EXHIBIT 10.2


                               AG CAPITAL COMPANY
                                CREDIT AGREEMENT



         THIS CREDIT AGREEMENT is made and entered into as of December 15, 2000
(the "Effective Date"), by and between RDO EQUIPMENT CO., a Delaware corporation
(the "Borrower"), whose address is 2829 South University Drive, P.O. Box 7160,
Fargo, North Dakota 58109-7160, and AG CAPITAL COMPANY, a Delaware corporation
(the "Lender"), whose address is 1500 Radisson Tower, 201 North 5th Street,
Fargo, North Dakota 58102.


                                    RECITALS


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


         B.       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

          "Advance" means any advance by the Lender made under either of the
Seasonal Commitments. (The face amount of any letter of credit issued by the
Lender for the account of the Borrower shall be deemed an Advance hereunder).

         "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 18.14.

         "Borrower" means RDO EQUIPMENT CO., a Delaware corporation.

         "Bridge Loan I" means, at any date, the aggregate amount of all
Advances made by the Lender pursuant to Section 10 hereof.

         "Bridge Note I" means the Note No. 32550, dated October 12, 1998, in
the original principal amount of Five Million Dollars ($5,000,000.00) 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.

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

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


<PAGE>


         (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 not previously held by them)
                  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 (or analogous managers) 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, as of the date of any determination, 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, as of the date of any determination, 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.

         "EBITDA" means Consolidated Earnings Before Interest Taxes Depreciation
and Amortization.

         "Environmental Law" has the meaning set forth in Section 14.17.

         "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 17
hereof.

         "Fixed Rate" means such rate of interest as may be quoted to Borrower
by Lender at Lender's sole discretion upon request made by Borrower before 11:00
a.m. (central time) at least two Business


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<PAGE>


Days prior to the beginning of the calendar month specified by Borrower in such
request for Interest Rate Periods as specified by Borrower in such request.

         "Fixed Rate Amount" means the amount of any Loan which accrues interest
at a Fixed Rate, which shall be specified in any request by the Borrower to
Lender for a Fixed Rate, and which must be in increments of $100,000, unless
otherwise agreed to by the Lender.

         "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.

         "Government Yield" means as of any date of determination the yield
(converted as necessary to the equivalent semi-annual compound rate) on U.S.
Treasury securities having a maturity date closest to the weighted average
maturity of the relevant Loan (to the scheduled installment dates), as published
in The Wall Street Journal (or, if not so published, as determined by the Lender
by using the average quotes obtained by the Lender from three primary dealers
that market U.S. Treasury securities in the secondary market). "U.S. Treasury
securities" means actively traded U.S. Treasury bonds, bills and notes and, if
more than one issue of U.S. Treasury securities is scheduled to mature at or
about the time of the end of the weighted average maturity of the Loan, then to
the extent possible the U.S. Treasury security issued most recently prior to the
date of determination will be chosen as the basis of the Government Yield.

         "Hazardous Substance" has the meaning set forth in Section 14.17
hereof.

         "Interest Differential" means as of the date of any full or partial
prepayment on any Loan, the Government Yield with respect to such Loan measured
on the date the rate at which interest on such Loan is accruing immediately
prior to such prepayment is set, minus the Government Yield with respect to such
Loan as of the date of such prepayment.

         "Interest Rate Period" means the period specified by the Lender in
response to a request by the Borrower that any Fixed Rate Amount of any Loan
accrue interest at a Fixed Rate. All Interest Rate Periods shall be months, but
in no event shall end later than the Maturity with respect to the Seasonal Loan,
and the final maturity date for each other Loan.

         "Issuance Spread" is the amount by which the rate per annum at which
interest accrues on any Loan as of any date such rate is set exceeds the
Government Yield as of such date.

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

         "Leverage Ratio" means the ratio of the Total Liabilities (including
Debt) divided by Tangible Net Worth of the Borrower, as determined on a
consolidated basis, and in accordance with GAAP.

         "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.


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<PAGE>


         "Loan" means any of the Seasonal Loan I, Seasonal Loan II, Term Loan I,
Term Loan II, Term Loan III, Term Loan IV, Term Loan V, Term Loan VI, or Bridge
Loan I.

         "Loan Documents" means this Credit Agreement and the Subject Notes 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" with respect to Seasonal Note I and Seasonal Note II means
the earlier of (a) the date on which the respective Seasonal Note becomes due
and payable upon the occurrence of an Event of Default; or (b) the Termination
Date.

         "Mortgages" means the mortgages dated January 31, 1996 expressly
securing Term Note III; October 14, 1991, expressly securing Term Note II and
February 24, 1992 expressly securing Term Note I as provided in each such
mortgage, other obligations to Lender.

         "Mortgage Secured Notes and Loans" has the meaning set forth in Section
11.8.

         "Net Working Capital" means Total Current Assets minus Total Current
Liabilities, as determined on a consolidated basis, and in accordance with GAAP.

         "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 14.17 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 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 Sections 2 and 3, as the context may require.

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

         "Seasonal Note I" means the Note No. 35040, dated December 15, 2000, in
the original principal amount of Five Million Dollars ($5,000,000.00) made by
the Borrower payable to the order of


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<PAGE>


the Lender, together with all extensions, renewals, modifications, substitutions
and changes in form thereof effected by written agreement between the Borrower
and the Lender.

         "Seasonal Loan II" means, at any date, the aggregate amount of all
Advances made by the Lender to the Borrower pursuant to Section 3 hereof.

         "Seasonal Note II" means the Note No. 35050, dated December 15, 2000,
in the original principal amount of Fifteen Million Dollars ($15,000,000.00)
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.

         "Seasonal Notes" means Seasonal Note I and Seasonal Note II

         "Security Agreement" means the Security Agreement, dated October 12,
1998, executed by the Borrower in favor of the Lender, as originally executed
and as may be amended, modified or supplemented from time to time by written
agreement between the Borrower and the Lender, and various other security
agreements previously executed in favor of the Lender by Borrower.

         "Subject Note(s)" means the Seasonal Note I, Seasonal Note II, the Term
Note I, Term Note II, Term Note III, Term Note IV, Term Note V, Term Note VI,
Term Note VII and Bridge Note I.

         "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.

         "Tangible Net Worth" means, at any date, the excess, if any, of the
Borrower's total assets over the Borrower's total liabilities on such date,
excluding from total assets the aggregate amount carried as assets on the books
of the Borrower for goodwill, licenses, patents, trademarks, trade names,
treasury stock, unamortized debt discount and expenses, copyrights, franchises,
organization costs, write-ups in the book value of the assets of the Borrower
resulting from a revaluation thereof, and any other intangible assets, all as
determined in accordance with GAAP.

         "Term Loan I" means the loan evidenced by the Term Note I (No. 4560).

         "Term Note I" means the Note No. 4560, dated February 24, 1992, in the
original principal amount of One Hundred Fifty-eight Thousand Three Hundred
Sixty-eight and 78/100 Dollars ($158,368.78), 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.

         "Term Loan II" means the loan evidenced by the Term Note II (No. 4910).

         "Term Note II" means the Note No. 4910, dated October 14, 1991, in the
original principal amount of Three Hundred Fifty Thousand Dollars ($350,000.00),
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.

         "Term Loan III" means the loan evidenced by the Term Note III (No.
20020).

         "Term Note III" means the Note No. 20020, dated January 29, 1996, in
the original principal amount of Eight Hundred Ninety-eight Thousand Two Hundred
Dollars ($898,200.00), made by the


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<PAGE>


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.

         "Term Loan IV" means the loan evidenced by the Term Note IV (No.
24900).

         "Term Note IV" means the Note No. 24900, dated October 18, 1996, in the
original principal amount of Three Hundred Fifty-five Thousand Dollars
($355,000.00), 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.

         "Term Loan V" means the loan evidenced by the Term Note V (No. 27370).

         "Term Note V" means the Note No. 27370, dated January 31, 1997, in the
original principal amount of One Million Eight Hundred Fifty-five Thousand Seven
Hundred Three Dollars ($1,855,703.00), 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.

         "Term Loan VI" means the loan evidenced by the Term Note VI (No.
27380).

         "Term Note VI" means the Note No. 27380, dated January 31, 1997, in the
original principal amount of Two Million Five Hundred Fifty-nine Thousand
Dollars ($2,559,000.00), 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.

         "Term Notes" means Term Note I (No. 4560), Term Note II (No. 4910),
Term Note III (No. 20020), Term Note IV (No. 24900), Term Note V (No. 27370) and
Term Note VI (No. 27380).

          "Termination Date" means the earlier of (a) December 2, 2001; or (b)
the date upon which the obligation of the Lender to make Advances is terminated
pursuant to Section 2.7 or Section 3.7.



                             2. THE SEASONAL LOAN I

         2.1      Commitment for Seasonal Loan I. Subject to the Conditions of
                  Lending set forth in Section 13 hereof, the Lender agrees to
                  make Advances under Seasonal Loan I 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 Five Million Dollars
                  ($5,000,000.00). Within the limits set forth above, the
                  Borrower may borrow amounts under Seasonal Note I.

2.2               The Seasonal Note I. All Advances shall be evidenced by, and
                  the Borrower shall repay such Advances to the Lender in
                  accordance with, the terms of Seasonal Note I but in no event
                  later than the date of maturity; including without limitation
                  the provision of the Seasonal Note I that the principal amount
                  payable thereunder at any time shall not exceed the then
                  unpaid principal amount of all Advances under Seasonal Loan I
                  made by the Lender.


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<PAGE>


         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 Seasonal Note I.

         2.4      Payments and Interest on Seasonal Note I.

         (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 Seasonal Note I from the date hereof until
                  paid in full at a rate per annum equal to 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 week.

         (b)      Interest accrued on Seasonal Note I through Maturity shall be
                  payable for each 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 under
                  Seasonal Loan I by not later than 1:00 p.m. (Minneapolis time)
                  on the date such Advance is to be made. Each Advance under
                  Seasonal Loan I shall be deposited to an account designated by
                  the Borrower or as otherwise indicated in the corresponding
                  request by the Borrower.

         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 Seasonal Note I 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
                  under Seasonal Loan I 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 Seasonal Note I;

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

         (c)      Immediately when any Event of Default (other than one of the
                  nature specified in Subsection 17.1(d) shall have occurred and
                  be continuing and either (i) the Lender shall have demanded
                  payment of Seasonal Note I or (ii) the Lender shall elect to
                  terminate such obligation by giving notice to Borrower.

                            3. THE SEASONAL LOAN II

         3.1      Commitment for Seasonal Loan II. Subject to the Conditions of
                  Lending set forth in Section 13 hereof, the Lender agrees to
                  make Advances under Seasonal Loan II 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 Fifteen Million Dollars
                  ($15,000,000.00). Within the limits set forth above, the
                  Borrower may borrow amounts under Seasonal Note II.


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<PAGE>


         3.2      The Seasonal Note II. All Advances shall be evidenced by, and
                  the Borrower shall repay such Advances to the Lender in
                  accordance with, the terms of Seasonal Note II but in no event
                  later than the date of maturity; including without limitation
                  the provision of Seasonal Note II that the principal amount
                  payable thereunder at any time shall not exceed the then
                  unpaid principal amount of all Advances under Seasonal Loan II
                  made by the Lender.

         3.3      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 Seasonal Note II.

         3.4      Payments and Interest on Seasonal Note II.

         (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 Seasonal Note II from the date hereof
                  until paid in full at a rate per annum equal to 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 Seasonal Note II
                  through Maturity shall be payable for each calendar month on
                  the fifteenth (15th) 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.

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

         3.6      Payments. Any other provision of this Credit Agreement to the
                  contrary notwithstanding, the Borrower shall make all payments
                  of interest on and principal of Seasonal Note II 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).

         3.7      Termination. The obligation of the Lender to make Advances
                  under Seasonal Loan II 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 Seasonal Note II;

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

         (c)      Immediately when any Event of Default (other than one of the
                  nature specified in Subsection 17.1(d) shall have occurred and
                  be continuing and either (i) the Lender shall have demanded
                  payment of Seasonal Note II or (ii) the Lender shall elect to
                  terminate such obligation by giving notice to Borrower.

                               4. THE TERM LOAN I


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<PAGE>


         4.1      Term Loan I. The Lender has previously made Term Loan I to the
                  Borrower, of which the principal amount of $20,970.42 is
                  currently outstanding.

         4.2      Term Note I. To evidence the Term Loan I made by the Lender to
                  the Borrower, the Borrower has executed and delivered to the
                  Lender the Term Note I. The Borrower agrees to pay to the
                  Lender amounts outstanding under the Term Note I in
                  installments, with all outstanding principal and accrued
                  interest due and payable February 15, 2001.

         4.3      Payments and Interest on the Term Note I.

         (a)      The Borrower agrees to pay interest on the unpaid principal
                  balance of the Term Note I outstanding from time to time at a
                  fixed rate of 9.90%.

         (b)      After the date hereof, the principal and accrued interest on
                  the amount outstanding under Term Note I through the end of
                  each calendar month hereafter shall be payable on the first
                  (1st) day following the end of each calendar month in equal
                  monthly payments of $2,045 and continuing on the first (1st)
                  day of each calendar month thereafter until February 15, 2001,
                  when the entire amount of principal and interest shall be due
                  and payable in full.

                                5. TERM LOAN II

         5.1      Term Loan II. The Lender has previously made the Term Loan II
                  to the Borrower, of which the principal amount of $45,916.79
                  is currently outstanding.

         5.2      Term Note II. To evidence the Term Loan II made by the Lender
                  to the Borrower, the Borrower has executed and delivered to
                  the Lender the Term Note II. The Borrower agrees to pay to the
                  Lender amounts outstanding under the Term Note II in
                  installments, with all outstanding principal and accrued
                  interest due and payable October 1, 2001.

         5.3      Payments and Interest on the Term Note II.

         (a)      The Borrower agrees to pay interest on the unpaid principal
                  balance of the Term Note II outstanding from time to time at a
                  fixed rate of 9.70%.

         (b)      After the date hereof, the principal and accrued interest on
                  the amount outstanding under Term Note II through the end of
                  each calendar month hereafter shall be payable on the first
                  (1st) day following the end of each calendar month in equal
                  monthly payments of $4,567.33 and continuing on the first
                  (1st) day of each calendar month thereafter until October 1,
                  2001, when the entire amount of principal and interest shall
                  be due and payable in full.






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<PAGE>


                                6. TERM LOAN III

         6.1      Term Loan III. The Lender has previously made the Term Loan
                  III to the Borrower, of which the principal amount of
                  $746,424.67 is currently outstanding.

         6.2      Term Note III. To evidence the Term Loan III made by the
                  Lender to the Borrower, the Borrower has executed and
                  delivered to the Lender the Term Note III. The Borrower agrees
                  to pay to the Lender amounts outstanding under the Term Note
                  III in installments, with all outstanding principal and
                  accrued interest due and payable February 1, 2006.

         6.3      Payments and Interest on the Term Note III.

         (a)      Except to the extent any part thereof is a Fixed Rate Amount,
                  the Borrower agrees to pay interest on the unpaid principal
                  balance of the Term Note III from the date hereof until paid
                  in full at a rate per annum equal to one-month LIBOR plus 450
                  basis points, determined two (2) business days prior to the
                  first business day of each calendar week and fixed until the
                  first business day of the following week.

         (b)      After the date hereof, the principal and accrued interest on
                  the amount outstanding under Term Note III through the end of
                  each calendar month hereafter shall be payable on the first
                  (1st) day following the end of each calendar month in equal
                  monthly payments of $8,370.00 and continuing on the first
                  (1st) day of each calendar month thereafter until February 1,
                  2006, when the entire amount of principal and interest shall
                  be due and payable in full. Lender shall have the right to
                  adjust the amount of such payments to maintain the original 15
                  year amortization to the extent required by changes in the
                  rate interest accrues on Term Note III.



                                 7. TERM LOAN IV

         7.1      Term Loan IV. The Lender has previously made the Term Loan IV
                  to the Borrower, of which the principal amount of $115,000.00
                  is currently outstanding.

         7.2      Term Note IV. To evidence the Term Loan IV made by the Lender
                  to the Borrower, the Borrower has executed and delivered to
                  the Lender the Term Note IV. The Borrower agrees to pay to the
                  Lender amounts outstanding under the Term Note IV in
                  installments as set forth in said note, with all outstanding
                  principal and accrued interest due and payable December 1,
                  2002.

         7.3      Payments and Interest on the Term Note IV.

         (a)      Except to the extent any part thereof is a Fixed Rate Amount,
                  the Borrower agrees to pay interest on the unpaid principal
                  balance of the Term Note IV from the date hereof until paid in
                  full at a rate per annum equal to one-month LIBOR plus 450
                  basis points, determined two (2) business days prior to the
                  first business day of each calendar week and fixed until the
                  first business day of the following week.

         (b)      After the date hereof, the principal and accrued interest on
                  the amount outstanding under Term Note IV through the end of
                  each calendar month hereafter shall be payable on the first
                  (1st) day following the end of each calendar quarter in equal
                  quarterly payments of


                                       10
<PAGE>


                  $15,000.00 of principal, plus interest accrued through such
                  period, and continuing on the first (1st) day following each
                  November, February, May and August thereafter until December
                  1, 2002, when the entire amount of principal and interest
                  shall be due and payable in full.

                                 8. TERM LOAN V

         8.1.     Term Loan V. The Lender has previously made the Term Loan V to
                  the Borrower, of which the principal amount of $1,353,543.40
                  is currently outstanding.

         8.2.     Term Note V. To evidence the Term Loan V made by the Lender to
                  the Borrower, the Borrower has executed and delivered to the
                  Lender the Term Note V. The Borrower agrees to pay to the
                  Lender amounts outstanding under the Term Note V in
                  installments as set forth in said note, with all outstanding
                  principal and accrued interest due and payable February 1,
                  2002.

         8.3      Payments and Interest on the Term Loan V.

         (a)      Except to the extent any part thereof is a Fixed Rate Amount,
                  the Borrower agrees to pay interest on the unpaid principal
                  balance of the Term Note V from the date hereof until paid in
                  full at a rate per annum equal to one-month LIBOR plus 450
                  basis points, determined two (2) business days prior to the
                  first business day of each calendar week and fixed until the
                  first business day of the following week.

         (b)      After the date hereof, the principal and accrued interest on
                  the amount outstanding under Term Note V through the end of
                  each quarterly period ending immediately prior to the
                  following described payment dates hereafter shall be payable
                  on the first (1st) day following the end of each such
                  quarterly period in quarterly payments of $30,925.00 of
                  principal, plus interest accrued through such period, and
                  continuing on the first (1st) day of each November, February,
                  May and August thereafter until February 1, 2002, when the
                  entire amount of principal and interest shall be due and
                  payable in full.



                                9. TERM LOAN VI

         9.1.     Term Loan VI. The Lender has previously made the Term Loan VI
                  to the Borrower, of which the principal amount of $608,074.19
                  is currently outstanding.

         9.2.     Term Note VI. To evidence the Term Loan VI made by the Lender
                  to the Borrower, the Borrower has executed and delivered to
                  the Lender the Term Note VI. The Borrower agrees to pay to the
                  Lender amounts outstanding under the Term Note VI in
                  installments as set forth in said note, with all outstanding
                  principal and accrued interest due and payable February 1,
                  2002.

         9.3.     Payments and Interest on the Term Loan VI.

         (a)      Except to the extent any part thereof is a Fixed Rate Amount,
                  the Borrower agrees to pay interest on the unpaid principal
                  balance of the Term Note VI from the date hereof until paid in
                  full at a rate per annum equal to one-month LIBOR plus 450
                  basis points, determined two (2) business days prior to the
                  first business day of each calendar week and fixed until the
                  first business day of the following week.


                                       11
<PAGE>


         (b)      After the date hereof, the principal and accrued interest on
                  the amount outstanding under Term Note V through the end of
                  each quarterly period ending immediately prior to the
                  following described payment dates hereafter shall be payable
                  on the first (1st) day following the end of each such
                  quarterly period in quarterly payments of $127,950.00 of
                  principal, plus interest accrued through such period, and
                  continuing on the first (1st) day of each November, February,
                  May and August thereafter until February 1, 2002, when the
                  entire amount of principal and interest shall be due and
                  payable in full.

                               10. BRIDGE LOAN I

         10.1.    Bridge Loan I. The Lender has made the Bridge Loan I to the
                  Borrower, in the face amount of $5,000,000.00

         10.2.    Bridge Note I. To evidence the Bridge Loan I made by the
                  Lender to the Borrower hereunder, the Borrower has executed
                  and delivered to the Lender the Bridge Note I. The Borrower
                  agrees to pay to the Lender amounts outstanding under the
                  Bridge Note I in installments as set forth in said note, with
                  all outstanding principal and accrued interest due and payable
                  August 1, 2002.

         10.3.    Payments and Interest on the Bridge Note I.

         (a)      Except to the extent any part thereof is a Fixed Rate Amount,
                  the Borrower agrees to pay interest on the unpaid principal
                  balance of the Bridge Note I from the date hereof until paid
                  in full at a rate per annum equal to one-month LIBOR plus 450
                  basis points, determined two (2) business days prior to the
                  first business day of each calendar week and fixed until the
                  first business day of the following week.

         (b)      After the date hereof, the principal and accrued interest on
                  the amount outstanding under Bridge Note I through the end of
                  each quarterly period ending immediately prior to the
                  following described payment dates hereafter shall be payable
                  on the first (1st) day following the end of each such
                  quarterly period in quarterly payments of $250,000.00 of
                  principal, plus interest accrued through such period, and
                  continuing on the first (1st) day of each November, February,
                  May and August thereafter until August 1, 2002, when the
                  entire amount of principal and interest shall be due and
                  payable in full.



                             11. GENERAL PROVISIONS

         11.1     Computation of Interest.

         (a)      All computations of interest on the outstanding principal
                  amount of each 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, 360 days to the extent such interest
                  is computed based on the Reference Rate, but charged for the
                  actual number of days elapsed, and such number of days as is
                  indicated in the confirmation described in Section 12.2 with
                  respect to any Fixed Rate Amount. Each change in the interest
                  rate payable on each Subject 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
                  any Subject 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 extension of time shall be
                  included in computing the fees or interest payable on such
                  next succeeding Business Day.


                                       12
<PAGE>


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

         11.2     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 each 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 each such 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 any 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.

         11.3     Security. The indebtedness, liabilities and other obligations
                  of the Borrower to the Lender under each 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;
                  notwithstanding anything to the contrary herein.

         11.4     Voluntary Prepayments. The Borrower may prepay the principal
                  of any of the Subject Notes, in whole or in part, only so long
                  as (i) any such prepayment is in a minimum amount of $100,000
                  or a multiple thereof; (ii) any such prepayment shall be
                  accompanied by the interest accrued on the amount prepaid to
                  the date of the prepayment; (iii) any such prepayment shall be
                  accompanied by the prepayment premium specified in, and
                  computed in accordance with, the provisions of Section 11.6
                  set forth below and (iv) all amounts prepaid shall be applied
                  in accordance with the terms of such Subject Note.

         11.5     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
                  Notes to the Lender at its office shown on the first page
                  hereof.

         11.6     Funding Losses; Prepayment Premiums.

         (a)      The Borrower hereby agrees that upon demand by the Lender
                  (which demand shall be accompanied by a statement setting
                  forth the basis for the calculations of the amount being
                  claimed and the Lender's calculation of the amount of such
                  demand) the Borrower will indemnify the Lender against any
                  loss or expense which the Lender may have sustained or
                  incurred (including, without limitation, any net loss or
                  expense incurred by reason of the liquidation or reemployment
                  of deposits or other funds acquired by such Bank to fund or
                  maintain such loans) or which the Lender may be deemed to have
                  sustained or incurred, as reasonably determined by the Lender,
                  (i) as a consequence of any failure by the Borrower to make
                  any payment when due of any amount due hereunder in connection
                  with any such loans, (ii) due to any failure of the Borrower
                  to borrow or convert any such Loans accruing interest based on
                  LIBOR or Fixed Rate Amounts on a date specified therefor in a
                  notice thereof or (iii) due to any payment or prepayment of
                  any such loans on a date other than the last day of the
                  applicable Interest Rate Period (if a Fixed Rate Amount).

         (b)      If at the time of any prepayment of any Subject Note
                  hereunder, the Interest Differential is greater than zero, the
                  Borrower shall pay to the Lender a prepayment premium equal


                                       13
<PAGE>


                  to the present value, (discounted from the previously
                  scheduled payment dates for interest on such Fixed Rate Amount
                  at a rate equal to the Government Yield with respect to such
                  Fixed Rate Amount on the date of prepayment plus the Issuance
                  Spread) of the product of (a) the Interest Differential times
                  (b) the amount prepaid, times (c) a fraction, the numerator of
                  which is the number of days scheduled to fall between the
                  interest payment dates on the Loan and the denominator of
                  which is 365. If the portion prepaid covers several
                  installments, the Lender may, at its option, either calculate
                  such payment for each installment or calculate such payment
                  based on the weighted average maturity of the portion prepaid.

         11.7.    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.

         11.8.    Collateral Allocation. To the extent the Lender receives
                  proceeds of any Collateral after the exercise of remedies
                  provided for in Section 13.2: (a) proceeds of accounts and
                  inventory shall be applied first to any obligations of the
                  Borrower relating to or arising under the Seasonal Notes and
                  Loans I and II, pro rata in accordance with the principal
                  amount outstanding thereunder and then to all the other
                  obligations to the Lender under the Loan Documents; (b)
                  proceeds of the Mortgage shall be applied first to any
                  obligations of the Borrower relating to or arising under the
                  Real Estate Loan, and then to all other obligations to the
                  Lender under the Loan Documents; and (c) proceeds of all other
                  Collateral shall be applied first to all the obligations of
                  the Borrower to the Lender under the Loan Documents, other
                  than those relating to or arising under the Seasonal Notes and
                  Loans I and II or the Real Estate Note and Loan, and then to
                  all other obligations to the Lender under the Loan Documents,
                  pro rata in accordance with the respective principal amounts
                  thereof.

         11.9.    Loan Agreement Reference. Any reference in any Subject Note,
                  any Security Agreement, Mortgage, Deed of Trust or Guaranty,
                  or any other document given, made or executed by the Borrower
                  in connection with any obligation of the Borrower, subject to
                  this Credit Agreement (a "Subject Document") to any Loan
                  Agreement, Credit Agreement or similar agreement shall be
                  deemed a reference to that Credit Agreement, as it may from
                  time to time be amended, modified or restated. Any conflict
                  between the terms of any Subject Document, and the terms of
                  this Credit Agreement shall be resolved in favor of the terms
                  of this Credit Agreement.

                             12. FIXED RATE AMOUNTS

         12.1.    Availability. Any Fixed Rate Amount of any Loan may bear
                  interest at a Fixed Rate. A Loan may accrue a different Fixed
                  Rate on different Fixed Rate Amounts simultaneously. A Fixed
                  Rate shall be effective to the extent the Lender responds to
                  any request therefor by the Borrower prior to the date such
                  Fixed Rate is to first accrue.

         12.2.    Confirmation. The Lender shall confirm any Fixed Rate to the
                  Borrower in writing which shall reference and confirm:

         (a)      The applicable Subject Note number;


                                       14
<PAGE>


         (b)      The applicable Fixed Rate Amount;

         (c)      The applicable Fixed Rate;

         (d)      The applicable date such Fixed Rate becomes effective;

         (e)      The number of days which will comprise the year over which
                  such Fixed Rate is to be computed; and

         (f)      The date upon which such Fixed Rate expires.

         12.3.    Rate After Interest Rate Period. Interest on any Fixed Rate
                  Amount shall accrue at the rate otherwise provided for
                  hereunder commencing the date following the last day of the
                  corresponding Interest Rate Period, which may, if the Borrower
                  has appropriately requested and the Lender has quoted, be a
                  new Fixed Rate.

                           13. CONDITIONS OF LENDING

         13.1.    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)      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;

         (c)      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;

         (d)      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;

         (e)      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;

         (f)      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;

         (g)      A favorable opinion of counsel for the Borrower, satisfactory
                  to the Lender, as to the matters set forth in Subsections
                  14.1, 14.2, 14.3, 14.5, 14.7 and 14.9 , and other matters as
                  requested by the Lender, satisfactory to the Lender and its
                  counsel;

         (h)      The Security Agreement and Mortgages duly executed by the
                  Borrower.


                                       15
<PAGE>


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

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



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

         (a)      The representations and warranties set forth in Section 14 are
                  true and correct in all material respects on the date hereof
                  and on the date of any Loan or Advance (as if made on the date
                  of such Loan or 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 such Loan or Advance.

         (e)      No Material Adverse Occurrence shall have occurred and be
                  continuing, which was not previously disclosed to the lender.

         (f)      Each request for a Loan or 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 14 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.

                       14. REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Lender as follows:

14.1     Organization, etc. The Borrower is a corporation validly organized,
         existing and in good standing under the laws of the State of Delaware,
         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.

14.2     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


                                       16
<PAGE>


         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.

14.3     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.

14.4     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.

14.5     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.

14.6     Title to Assets. Except for Liens permitted by Section 16.2, the
         Borrower has good and marketable title to all of its assets, real and
         personal.

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

14.8     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.

14.9     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


                                       17
<PAGE>


         inconsistent with, any regulations promulgated by the Board of
         Governors of the Federal Reserve System.

14.10    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.

14.11    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 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.

14.12    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).

14.13    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.

14.14    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.

14.15    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, or
         other relevant state statutes, 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, or other relevant state statutes, as
         amended) by execution of this Credit Agreement or any other of the Loan
         Documents, or consummation of the transactions contemplated thereby.

14.16    Survival of Representations. All representations and warranties
         contained in this Section 14 shall survive the delivery of the Notes
         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.

14.17    Environmental Matters.

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


                                       18
<PAGE>


                  (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 including without limitation the premises
                           legally described in the Mortgage.

         (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 material 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, 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.

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

                           15. AFFIRMATIVE COVENANTS

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

         15.1. 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, audited
                  financial statements of the Borrower, and all corporations and
                  subsidiaries, directly or indirectly controlled by the
                  Borrower, including without limitation a balance sheet, and
                  the related statements of income, retained earnings and cash
                  flows, 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 forty-five (45)
                  days after the last day of each quarterly fiscal period
                  unaudited financial statements of the Borrower consisting of a
                  balance sheet and the related statements of income, retained
                  earnings and cash flows


                                       19
<PAGE>


                  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;

         (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.

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

         15.3.    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.

         15.4.    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.

         15.5.    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


                                       20
<PAGE>


                  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.

         15.6.    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.

         15.7.    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
                  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.

         15.8.    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.

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

         15.10.   Net Working Capital. Maintain at all times net working capital
                  of at least $45,000,000.00.

         15.11.   Leverage Ratio. Maintain at all times a consolidated leverage
                  ratio not to exceed 4.00 : 1.00.

         15.12.   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


                                       21
<PAGE>


                  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.

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

                             16. NEGATIVE COVENANTS

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

         16.1.    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;
                  provided that the foregoing shall not prohibit any transaction
                  immediately after which;

         (a)      The Borrower is a surviving entity;

         (b)      Borrower's Tangible Net Worth is not less than the amount
                  thereof immediately prior thereto; and

         (c)      The aggregate price paid by the Borrower in all such
                  transactions in any consecutive twelve (12) month period is
                  not greater than $100,000,000;

         16.2     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 16.3 below.

         16.3     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 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 $1,000,000 in the aggregate during any fiscal
                  year of the Borrower.

         16.4     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.

         16.5     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, at any time any Default or Event of
                  Default has occurred and is continuing.


                                       22
<PAGE>


         16.6     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.

         16.7     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 16.7(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 Borrower's financial
                  statements;

         (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;

         (g)      Transitions and investments permitted under Section 16.1; and

         (h)      Investments not otherwise permitted in this Section 16.7 not
                  to exceed $1,000,000 in the aggregate (on a book value basis)
                  at any time outstanding.

                       17. EVENTS OF DEFAULT AND REMEDIES

         17.1     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 any of 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,


                                       23
<PAGE>


                  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 $500,000
                  (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.

         17.2. Remedies; Cumulative. If an Event of Default described in Section
         17.1(d) shall occur, the full unpaid balance of each of the Subject
         Notes (outstanding balance 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 each
         of the Subject Notes 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 hereby expressly
         waived), whereupon the full unpaid amount of each 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 11.8).

                               18. MISCELLANEOUS


                                       24
<PAGE>


         18.1     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 Subject Notes 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.

         18.2     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.

         18.3     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 18.3 shall
                  survive any termination of this Credit Agreement.

         18.4     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
                  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 Subject Notes, 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


                                       25
<PAGE>


                  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 any
                  of the Subject Notes.

         18.5     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.

         18.6     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.

         18.7     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.

         18.8     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.

         18.9     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.

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

         18.11    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.


                                       26
<PAGE>


         18.12    Indemnity. In addition to the payment of expenses pursuant to
                  Section 18.3, 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 18.12 shall survive the termination of this Credit Agreement
         and the discharge of the Borrower's other obligations hereunder.

         18.13    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.

         18.14    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 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
                  Borrower 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.


                                       27
<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 EQUIPMENT CO.,
                                               a Delaware 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


                                       28