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                                                                  Execution Copy

                       FIRST AMENDMENT TO CREDIT AGREEMENT

                  This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),
made and entered into as of May 4, 2000, is by and between RTW, Inc., a
Minnesota corporation (the "Borrower"), and U.S. Bank National Association, a
national banking association (the "Lender").

                                    RECITALS

                  1. The Lender and the Borrower entered into a Credit Agreement
dated as of March 31, 2000 (the "Credit Agreement"); and

                  2. The Borrower desires to amend certain provisions of the
Credit Agreement, and the Lender has agreed to make such amendments, subject to
the terms and conditions set forth in this Amendment.

                                    AGREEMENT

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
covenant and agree to be bound as follows:

                  SECTION 1. CAPITALIZED TERMS. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement, unless the context shall otherwise require.

                  SECTION 2. AMENDMENTS. The Credit Agreement is hereby amended
as follows:

                  2.1 RESTRICTED PAYMENTS. Section 6.7 of the Credit Agreement
is amended to read in its entirety as follows:

                           Section 6.7 Restricted Payments. The Borrower will
         not make any Restricted Payments, except as follows:

                  (i)      the Borrower may redeem stock purchased by employees
                           pursuant to incentive plans, provided that the
                           aggregate redemption price paid for such stock shall
                           not exceed $250,000 in any single fiscal year; and

                  (ii)     the Borrower may purchase up to $4,000,000 of its
                           common stock through a share repurchase program.


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                  SECTION 3. EFFECTIVENESS OF AMENDMENTS. The amendments
contained in this Amendment shall become effective upon delivery by the Borrower
of, and compliance by the Borrower with, the following:

                  (a) This Amendment, duly executed by the Borrower.

                  (b) A copy of the resolutions of the Board of Directors of the
         Borrower authorizing the execution, delivery and performance of this
         Amendment, certified as true and accurate by its Secretary or Assistant
         Secretary, along with a certification by such Secretary or Assistant
         Secretary (i) certifying that there has been no amendment to the
         Articles of Incorporation or Bylaws of the Borrower since true and
         accurate copies of the same were delivered to the Lender with a
         certificate of the Secretary of the Borrower dated March 31, 2000, and
         (ii) identifying each officer of the Borrower authorized to execute
         this Amendment and any other instrument or agreement executed by the
         Borrower in connection with this Amendment (collectively, the
         "Amendment Documents"), and certifying as to specimens of such
         officer's signature and such officer's incumbency in such offices as
         such officer holds.

                  (c) Certified copies of all documents evidencing any necessary
         corporate action, consent or governmental or regulatory approval (if
         any) with respect to this Amendment.

                  (d) The Borrower shall have satisfied such other conditions as
         specified by the Lender, including payment of all unpaid legal fees and
         expenses incurred by the Lender through the date of this Amendment in
         connection with the Credit Agreement and the Amendment Documents.

                  SECTION 4. REPRESENTATIONS, WARRANTIES, AUTHORITY, NO ADVERSE
CLAIM.

                  4.1 REASSERTION OF REPRESENTATIONS AND WARRANTIES, NO DEFAULT.
The Borrower hereby represents that on and as of the date hereof and after
giving effect to this Amendment (a) all of the representations and warranties
contained in the Credit Agreement are true, correct and complete in all respects
as of the date hereof as though made on and as of such date, except for changes
permitted by the terms of the Credit Agreement, and (b) there will exist no
Default or Event of Default under the Credit Agreement as amended by this
Amendment on such date which has not been waived by the Lender.

                  4.2 AUTHORITY, NO CONFLICT, NO CONSENT REQUIRED. The Borrower
represents and warrants that the Borrower has the power and legal right and
authority to enter into the Amendment Documents and has duly authorized as
appropriate the execution and delivery of the Amendment Documents and other
agreements and documents executed and delivered by the Borrower in connection
herewith or therewith by proper corporate, and none of the Amendment Documents
nor the agreements contained herein or therein contravenes or


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constitutes a default under any agreement, instrument or indenture to which the
Borrower is a party or a signatory or a provision of the Borrower's Articles of
Incorporation, Bylaws or any other agreement or requirement of law, or result in
the imposition of any Lien on any of its property under any agreement binding on
or applicable to the Borrower or any of its property except, if any, in favor of
the Lender. The Borrower represents and warrants that no consent, approval or
authorization of or registration or declaration with any Person, including but
not limited to any governmental authority, is required in connection with the
execution and delivery by the Borrower of the Amendment Documents or other
agreements and documents executed and delivered by the Borrower in connection
therewith or the performance of obligations of the Borrower therein described,
except for those which the Borrower has obtained or provided and as to which the
Borrower has delivered certified copies of documents evidencing each such action
to the Lender.

                  4.3 NO ADVERSE CLAIM. The Borrower warrants, acknowledges and
agrees that no events have been taken place and no circumstances exist at the
date hereof which would give the Borrower a basis to assert a defense, offset or
counterclaim to any claim of the Lender with respect to the Obligations.

                  SECTION 5. AFFIRMATION OF CREDIT AGREEMENT, FURTHER
REFERENCES, AFFIRMATION OF SECURITY INTEREST. The Lender and the Borrower each
acknowledge and affirm that the Credit Agreement, as hereby amended, is hereby
ratified and confirmed in all respects and all terms, conditions and provisions
of the Credit Agreement, except as amended by this Amendment, shall remain
unmodified and in full force and effect. All references in any document or
instrument to the Credit Agreement are hereby amended and shall refer to the
Credit Agreement as amended by this Amendment. The Borrower confirms to the
Lender that the Obligations are and continue to be secured by the security
interest granted by the Borrower in favor of the Lender under that certain
pledge agreement dated March 31, 2000, and made by the Borrower in favor of the
Lender, and all of the terms, conditions, provisions, agreements, requirements,
promises, obligations, duties, covenants and representations of the Borrower
under such documents and any and all other documents and agreements entered into
with respect to the obligations under the Credit Agreement are incorporated
herein by reference and are hereby ratified and affirmed in all respects by the
Borrower.

                  SECTION 6. MERGER AND INTEGRATION, SUPERSEDING EFFECT. This
Amendment, from and after the date hereof, embodies the entire agreement and
understanding between the parties hereto and supersedes and has merged into this
Amendment all prior oral and written agreements on the same subjects by and
between the parties hereto with the effect that this Amendment, shall control
with respect to the specific subjects hereof and thereof.

                  SECTION 7. SEVERABILITY. Whenever possible, each provision of
this Amendment and the other Amendment Documents and any other statement,
instrument or transaction contemplated hereby or thereby or relating hereto or
thereto shall be interpreted in such manner as to be effective, valid and
enforceable under the applicable law of any


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jurisdiction, but, if any provision of this Amendment, the other Amendment
Documents or any other statement, instrument or transaction contemplated hereby
or thereby or relating hereto or thereto shall be held to be prohibited, invalid
or unenforceable under the applicable law, such provision shall be ineffective
in such jurisdiction only to the extent of such prohibition, invalidity or
unenforceability, without invalidating or rendering unenforceable the remainder
of such provision or the remaining provisions of this Amendment, the other
Amendment Documents or any other statement, instrument or transaction
contemplated hereby or thereby or relating hereto or thereto in such
jurisdiction, or affecting the effectiveness, validity or enforceability of such
provision in any other jurisdiction.

                  SECTION 8. SUCCESSORS. The Amendment Documents shall be
binding upon the Borrower and the Lender and their respective successors and
assigns, and shall inure to the benefit of the Borrower and the Lender and the
successors and assigns of the Lender.

                  SECTION 9. LEGAL EXPENSES. As provided in Section 8.2 of the
Credit Agreement, the Borrower agrees to reimburse the Lender, upon execution of
this Amendment, for all reasonable out-of-pocket expenses (including attorney'
fees and legal expenses of Dorsey & Whitney LLP, counsel for the Lender)
incurred in connection with the Credit Agreement, including in connection with
the negotiation, preparation and execution of the Amendment Documents and all
other documents negotiated, prepared and executed in connection with the
Amendment Documents, and in enforcing the obligations of the Borrower under the
Amendment Documents, and to pay and save the Lender harmless from all liability
for, any stamp or other taxes which may be payable with respect to the execution
or delivery of the Amendment Documents, which obligations of the Borrower shall
survive any termination of the Credit Agreement.

                  SECTION 10. HEADINGS. The headings of various sections of this
Amendment have been inserted for reference only and shall not be deemed to be a
part of this Amendment.

                  SECTION 11. COUNTERPARTS. The Amendment Documents may be
executed in several counterparts as deemed necessary or convenient, each of
which, when so executed, shall be deemed an original, provided that all such
counterparts shall be regarded as one and the same document, and either party to
the Amendment Documents may execute any such agreement by executing a
counterpart of such agreement.

                  SECTION 12. GOVERNING LAW. THE AMENDMENT DOCUMENTS SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT
TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.


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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date and year first above written.


BORROWER:                                RTW, INC.


                                         By:    J B MURPHY
                                             -----------------------------------

                                         Title: /s/ Chief Financial Officer
                                                --------------------------------




LENDER:                                  U.S. BANK NATIONAL ASSOCIATION


                                         By:    JASON S. TORNOW
                                             -----------------------------------

                                         Title: /s/ Corporate Banking Officer
                                                --------------------------------



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