perform its obligations
         under the Loan Documents and to obtain the Loans and Advances
         hereunder.

         5.2. Due Authorization. The execution, delivery and performance by the
         Borrower of the Loan Documents have been duly authorized by all
         necessary corporate action, do not require any approval or consent of,
         or any registration, qualification or filing with, any governmental
         agency or authority or any approval or consent of any other Person
         (including, without limitation, any stockholder, do not and will not
         conflict with, result in any violation of or constitute any default
         under, any provision of the Borrower's Articles of Incorporation or
         Bylaws, any agreement binding on or applicable to the Borrower or any
         of its property, or any law or governmental regulation or court decree
         or order, binding upon or applicable to the Borrower or of any of its
         property and will not result in the creation or imposition of any Lien
         on any of its property pursuant to the provisions of any agreement
         binding on or applicable to the Borrower or any of its property except
         pursuant to the Loan Documents.

         5.3. Validity of the Loan Documents. The Loan Documents to which the
         Borrower is a party are the legal, valid and binding obligations of the
         Borrower and are enforceable in accordance with their terms, subject
         only to bankruptcy, insolvency, reorganization, moratorium or similar
         laws, rulings or decisions at the time in effect affecting the
         enforceability of rights of creditors generally and to general
         equitable principles which may limit the right to obtain equitable
         remedies.


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<PAGE>


         5.4. Financial Information. The financial statements of the Borrower
         furnished to the Lender have been and will be prepared in accordance
         with GAAP consistently applied by the Borrower and present fairly the
         financial condition of the Borrower as of the dates thereof and for the
         periods covered thereby. The Borrower is not aware of any contingent
         liabilities or obligations which would, upon becoming non-contingent
         liabilities or obligations, be a Material Adverse Occurrence. Since the
         date of the most recent such statements, neither the condition
         (financial or otherwise), the business nor the properties of the
         Borrower have been materially and adversely affected in any way.

         5.5. Litigation, Other Proceedings. Except as previously disclosed to
         and approved of in writing by the Lender, there is no action, suit or
         proceeding at law or equity, or before or by any governmental
         department, commission, board, bureau, agency or instrumentality,
         domestic or foreign, pending or, to the knowledge of the Borrower,
         threatened, against the Borrower or any of its property, which is
         reasonably likely to result in a Material Adverse Occurrence; and the
         Borrower is not in default with respect to any final judgment, writ,
         injunction, decree, rule or regulation of any court or governmental
         department, commission, board, bureau, agency or instrumentality,
         domestic or foreign, where such default would be a Material Adverse
         Occurrence.

         5.6. Title to Assets. Except for Liens permitted by Section 7.2, the
         Borrower has good and marketable title to all of its assets, real and
         personal.

         5.7. Lien Priority. The Liens created by the Security Agreement are
         attached and first, perfected Liens on the Collateral.

         5.8. Guarantees and Indebtedness. Except as disclosed on financial
         statements of the Borrower furnished to the Lender, the Borrower is not
         a party to any material contract of guaranty or suretyship and none of
         its assets is subject to any contract of that nature and the Borrower
         is not indebted to any other party, except the Lender.

         5.9. Margin Stock. No part of any Loan or Advance hereunder shall be
         used at any time by the Borrower to purchase or carry margin stock
         (within the meaning of Regulation G, T, U or X promulgated by the Board
         of Governors of the Federal Reserve System) or to extend credit to
         others for the purpose of purchasing or carrying any margin stock. The
         Borrower is not engaged principally, or as one of its important
         activities, in the business of extending credit for the purposes of
         purchasing or carrying any such margin stock. No part of the proceeds
         of any Loan or Advance hereunder will be used by the Borrower for any
         purpose which violates, or which is inconsistent with, any regulations
         promulgated by the Board of Governors of the Federal Reserve System.

         5.10. Taxes. The Borrower has filed all federal, state and other income
         tax returns which are required to be filed through the date of this
         Credit Agreement and has paid all taxes as shown on said returns, and
         all taxes due or payable without returns and all assessments received
         to the extent such taxes and assessments have become due. All tax
         liabilities of the Borrower are adequately provided for on its books,
         including interest and penalties. No income tax liability of a material
         nature has been asserted by taxing authorities for taxes in excess of
         those already paid. The Borrower has made all required withholding
         deposits.

         5.11. Accuracy of Information. All factual information furnished by or
         on behalf of the Borrower to the Lender for purposes of or in
         connection with this Credit Agreement or any transaction contemplated
         by this Credit Agreement is, and all other such factual information
         furnished by or on behalf of the Borrower to the Lender in the future,
         will be true and accurate in


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<PAGE>


         every material respect on the date as of which such information is
         dated or certified. No such information contains any material
         misstatement of fact or omits any material fact or any fact necessary
         to prevent such information from being misleading.

         5.12. Material Agreements. The Borrower is not a party to any agreement
         or instrument or subject to any restriction that materially and
         adversely affects its business, property or assets, operations or
         condition (financial or otherwise).

         5.13. Defaults. The Borrower is not in default in the performance,
         observance or fulfillment of any of the obligations, covenants or
         conditions contained in any: (a) agreement to which such entity is a
         party, which default might have a material adverse effect on the
         business, properties or assets, operations, or condition (financial or
         otherwise) of the Borrower; or (b) instrument evidencing any
         indebtedness or under any agreement relating to such indebtedness.

         5.14. ERISA. (a) No Reportable Event has occurred and is continuing
         with respect to any Plan; (b) the Pension Benefit Guaranty Corporation
         or any successor entity has not instituted proceedings to terminate any
         Plan; and (c) each Plan of the Borrower has been maintained and funded
         in all material respects in accordance with its terms and with ERISA.
         All undefined capitalized terms used in this Section shall have the
         meanings ascribed to them in ERISA.

         5.15. Financial Status. The Borrower is not insolvent (as such term is
         defined in Section 101(32) of the United States Bankruptcy Code of
         1978, as amended or Minnesota Statutes Section 513.42, as amended) and
         will not be rendered insolvent (as such term is defined in Section
         101(32) of the United States Bankruptcy Code of 1978, as amended or
         Minnesota Statutes Section 513.42, as amended) by execution of this
         Credit Agreement or any other of the Loan Documents, or consummation of
         the transactions contemplated thereby.

         5.16. Survival of Representations. All representations and warranties
         contained in this Section 5 shall survive the delivery of the Seasonal
         Note and the making of the Loans and Advances evidenced thereby and any
         investigation at any time made by or on behalf of Lender shall not
         diminish its rights to rely thereon.

         5.17. Environmental Matters.

         (a)      Definitions. As used in this Credit Agreement, the following
                  terms shall have the following meanings:

                  (i)      "Environmental Law" means any federal, state, local
                           or other governmental statute, regulation, law or
                           ordinance dealing with the protection of human health
                           and the environment.

                  (ii)     "Hazardous Substances" means pollutants,
                           contaminants, hazardous substances, hazardous wastes,
                           petroleum and fractions thereof, and all other
                           chemicals, wastes, substances and materials listed
                           in, regulated by or identified in any Environmental
                           Law.

                  (iii)    "Premises" means all premises where the Borrower
                           conducts its business and has any rights of
                           possession.

         (b)      To the Borrower's best knowledge, there are not present in, on
                  or under the Premises any Hazardous Substances in such form or
                  quantity as to create any liability or obligation for either
                  the Borrower or the Lender under common law of any
                  jurisdiction or under any Environmental Law, and no Hazardous
                  Substances have ever been stored, buried, spilled,


                                       10
<PAGE>


                  leaked, discharged, emitted or released in, on or under the
                  Premises in such a way as to create any such liability.

         (c)      There are not and there never have been any requests, claims,
                  notices, investigations, demands, administrative proceedings,
                  hearings or litigation, relating in any way to the Premises or
                  the Borrower, alleging liability under, violation of, or
                  noncompliance with any Environmental Law or any license,
                  permit or other authorization issued pursuant thereto. To the
                  Borrower's best knowledge, no such matter is threatened or
                  impending.

         (d)      To the Borrower's best knowledge, the Premises are not and
                  never have been listed on the National Priorities List, the
                  Comprehensive Environmental Response, Compensation and
                  Liability Information System or any similar federal, state or
                  local list, schedule, log, inventory or database.

         5.18. Subsidiaries. The Borrower has the Subsidiaries listed on the
         financial statements previously delivered to the Lender.

                            6. AFFIRMATIVE COVENANTS

         As long as there remains any amount outstanding under the Subject Notes
or the Lender has any obligation to make Advances, the Borrower shall, unless
waived in writing by the Lender:

         6.1. Financial Statements and Reports. Furnish to the Lender, at the
         times set forth below, the following financial statements, reports and
         information:

         (a)      As soon as available, but in any event within one hundred
                  twenty five (125) days after each fiscal year end, annual
                  audited financial statements of the Borrower, and Subsidiaries
                  prepared on a consolidated basis, certified by certified
                  public accountants satisfactory to the Lender to have been
                  prepared in accordance with GAAP consistently applied;

         (b)      As soon as available, but in any event within thirty (30) days
                  after the last day of each monthly fiscal period unaudited
                  financial statements of the Borrower consisting of a balance
                  sheet and the related statements of income, retained earnings
                  and cash flows prepared on a consolidated basis dated as of
                  the last Business Day of such quarterly fiscal period in form
                  and detail as reasonably required by the Lender certified by
                  the chief financial officer of the Borrower to have been
                  prepared from the records of the Borrower on the basis of
                  accounting principles consistently applied by the Borrower;(b)

         (c)      As soon as available, but in any event within ninety (90) days
                  following each fiscal year-end, an operating budget and cash
                  flow forecast for the fiscal year immediately following such
                  fiscal year-end.

         (d)      Promptly upon obtaining knowledge thereof, notice of the
                  occurrence of any Default or Event of Default and of the
                  violation by the Borrower of any law, rule or regulation, the
                  non-compliance with which could be reasonably expected to be a
                  Material Adverse Occurrence;

         (e)      To the extent applicable, promptly after the sending or filing
                  thereof, copies of all regular and periodic financial reports
                  which the Borrower shall file with the U.S. Securities and
                  Exchange Commission, or any national securities exchange;

         (f)      Such other information concerning the business, operations and
                  condition (financial or otherwise) of the Borrower as the
                  Lender may reasonably request.


                                       11
<PAGE>


         6.2. Maintenance of Corporate Existence. Maintain and preserve its
         corporate existence.

         6.3. Taxes. Pay and discharge as the same shall become due and payable,
         all taxes, assessments and other governmental charges and levies
         against or on any of its property, as well as claims of any kind which,
         if unpaid, might become a Lien upon any of its properties, unless such
         tax, levy, charge assessment or Lien is being contested in good faith
         by the Borrower and is supported by an adequate book reserve. The
         Borrower shall make all required withholding deposits.

         6.4. Notices. As soon as practicable, give notice to the Lender of:

         (a)      The commencement of any litigation relating to the Borrower
                  which might reasonably result in a Material Adverse Occurrence
                  or relating to the transactions contemplated by this Credit
                  Agreement;

         (b)      The commencement of any material arbitration or governmental
                  proceeding or investigation not previously disclosed to the
                  Lender which has been instituted or, to the knowledge of the
                  Borrower, is threatened against the Borrower or its property
                  which might reasonably result in a Material Adverse
                  Occurrence;

         (c)      Any Reportable Event or "prohibited transaction" or the
                  imposition of a Withdrawal Liability, within the meaning of
                  ERISA, in connection with any Plan and, when known, any action
                  taken by the Internal Revenue Service, Department of Labor or
                  Pension Benefit Guaranty Corporation with respect thereto, and
                  any adverse development which occurs in any litigation,
                  arbitration or governmental investigation or proceeding
                  previously disclosed to the Lender which if determined
                  adversely to the Borrower would constitute a Material Adverse
                  Occurrence; and

         (d)      Any Default or Event of Default under this Credit Agreement.

         6.5. Compliance with Laws. Carry on its business activities in
         substantial compliance with all applicable federal or state laws and
         all applicable rules, regulations and orders of all governmental bodies
         and offices having power to regulate or supervise its business
         activities. The Borrower shall maintain all material rights, liens,
         franchises, permits, certificates of compliance or grants of authority
         required in the conduct of its business. Without limiting the foregoing
         undertakings, the Borrower specifically agrees that it will comply with
         all applicable Environmental Laws and obtain and comply with all
         permits, licenses and similar approvals required by any Environmental
         laws, and will not generate, use, transport, treat, store or dispose of
         any Hazardous Substances in such a manner as to create any liability or
         obligation under the common law of any jurisdiction or any
         Environmental Law.

         6.6. Books and Records. Keep books and records reflecting all of its
         business affairs and transactions in accordance with GAAP consistently
         applied and permit the Lender, and its representatives, at reasonable
         times and intervals, to visit all of its offices, discuss its financial
         matters with officers of the Borrower and its independent public
         accountants (and by this provision the Borrower authorizes its
         independent public accountants to participate in such discussions) and
         examine any of its books and other corporate records.

         6.7. Insurance. Procure and maintain insurance with financially sound
         and reputable insurers, insurance with respect to the Collateral and
         its other property against damage and loss by theft, fire, collision
         (in the case of motor vehicles) and such other risks as are required by
         the Lender in an amount equal to the fair market value thereof and, in
         any event, in an amount sufficient to avoid the application of any
         coinsurance provisions and naming the Lender loss payee. The


                                       12
<PAGE>


         Borrower shall also procure and maintain other such insurance including
         workers compensation insurance, liability and business interruption
         insurance, and other insurance as the Lender may require and/or that
         may be required under any of the Loan Documents, all in such amounts as
         may be required by the Lender. Policies of all such insurance shall
         contain an agreement by the insurer to provide the Lender thirty (30)
         days prior written notice of cancellation and an agreement that the
         Lender's interest shall not be impaired or invalidated by any act or
         neglect of the Borrower nor by the occupation of properties owned or
         leased by the Borrower or other properties wherein the Collateral is
         located for purposes more hazardous than those permitted by such
         policies. The Borrower shall provide evidence of such insurance and the
         policies of insurance or copies thereof to the Lender upon request.

         6.8. Maintain Property. Maintain and keep its assets, property and
         equipment in good repair, working order and condition and from time to
         time make or cause to be made all needed renewals, replacements and
         repairs.

         6.9. Conduct of Business. Continue to engage primarily in the business
         being conducted on the date of this Credit Agreement.

         6.10. Equity Ratio. Maintain as of each calendar month an Equity to
         Asset Ratio of not less than 0.15 : 1.00.

         6.11. Further Assurances. The Borrower agrees upon reasonable request
         by the Lender to execute and deliver such further instruments, deeds
         and assurances, including financing statements under the Uniform
         Commercial Code of Minnesota and/or any other relevant states, and to
         do such further acts as may be necessary or proper to carry out more
         effectively the purposes of this Credit Agreement and the Loan
         Documents and, without limiting the foregoing, to make subject to the
         liens and security interests of the Security Agreement and any other of
         the Loan Documents any property agreed to be subjected, or intended to
         be subject, or covered by the granting clauses of the Security
         Agreement or such other of the Loan Documents.

         6.12. ERISA Compliance. Comply in all material respects at all times
         with all applicable provisions of ERISA and the regulations and
         published interpretations thereunder.

                             7. NEGATIVE COVENANTS

         As long as there remains any amount outstanding under the Seasonal
Notes or the Lender has any obligation to make Advancesunder the Seasonal Loan
Commitment, the Borrower shall not, unless waived in writing by the Lender:

         7.1. Consolidation; Merger; Sale of Assets; Acquisitions. Consolidate
         with or merge into or with any other entity; or sell (other than sales
         of inventory in the ordinary course of business), transfer, lease or
         otherwise dispose of all or a substantial part of its assets; or
         acquire a substantial interest in another Person either through the
         purchase of all or substantially all of the assets of that Person or
         the purchase of a controlling equity interest in that Person.

         7.2. Liens. Create, incur, assume or suffer to exist any Lien or any of
         its property, real or personal, except (a) Liens in favor of the
         Lender; (b) Liens disclosed to and approved of in writing by the
         Lender; (c) Liens for current taxes and assessments which are not yet
         due and payable; and (d) purchase money security interests to secure
         the indebtedness permitted under Section 7.3 below.

         7.3. Additional Indebtedness. Create, incur, assume or suffer to exist
         any indebtedness except: (a) indebtedness in favor of the Lender; (b)
         current liabilities incurred in the ordinary course of


                                       13
<PAGE>


         business; (c) indebtedness existing on the date of this Credit
         Agreement and disclosed to and approved of in writing by the Lender;
         and (d) purchase money indebtedness incurred in connection with the
         acquisition of fixed assets not to exceed $500,000 in the aggregate
         during any fiscal year of the Borrower.

         7.4. Guaranties. Assume, guarantee, endorse or otherwise become liable
         in connection with the indebtedness of any other person or entity
         except endorsements of negotiable instruments for deposit or collection
         in the ordinary course of business.

         7.5. Change in Ownership or Business. Permit a material change in (a)
         the ownership or management of the Borrower as in effect on the date of
         this Credit Agreement, or (b) the line of business presently engaged in
         by the Borrower.

         7.6. Dividends. Declare or pay any dividends, purchase, redeem, retire
         or otherwise acquire for value any of its capital stock now or
         hereafter outstanding, return any capital to its stockholders as such,
         or make any distribution of assets to its stockholders as such, at any
         time any Default or Event of Default has occurred and is continuing.

         7.7. Investments; Subsidiaries. The Borrower will not purchase or hold
         beneficially any stock or other securities or evidences of indebtedness
         of, make or permit to exist any loans or advances to, or create or
         acquire any Subsidiary or make any investment or acquire any interest
         whatsoever in, any other Person, except:

         (a)      Investments in direct obligations of the United States of
                  America or any agency or instrumentality thereof whose
                  obligations constitute the full faith and credit obligations
                  of the United States of America having a maturity of one (1)
                  year or less, commercial paper issued by a U.S. corporation
                  rated "A-1" or "A-2" by Standard & Poor's Ratings Services or
                  "P-1" or "P-2" by Moody's Investors Service, investments in
                  money market mutual funds whose underlying assets are
                  exclusively investments which would otherwise be permitted
                  investments under this Section 7.6(a), or repurchase
                  agreements, certificates of deposit or bankers' acceptances
                  having a maturity of one (1) year or less issued by members of
                  the Federal Reserve System having deposits in excess of
                  $500,000,000 (which certificates of deposit or bankers'
                  acceptances are fully insured by the Federal Deposit Insurance
                  Corporation);

         (b)      Travel advances or loans to officers and employees of the
                  Borrower (not including contracts made in the ordinary course
                  of business with any such officers or employees) not exceeding
                  at any one time an aggregate of $25,000;

         (c)      Advances in the form of progress payments, prepaid rent or
                  security deposits;

         (d)      Existing investments as described in the financial statements
                  previously delivered to the Lender;

         (e)      Investments constituting transactions made in the ordinary
                  course of business of the Borrower;

         (f)      Investments in wholly-owned subsidiaries of the Borrower
                  existing as of the date hereof; and

         (g)      Investments not otherwise permitted in this Section 7.7 not to
                  exceed $500,000 in the aggregate (on a book value basis) at
                  any time outstanding.


                                       14
<PAGE>


                       8. EVENTS OF DEFAULT AND REMEDIES

         8.1. Events of Default. The term "Event of Default" shall mean any of
         the following events:

         (a)      The Borrower shall default in the payment when due, or if
                  payable on demand, upon demand, of any principal or interest
                  on the Subject Notes; or

         (b)      The Borrower shall default (other than a default in payment
                  under subsection (a) above) in the due performance and
                  observance of any of the covenants contained in any of the
                  Loan Documents and such default shall continue unremedied for
                  a period of thirty (30) days after notice from the Lender to
                  the Borrower thereof; or

         (c)      An event has occurred which would, at such time or with the
                  passage of time, constitute an "event of default" (however
                  legally styled) under any other loan obligation, lease, bond,
                  debenture, security agreement, note, or instrument or
                  agreement evidencing Debt and any applicable grace period
                  specified in such agreement or evidence of Debt has expired;
                  or

         (d)      The Borrower shall become insolvent or generally fail to pay
                  or admit in writing its inability to pay its debts as they
                  become due; or the Borrower shall apply for, consent to, or
                  acquiesce in the appointment of a trustee, receiver or other
                  custodian for itself or any of its property, or make a general
                  assignment for the benefit of its creditors; or trustee,
                  receiver or other custodian shall otherwise be appointed for
                  the Borrower or any of its assets; or any bankruptcy,
                  reorganization, debt arrangement, or other case or proceeding
                  under any bankruptcy or insolvency law, or any dissolution or
                  liquidation proceeding shall be commenced by or against the
                  Borrower; or the Borrower shall take any action to authorize,
                  or in furtherance of, any of the foregoing; or

         (e)      Any representation or warranty set forth in this Credit
                  Agreement or any other Loan Document shall be untrue in any
                  material respect on the date as of which the facts set forth
                  are stated or certified; or

         (f)      The occurrence of any Material Adverse Occurrence; or

         (g)      A Reportable Event (as defined under ERISA) shall have
                  occurred; or

         (h)      The rendering against the Borrower of a final judgment, decree
                  or order for the payment of money in excess of $250,000
                  (unless the payment of such judgment in the amount of such
                  excess is insured), and the continuance of such judgment,
                  decree or order unsatisfied for any 30 consecutive day period
                  without a stay of execution.

         (i)      The occurrence of a Change of Control; or

         (j)      The Lender shall in good faith deem itself insecure.

         8.2. Remedies; Cumulative. If an Event of Default described in Section
         8.1(d) shall occur, the full unpaid balance of the Seasonal Notes
         (outstanding balances plus accrued interest) and all other obligations
         of the Borrower to the Lender shall automatically be due and payable
         without declaration, notice, presentment, protest or demand of any kind
         (all of which are hereby expressly waived) and the obligation of the
         Lender to make additional Advances shall automatically terminate. If
         any other Event of Default shall occur and be continuing, the Lender
         may terminate its obligation to make additional Advances and may
         declare the outstanding balance of the Seasonal Note and all other
         obligations of the Borrower to the Lender to be due and payable without
         further notice, presentment, protest or demand of any kind (all of
         which are


                                       15
<PAGE>


         hereby expressly waived), whereupon the full unpaid amount of the
         Subject Notes and all other obligations of the Borrower to the Lender
         shall become immediately due and payable. Upon any Event of Default,
         the Lender shall be entitled to exercise any and all rights and
         remedies available under any of the Loan Documents or otherwise
         available at law or in equity to collect the Subject Notes and all
         other obligations of the Borrower to the Lender, to realize upon or
         otherwise pursue any and all Collateral and other security (including
         without limitation any and all guarantees) for the loans under this
         Credit Agreement and to, without notice to the Borrower, and without
         further action, apply any and all monies owing by Lender to the
         Borrower to the payment of the Subject Notes, and all other obligations
         of the Borrower hereunder, in such order as the Lender elects (subject
         to Section 3.6).

                                9. MISCELLANEOUS

         9.1. Waivers, Amendments. The provisions of the Loan Documents may from
         time to time be amended, modified, or waived, if such amendment,
         modification or waiver is in writing and signed by the Lender. No
         failure or delay on the part of the Lender or the holder(s) of the
         Seasonal Note in exercising any power or right under any of the Loan
         Documents shall operate as a waiver thereof, nor shall any single or
         partial exercise of any such power or right preclude any other or
         further exercise thereof or the exercise of any other power or right.
         No notice to or demand on the Borrower in any case shall entitle it to
         any notice or demand in similar or other circumstances.

         9.2. Notices. All communications and notices provided under this Credit
         Agreement shall be in writing and addressed or delivered to the
         Borrower or the Lender at their respective addresses shown on the first
         page hereof, or to any party at such other address as may be designated
         by such party in a written notice to the other parties. Such notices
         shall be delivered by any of the following means: (i) mailing through
         the United States Postal Service, postage prepaid, by registered or
         certified mail, return receipt requested; (ii) delivery by reputable
         overnight delivery service including without limitation, and by way of
         example only: Federal Express, DHL, Airborne Express and Express Mail;
         or (iii) delivery by reputable private personal delivery service.
         Notices delivered in accordance with (i) above shall be deemed
         delivered the second Business Day after deposit in the mail; notices
         delivered in accordance with (ii) above shall be deemed delivered the
         first Business Day after delivery to the delivery service; and notices
         delivered in accordance with (iii) above shall be deemed delivered the
         same Business Day as that specified by the notifying party to the
         delivery service.

         9.3. Costs and Expenses. The Borrower agrees to pay all expenses for
         the preparation of this Credit Agreement, including exhibits, and any
         amendments to this Credit Agreement as may from time to time hereafter
         be required, and the reasonable attorneys fees and legal expenses of
         counsel for the Lender, from time to time incurred in connection with
         the preparation and execution of this Credit Agreement and any document
         relevant to this Credit Agreement, any amendments hereto or thereto,
         and the consideration of legal questions relevant hereto and thereto.
         The Borrower agrees to reimburse Lender upon demand for, all
         out-of-pocket expenses (including reasonable attorneys fees and legal
         expenses) in connection with the Lender's enforcement of the
         obligations of the Borrower hereunder or under the Note or any other of
         the Loan Documents, whether or not suit is commenced including, without
         limitation, attorneys fees, and legal expenses in connection with any
         appeal of a lower court's order or judgment. The obligations of the
         Borrower under this Section 9.3 shall survive any termination of this
         Credit Agreement.

         9.4. Interest Limitation. All agreements between the Borrower and the
         Lender are hereby expressly limited so that in no contingency or event
         whatsoever, whether by reason of


                                       16
<PAGE>


         acceleration of maturity of the indebtedness evidenced or secured
         thereby or otherwise, shall the rate of interest charged or agreed to
         be paid to the Lender for the use, forbearance, loaning or detention of
         such indebtedness exceed the maximum permissible interest rate under
         applicable law ("Maximum Rate"). If for any reason or in any
         circumstance whatsoever fulfillment of any provision of this Credit
         Agreement and/or the Seasonal Note, any document securing or executed
         in connection herewith or therewith, or any other agreement between the
         Borrower and the Lender, at any time shall require or permit the
         interest rate applied thereunder to exceed the Maximum Rate, then the
         interest rate shall automatically be reduced to the Maximum Rate, and
         if the Lender should ever receive interest at a rate that would exceed
         the Maximum Rate, the amount of interest received which would be in
         excess of the amount receivable after applying the Maximum Rate to the
         balance of the outstanding obligation shall be applied to the reduction
         of the principal balance of the outstanding obligation for which the
         amount was paid and not to the payment of interest thereunder. This
         provision shall control every other provision of any and all agreements
         between the Borrower and the Lender and shall also be binding upon and
         applicable to any subsequent holder of the Subject Notes.

         9.5. Severability. Any provision of this Credit Agreement or any other
         of the Loan Documents executed pursuant hereto which is prohibited or
         unenforceable in any jurisdiction shall, as to such jurisdiction, be
         ineffective to the extent of such portion or unenforceability without
         invalidating the remaining provisions of this Credit Agreement or such
         Loan Document or affecting the validity or enforceability of such
         provisions in any other jurisdiction.

         9.6. Cross-References. References in this Credit Agreement or in any
         other of the Loan Documents executed pursuant hereto to any Section
         are, unless otherwise specified, to such Section of this Credit
         Agreement or such Loan Document, as the case may be.

         9.7. Headings. The various headings of this Credit Agreement or of any
         other of the Loan Documents executed pursuant hereto are inserted for
         convenience only and shall not affect the meaning or interpretation of
         this Credit Agreement or such Loan Document or any provisions hereof or
         thereof.

         9.8. Governing Law; Venue; Waiver of Jury Trial. Each of the Loan
         Documents shall be deemed to be a contract made under and governed by
         the laws of the State of North Dakota (without regard to the laws of
         conflict of any jurisdiction) as to all matters, including without
         limitation, matters of validity, interpretation, construction, effect,
         performance and remedies. The Borrower hereby consents to the personal
         jurisdiction of the state and federal courts located in the State of
         North Dakota in connection with any controversy related to this Credit
         Agreement and any other of the Loan Documents, waives any argument that
         venue in such forums is not convenient and agrees that any litigation
         instigated by the Borrower against the Lender in connection herewith or
         therewith shall be venued in the federal or state court that has
         jurisdiction over matters arising in Fargo, North Dakota. THE BORROWER
         AND LENDER IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
         PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY LOAN
         DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED THEREUNDER.

         9.9. Successors and Assigns. This Credit Agreement shall be binding
         upon and shall inure to the benefit of the parities hereto and their
         respective successors and assigns, except that Borrower may not assign
         or transfer its rights hereunder without the prior written consent of
         Lender.


                                       17
<PAGE>


         9.10. Recitals Incorporated. The recitals to this Credit Agreement are
         incorporated into and constitute an integral part of this Credit
         Agreement.

         9.11. Multiple Counterparts. This Credit Agreement may be executed in
         one or more counterparts and by the different parties on separate
         counterparts, each of which shall be deemed to be an original and all
         of which shall constitute one and the same instrument.

         9.12. Indemnity. In addition to the payment of expenses pursuant to
         Section 9.3, the Borrower agrees to indemnify, defend and hold harmless
         the Lender, and any of its participants, assignees, parent
         corporations, subsidiary corporations, affiliated corporations and
         successor corporations, and all present and future officers, directors,
         employees, attorneys and agents of the foregoing (the "Indemnitees"),
         from and against any of the following (collectively, "Indemnified
         Liabilities"):

         (a)      any and all transfer taxes, documentary taxes, assessments or
                  charges made by any governmental authority by reason of the
                  execution and delivery of the Loan Documents or the making of
                  the Advances or the Loans;

         (b)      any claims, loss or damage to which any Indemnitee may be
                  subjected if any representation or warranty contained in this
                  Agreement proves to be incorrect in any respect or as a result
                  of any violation of the covenant contained in this Agreement;
                  and

         (c)      any and all other liabilities, losses, damages, penalties,
                  judgments, suits, claims, costs and expenses of any kind or
                  nature whatsoever (including, without limitation, the
                  reasonable fees and disbursements of counsel) in connection
                  with the foregoing and any other investigative, administrative
                  or judicial proceedings, whether or not such Indemnitee shall
                  be designated a party thereto, which may be imposed on,
                  incurred by or asserted against any such Indemnitee, in any
                  manner related to or arising out of or in connection with the
                  making of the Advances or the Loans and the Loan Documents or
                  the use or intended use of the proceeds of the Advances or the
                  Loans.

         If any investigative, judicial or administrative proceeding arising
         from any of the foregoing is brought against any Indemnitee, upon such
         Indemnitee's request, the Borrower, or counsel designated by the
         Borrower and satisfactory to the Indemnitee, will resist and defend
         such action, suit or proceeding to the extent and in the manner
         directed by the Indemnitee, at the Borrower's sole costs and expense.
         Each Indemnitee will use its best efforts to cooperate in the defense
         of any such action, suit or proceeding. If the foregoing undertaking to
         indemnify, defend and hold harmless may be held to be unenforceable
         because it violates any law or public policy, the Borrower shall
         nevertheless make the maximum contribution to the payment and
         satisfaction of each of the Indemnified Liabilities which is
         permissible under applicable law. The Borrower's obligation under this
         Section 9.12 shall survive the termination of this Credit Agreement and
         the discharge of the Borrower's other obligations hereunder.

         9.13 Complete Agreement. This Credit Agreement, together with the Loan
         Documents, comprises the complete and integrated agreement of the
         parties on the subject matter hereof and supersedes all prior
         agreements, written or oral, on the subject matter hereof.

         9.14. Assignments; Participants; Waiver of Claims. The Lender may sell,
         assign or grant a participation in the Subject Notes, in whole or in
         part and may disclose information relating to the Borrower or otherwise
         relevant to this Agreement, to such Persons and their financing sources
         ("Assignees"). No Assignee shall be deemed a partner or agent of the
         Lender. The Borrower irrevocably agrees that any claims it may have or
         may assert against the Lender for


                                       18
<PAGE>


         breach of contract (or related tort claims) shall be personal to the
         Lender and shall not be asserted by way of direct claim or offset
         against any Assignee or against any Loan sold or assigned to any
         Assignee and the Assignee hereby irrevocably waives any right it
         otherwise may have, now or hereafter, to assert any such claim). The
         Borrower acknowledges that the Assignees shall rely on the foregoing
         waiver and agreement.


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                                       19
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.

                                              RDO MATERIAL HANDLING CO.,
                                              a Minnesota corporation

                                              By:  /s/ Thomas K. Espel
                                                   -----------------------------

                                              Its: Chief Financial Officer
                                                   -----------------------------



                                              By:
                                                   -----------------------------

                                              Its:
                                                   -----------------------------



                                               AG CAPITAL COMPANY,
                                               a Delaware Corporation

                                               By: /s/ Lee Rosin
                                                   -----------------------------
                                                   Lee Rosin

                                               Its President and General Manager