EXHIBIT 10.1


                               AG CAPITAL COMPANY
                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT made and entered into as of July 15, 1999 (the
"Effective Date"), by and among RDO FINANCIAL SERVICES CO., a North Dakota
corporation (the "Borrower"), whose address is 1500 Radisson Tower, 201 5th
Street, Fargo, North Dakota 58102, NORWEST BANK NORTH DAKOTA, N.A., a national
banking association whose address is 406 Main Avenue, Fargo, North Dakota 58126,
as a lender hereunder ("Norwest") and AG CAPITAL COMPANY, a Delaware
corporation, whose address is 1500 Radisson Tower, 201 North 5th Street, Fargo,
North Dakota 58102, as a lender hereunder and as agent for all the lenders
hereunder (the "Agent") (Norwest and Agent are sometimes hereunder individually
referred to as a "Lender", and collectively referred to as "Lenders").

                                    RECITALS


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

         2. The Borrower and the Lenders mutually desire to set forth the terms
under which the Lenders 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 Lenders 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
Lenders agree as follows:

                                 1. DEFINITIONS

         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:

         "ACC" means Ag Capital Company, a Delaware corporation.

         "Advance" means any advance by the Lenders made under the Receivable
Commitment.

         "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.

         "Agent" means ACC in its capacity as agent hereunder, and any successor
agent appointed pursuant to Section 9.15(j).

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

         "Borrower" means RDO Financial Services Company, a North Dakota
corporation.

         "Business Day" means any day on which all of the Lenders are 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:


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

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

         "Collateral" means all of the assets of the Borrower or any other party
in which the Lenders hold 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 Lenders.

         "Credit and Collection Policy" means the Borrower's policies and
procedures for the origination, servicing, collection and enforcement of its
financial assets.

         "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 of 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.

         "Eligible Receivables" means all Eligible Retail Receivables and all
Eligible Store Receivables.

         "Eligible Retail Receivable" has the meaning assigned to that term in
the Receivables Purchase Agreement, as of the date of this Credit Agreement,
with respect to any Receivable (as defined in the Receivables Purchase
Agreement) owned by the Borrower and which is in form and subject to
documentation acceptable to all the Lenders; and

         "Eligible Store Receivable" means any loan, retail installment contract
or other indebtedness or equipment lease originated by RDO Equipment Co., a
Delaware corporation ("RDOE"), whether constituting chattel paper, an
instrument, an account or general intangible acquired by the Borrower from RDOE
which (i) satisfies the requirements described in subparagraphs (i), (ii),
(iv)-(vii), (ix)-(xi) and (xix) of the definition of Eligible Receivable in the
Receivables Purchase Agreement, as of the date of this Credit Agreement; (ii) is
not more than 120 days past due on any installment; (ii) is owned by Borrower
free and clear of any lien or encumbrance and which may be pledged by the
Borrower to Lenders as Collateral; and (iv) is in form or subject to
documentation acceptable to all the Lenders.

         "Environmental Laws" has the meaning set forth in Section 5.17.


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         "Equity Ratio" means the ratio of the total equity of the Borrower and
its Subsidiaries (but excluding the Borrower's corporate parents) to the total
assets of the Borrower and its Subsidiaries (but excluding the Borrower's
corporate parent), as determined on a consolidated basis in accordance with
GAAP.

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

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

         "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, and certain other
accounting principles which have substantial authoritative support.

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

         "Lenders" means Ag Capital Company, a Delaware corporation, and Norwest
Bank North Dakota, N.A., a national banking association, or their respective
successors and assigns.

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

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

         "Loan" means the Receivable Loan.

         "Loan Documents" means this Credit Agreement, the Subject Notes and the
Security Agreement, and such other documents as the Lenders 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.

         "Majority Lenders" means Lenders with an aggregate Percentage of at
least 66-2/3%.

         "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 reasonable judgment of
the Majority Lenders, the ability of the Borrower to perform its obligations
under the Loan Documents.

         "Maturity" of the Subject Notes means the earlier of (a) the date on
which the Subject Notes becomes due and payable upon the occurrence of an Event
of Default; or (b) (i) January 15, 2000, unless extended in writing by all the
parties hereto in their sole discretion.

         "Non-Eligible Receivable" means any Receivable (as defined in the
Receivables Purchase Agreement, as of the date of this Credit Agreement,) owned
by the Borrower which is not an Eligible Receivable and which is in form or
subject to documentation acceptable to all of the Lenders. A Non-


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Eligible Receivable excludes defaulted receivables, receivables that are past
due for more than 120 days and receivables in bankruptcy or liquidation.

         "Percentage" means, as to any Lender, the percentage derived by
dividing such Lender's Receivable Commitment by the sum of all Lenders'
Receivable Commitments.

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

         "Purchase and Contribution Agreement" means that certain Purchase and
Contribution Agreement, dated as of September 24, 1997, between Ag Capital
Company, ACL Company, LLC, Farmers Equipment Rental Inc., and RDO Securitization
Corp., as amended by that certain First Amendment to the Purchase and
Contribution Agreement, dated as of January 30, 1998, as may be further amended
from time to time, and any similar agreement pursuant to which the Borrower may
transfer receivables and other obligations in "true sale" transactions.

         "Receivable Borrowing Base" means, at any time, the lesser of (a)
$20,000,000 or (b) the sum of (i) ninety percent (90%) of the Borrower's
Eligible Retail Receivables; (ii) eighty percent (80%) of the Borrower's
Non-Eligible Receivables; plus (iii) eighty-five percent (85%) of all Eligible
Store Receivables all as determined in accordance with GAAP, as set forth on the
most recent Retail Receivable Borrowing Base Certificate required to be
submitted hereunder.

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

         "Receivable Commitment" means the maximum principal amount each Lender
may in its discretion determine to extend as part of the Advances up to the
amount set forth next to the signature line of each such Lender hereto.

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

         "Receivable Note(s)" means, individually or collectively, the
Receivable Note(s), dated July 15, 1999, made by the Borrower payable to the
order of each of the Lenders, the aggregate original principal amount of which
is Twenty Million Dollars ($20,000,000), and the individual original principal
amount of which is the Receivable Commitment of the applicable Lender, together
with all extensions, renewals, modifications, substitutions and changes in form
thereof effected by written agreement between the Borrower and all of the
Lenders.

         "Receivables Purchase Agreement" means that certain Receivables
Purchase Agreement dated as of September 24, 1997 among RDO Securitization
Corp., Ag Capital Company, Pooled Accounts Receivable Capital Corporation and
Nesbitt Burns Securities Inc., as amended or replaced from time to time.

         "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
Majority Lenders 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 any of the Lenders (or any such Lender's successors or
assigns); or (b) regulation, interpretation, directive or request (whether or


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not having the force of law) applying or in the reasonable opinion of the
Lenders (or their successors or assigns) applicable to, the Lenders (or their
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 Lenders (or their successors or assigns).

         "Security Agreement" means the Security Agreement, dated July 15, 1999,
executed by the Borrower in favor of the Lenders, and such other previously
executed security agreements, as originally executed and as may be amended,
modified or supplemented from time to time by written agreement between the
Borrower and the Lenders.

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

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

         "Termination Date" means the earlier of (a) January 15, 2000 (unless
extended in writing by the parties hereto in their sole discretion); or (b) the
date upon which the Lenders' willingness to consider making Advances is
terminated pursuant to Section 2.7.

                             2. THE RECEIVABLE LOAN

         2.1. Discretionary Receivable Loans. Subject to the Conditions of
         Lending set forth in Section 4 hereof, each Lender may, in its sole
         discretion, make Advances to the Borrower up to its Receivable
         Commitment from time to time from the date of this Credit Agreement
         through the Termination Date; provided, however, that such Lender shall
         not consider making any such Advance, if after giving effect to such
         Advance, the aggregate outstanding principal amount of all Advances
         would exceed the then current Retail Receivable Borrowing Base. Within
         the limits set forth above, the Borrower may borrow, repay and request
         additional Advances under the Receivable Notes. Each Advance by any
         Lender shall be in the Lender's sole discretion, and such Lender need
         not show that an adverse change in the Borrower's condition, financial
         or otherwise, has occurred, or that the conditions in Section 4 have
         not been met, in order to refuse to make any requested Advance.

         2.2. The Receivable Note(s). All Advances pursuant to the Receivable
         Commitments shall be evidenced by, and the Borrower shall repay such
         Advances to each Lender in accordance with, the terms of the Receivable
         Note(s).

         2.3. Records of Advances and Payments. The aggregate amount of all
         unpaid Advances made pursuant to the Receivable Commitments set forth
         on the records of the Lenders shall be rebuttable presumptive evidence
         of the principal amount owing and unpaid on the Receivable Note(s).

         2.4. Payments and Interest on the Receivable Note.

                  (a) The Borrower agrees to pay interest on the outstanding
         principal amount of the Receivable Note(s) from the date hereof until
         paid in full at a rate per annum equal to the one month LIBOR plus 250
         basis points, determined two (2) Business Days prior to the first
         Business Day of the then current calendar week and fixed until the
         first Business Day of the following calendar week.


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                  (b) After the date hereof, interest accrued on the Receivable
         Note(s) through the end of each calendar month shall be payable on the
         first (1st) day of the following calendar month, commencing August 1,
         1999, and at Maturity, when the entire outstanding principal amount and
         accrued interest shall be due and payable. Interest accrued after
         Maturity shall be payable upon demand.

                  (c) (Intentionally omitted)

                  (d) The Borrower shall also be required to immediately pay
         such amount of principal outstanding on the Receivable Note(s) as is
         necessary to cause the aggregate amount outstanding thereon to not
         exceed the amount of the Receivable Borrowing Base set forth on the
         most recent Receivable Borrowing Base Certificate dated more than 30
         days prior unless such amount outstanding is not greater than the most
         recently submitted Receivable Borrowing Base Certificate.

         2.5. Manner of Borrowing.

                  (a) The Borrower shall give the Agent written or telephonic
         notice of each requested Advance under the Receivable Commitment by not
         later than 12:00 p.m. (Minneapolis time) on the date such Advance is to
         be made.

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

                  (c) Upon receipt of notice of a request for an Advance
         described in Section 2.5(a) above, the Agent will promptly notify each
         Lender thereof and of the amount of such Lender's Percentage of such
         Advance.

                  (d) Any Lender that elects to make its Percentage of any
         requested Advance will make the amount of its Percentage of such
         Advance available to the Agent for the account of the Borrower at the
         Agent's office by 2:00 p.m. (Minneapolis time) on the date requested
         for such Advance. The proceeds of all such requested Advances will then
         be made available to the Borrower by the Agent by deposit thereof to an
         account designated by the Borrower or as otherwise indicated in the
         Borrower's corresponding request; provided, that the initial Advances
         hereunder shall be applied to pay the amounts owing by the Borrower to
         ACC under that First Amended and Restated Credit Agreement dated as of
         October 1, 1998.

                  (e) (i) Unless the Agent shall have received notice from a
         Lender with respect to any Advance, prior to any proposed Advance, that
         such Lender will not make available to the Agent as and when required
         hereunder for the account of the Borrower the amount of that Lender's
         Percentage of such Advance, the Agent may, in its sole discretion and
         at its sole risk, assume that each Lender has made such amount
         available to the Agent in immediately available funds on the date
         required and the Agent may (but shall not be so required to), in
         reliance upon such assumption, make available to the Borrower on such
         date a corresponding amount. If and to the extent any Lender shall not
         have made its full amount available to the Agent in immediately
         available funds and the Agent in such circumstances has made available
         to the Borrower such amount, the Lender shall, if it has determined in
         its discretion to make its Percentage of such Advance, make such amount
         so available to the Agent on the next Business Day following the


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         date of such Advance make such amount available to the Agent, together
         with interest as payable under the Receivable Notes for and determined
         as of each day during such period. (ii) If any Lender has determined to
         not make its Percentage of such Advance or if such amount is not made
         available to the Agent on the next Business Day following the date of
         the Advance, the Agent may, at its option (A) notify the Borrower of
         such Lender's election not to fund and, upon demand by the Agent, the
         Borrower shall pay such amount to the Agent for the Agent's account,
         together with interest thereon for each day elapsed since the date of
         such Advance, at a rate per annum equal to the interest rate applicable
         at the time to the Loans comprising such Advance or (B) treat the
         amounts so made available to the Borrower by the Agent in lieu of the
         Percentage of such Advance which such Lender declined to make, as the
         purchase of a percentage participation in the Receivable Note made
         payable to such Lender, in an amount equal to such amount so made
         available by the Agent divided by the sum of the principal of such
         amount and the other principal amounts outstanding under such
         Receivable Note. In such event, the Agent shall enter into a
         participation agreement with the Lender who declined to make the
         Advance, on terms and conditions satisfactory to such Lender.

                  (f) No Lender shall be responsible for the determination of
         any other Lender to not make its Percentage of any Advance to be made
         by such other Lender on any date.

                  (g) If, other than as expressly provided elsewhere herein, any
         Lender shall obtain on account of any part of any Advance made by it,
         any payment (whether voluntary, involuntary, through the exercise of
         any right of set-off, or otherwise) in excess of its Percentage of such
         Advance (or other share contemplated hereunder) of payments on account
         of the Advances obtained by all the Lenders, such Lender shall
         forthwith (a) notify the Agent of such fact, and (b) purchase from the
         other Lenders such participations in the Advances made by them as shall
         be necessary to cause such purchasing Lender to share the excess
         payment ratably with each of them; provided, however, that if all or
         any portion of such excess payment is thereafter recovered from the
         purchasing Lender, such purchase shall to that extent be rescinded and
         each other Lender shall repay to the purchasing Lender the purchase
         price paid therefor, together with an amount equal to such Lender's
         percentage (according to the proportion of (i) the amount of such
         paying Lender's required repayment to (ii) the total amount so
         recovered from the purchasing Lender) of any interest or other amount
         paid or payable by the purchasing Lender in respect of the total amount
         so recovered. The Borrower agrees that any Lender so purchasing a
         participation from another Lender pursuant to this paragraph may, to
         the fullest extent permitted by law, exercise all its rights of payment
         (including the right of set-off, but subject to Section 9.16) with
         respect to such participation as fully as if such Lender were the
         direct creditor of the borrower in the amount of such participation.
         The Agent will keep records (which shall be conclusive and binding in
         the absence of manifest error) of participations purchased pursuant to
         this paragraph and will in each case notify the Lenders following any
         such purchases or repayments.

                  (h) All Advances and repayments shall be effected so that
         after giving effect thereto all Loans shall be pro rata among the
         Lenders according to their Percentages.

         2.6. Payments. Any other provision of this Credit Agreement to the
         contrary notwithstanding, the Borrower shall make all payments of
         interest on and principal of the Receivable Note(s) to the Agent for
         the ratable account of the Lenders at the Agent's office shown on the
         first page hereof (or to such other locations as may from time to time
         be specified by the Agent). The Agent will promptly distribute to each
         Lender its percentage of such payment in like funds received.


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         2.7. Termination. The Lenders' consideration of requests to make
         Advances under the Receivable Commitment shall terminate:

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

                  (b) Immediately and without further action upon the occurrence
         of an Event of Default of the nature referred to in Subsection 8.10; or

                  (c) Immediately when any Event of Default (other than one of
         the nature specified in Subsection 8.10) shall have occurred and be
         continuing and either (i) the Majority Lenders shall have demanded
         payment of the Receivable Note(s) or (ii) the Majority Lenders shall
         elect to terminate any such future consideration by giving notice to
         Borrower.

                             3. GENERAL PROVISIONS

         3.1. 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 and 360 days to the extent such interest is computed based on the
         Reference Rate. 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 Lenders 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.

                  (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.

         3.2. Default Rate; Late Payment. Notwithstanding anything to the
         contrary herein, upon the occurrence and during the continuation of an
         Event of Default, the Borrower shall pay interest on the outstanding
         principal amount of 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 the greater of 1% of
         the past due amount or $25.00 with respect to any installment on any
         Subject Note paid after the date it is due, to compensate Lenders for
         the administrative expenses associated with such past-due payments,
         subject to the maximum allowable late payment under North Dakota law.

         3.3. Security. The indebtedness, liabilities and other obligations of
         the Borrower to the Lenders 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 Lenders as security for the
         obligations to the Lenders.

         3.4. [Intentionally omitted]

         3.5. Increased Costs. If any Regulatory Change or other change in any
         existing law, rule or regulation or in the interpretation or
         administration thereof by any governmental authority, central bank or
         comparable agency shall subject the Lender or one or more of its
         sources of financing to increased costs, the Borrower shall pay to the
         Lenders within fifteen (15) days of


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         demand therefor, Borrower's pro rata share (based on the amount of all
         loans outstanding from the Lenders) of any such amount required to
         compensate the Lenders or such other Persons for such costs.

         3.6. Collateral Allocation. To the extent the Lenders receive proceeds
         of any Collateral after the exercise of remedies provided for in
         Section 8.2 it shall be applied first to any obligations of the
         Borrower relating to or arising under the Receivable Note(s) and Loan,
         and then to all the other obligations to the Lenders under the Loan
         Documents.

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

                            4. CONDITIONS OF LENDING

         4.1. Conditions Precedent. This Credit Agreement and the Lenders'
         willingness to consider making Advances hereunder are subject to
         receipt, on or prior to the date hereof, by the Lenders of the
         following, each to be in form and substance satisfactory to all the
         Lenders, unless all the Lenders waive receipt of any of the following
         in writing:

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

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

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

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

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

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

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

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


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                  (i) A favorable opinion of counsel for the Borrower,
         satisfactory to the Lenders, as to the matters set forth in Subsections
         5.1, 5.2, 5.3, 5.5, 5.7 and 5.9 (delivered not later than 10 days from
         the date hereof), and other matters as requested by the Lenders,
         satisfactory to the Lenders and their counsel;

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

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

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

         4.2. Conditions Precedent to all Loans and Advances. The Lenders'
         consideration of any request to make any Loan or Advance hereunder,
         including the initial Loans or Advances, is subject to the satisfaction
         of each of the following, unless waived in writing by the Majority
         Lenders:

                  (a) The representations and warranties set forth in Section 5
         are true and correct in all material respects on the date hereof and on
         the date of any 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
         Lenders 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.

                  (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 5 are true
         and correct with the same effect as if then made, except to the extent
         such statements expressly relate solely to an earlier date.

                       5. REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Lenders as follows:

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


                                       10
<PAGE>


         necessary. The Borrower has full power and authority to enter into and
         perform its obligations under the Loan Documents and to obtain the
         loans and Advances hereunder.

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

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

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

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

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

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

         5.8. Guarantees and Indebtedness. Except as disclosed on financial
         statements of the Borrower furnished to the Lenders, 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 Lenders under
         this Credit Agreement and as permitted under Section 7.3.


                                       11
<PAGE>


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

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

         5.11. Accuracy of Information. All factual information furnished by or
         on behalf of the Borrower to the Lenders 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 Lenders 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.

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

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

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

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

         5.16. Survival of Representations. All representations and warranties
         contained in this Section 5 shall survive the delivery of the Notes and
         the making of the Loans and Advances evidenced


                                       12
<PAGE>


         thereby and any investigation at any time made by or on behalf of
         Lenders shall not diminish its rights to rely thereon.

         5.17. Environmental Matters.

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

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

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

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

                  (b) To the Borrower's best knowledge, there are not present
         in, on or under the Premises any Hazardous Substances in such form or
         quantity as to create any liability or obligation for either the
         Borrower or the Lenders 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.

         5.18. Subsidiaries. The Borrower has the Subsidiaries listed on the
         financial statements previously delivered to the Lenders. Borrower has
         informed the Lenders of any Subsidiaries acquired after the date hereof
         as permitted by this Credit Agreement.

                            6. AFFIRMATIVE COVENANTS

         As long as there remains any amount outstanding under the Subject Notes
or if later, until the Termination Date, the Borrower shall, unless waived in
writing by the Majority Lenders:

         6.1. Financial Statements and Reports. Furnish to the Lenders, 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 RDO Equipment Co. with appropriate detail of the Borrower
         prepared on a consolidated basis, certified by certified public
         accountants


                                       13
<PAGE>


         satisfactory to the Majority Lenders to have been prepared in
         accordance with GAAP consistently applied;

                  (b) As soon as available, but in any event within ninety (90)
         days after each fiscal year end, an annual operating budget and cash
         flow forecast for the Borrower and its Subsidiaries for the fiscal year
         immediately following such fiscal year end;

                  (c) As soon as available, but in any event within thirty (30)
         days after the last day of each monthly fiscal period (i) unaudited
         financial statements of the Borrower and its Subsidiaries consisting of
         a balance sheet and the related statements of income, retained earnings
         and cash flows prepared on a consolidated basis dated as of the last
         Business Day of such monthly fiscal period in form and detail as
         reasonably required by the Majority Lenders 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; and (ii) a report of all Eligible
         Receivable and Non-Eligible Receivables and any other receivables,
         whether or not Collateral, outstanding on the last day of such monthly
         fiscal period including the extent to which they were past due on such
         day (and the extent to which either more than 30, 60, 90 or 120 days
         past due), and the Borrower's proposed action plan for all such
         Receivables more than 90 days past due;

                  (d) Within 30 days of each fiscal month a completed Receivable
         Borrowing Base Certificate dated as of the last day of such fiscal
         month.

                  (e) 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;

                  (f) 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;

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

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

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

         6.4. Notices. As soon as practicable, give notice to the Lenders 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 Lenders which has been instituted or, to the


                                       14
<PAGE>


         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 Lenders which
         if determined adversely to the Borrower would constitute a Material
         Adverse Occurrence; and

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

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

         6.6. Books and Records; Investigation.

                  (a) Keep books and records reflecting all of its business
         affairs and transactions in accordance with GAAP consistently applied
         and permit the Lenders, and their 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.

                  (b) Borrower agrees to permit Norwest Business Credit to
         review and analyze the Collateral (at the Borrower's expense) and
         acknowledges and agrees that Norwest may, based thereon, and upon ten
         (10) Business Days prior notice to the Borrower, thereafter
         unilaterally amend the definition of Receivable Borrowing Base.

         6.7. Insurance. Procure and maintain insurance with financially sound
         and reputable insurers, insurance with respect to the Collateral and
         its other property against damage and loss by theft, fire, collision
         (in the case of motor vehicles) and such other risks as are required by
         the Lenders 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 Agent 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 Majority Lenders may require and/or that may
         be required under any of the Loan Documents, all in such amounts as may
         be required by the Majority Lenders. Policies of all such insurance
         shall contain an agreement by the insurer to provide the Agent thirty
         (30) days prior written notice of cancellation and an agreement that
         the Agent'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


                                       15
<PAGE>


         those permitted by such policies. The Borrower shall provide evidence
         of such insurance and the policies of insurance or copies thereof to
         any Lender upon request.

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

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

         6.10. Year 2000. Borrower has reviewed the areas within its business
         and operations which could be adversely affected by, and has developed
         or is developing a program to address on a timely basis, the "Year 2000
         Problem" (that is, the risk that computer applications used by Borrower
         may be unable to recognize and perform properly date-sensitive
         functions involving certain dates prior to and any date after December
         31, 1999), and has made related appropriate inquiry of material
         suppliers and vendors. Based on such review and program, the Borrower
         believes that the "Year 2000 Problem" will not have a material adverse
         effect on the Borrower. Statements of financial performance and
         compliance certificates required to be provided by the Borrower to the
         Lenders herein shall: (i) include a statement that the Year 2000
         remediation efforts of the Borrower are proceeding as scheduled, and
         (ii) indicate whether an auditor, regulator or third party consultant
         has issued a management letter or other communication regarding the
         Year 2000 program or progress of the Borrower.

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

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

         6.13. Credit and Collection Policy. Borrower will maintain, perform and
         comply with all material provisions of the Credit and Collection
         Policy, will make no change thereto without the prior written consent
         of the Lenders and will implement all changes thereto reasonably
         proposed by Lenders.

                             7. NEGATIVE COVENANTS

         As long as there remains any amount outstanding under the Subject Notes
or if later, until the Termination Date, the Borrower shall not, unless waived
in writing by the Majority Lenders:

         7.1. Consolidation; Merger; Sale of Assets; Acquisitions. Consolidate
         with or merge into or with any other entity; or sell (other than sales
         of inventory in the ordinary course of business or in connection with
         the Purchase and Contribution Agreement), 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.


                                       16
<PAGE>


         7.2. Liens. Create, incur, assume or suffer to exist any Lien or any of
         its property, real or personal, except (a) Liens in favor of the
         Lenders pursuant to this Credit Agreement; (b) Liens set forth on
         Schedule 7.2; (c) Liens for current taxes and assessments which are not
         yet due and payable; (d) sales of assets in connection with the
         Purchase and Contribution Agreement; and (e) Liens contemplated under
         Section 7.3(d).

         7.3. Additional Indebtedness. Create, incur, assume or suffer to exist
         any indebtedness except: (a) indebtedness in favor of the Lenders under
         this Credit Agreement; (b) current liabilities incurred in the ordinary
         course of business; (c) indebtedness existing on the date of this
         Credit Agreement and set forth in Schedule 7.3; (d) loans up to
         $5,000,000 to fund Borrower's acquisition and holding of RDO
         Securitization Corp. and any other special purpose entity related to
         the securitization of Borrower's assets, as to which loans Borrower may
         grant as collateral only its interests in such special purpose
         entities; and (e) unsecured intercompany loans from RDO Equipment Co.

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

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

         7.6. Dividends.Declare or pay any dividends, purchase, redeem, retire
         or otherwise acquire for value any of its capital stock now or
         hereafter outstanding, return any capital to its stockholders as such,
         or make any distribution of assets to its stockholders as such without
         the prior written approval of all the Lenders, except that provided no
         Default or Event of Default has occurred or is occurring under this
         Credit Agreement, Borrower may allocate earnings to RDO Equipment Co.

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

                  (a) Investments in direct obligations of the United States of
         America or any agency or instrumentality thereof whose obligations
         constitute the full faith and credit obligations of the United States
         of America having a maturity of one (1) year or less, commercial paper
         issued by a U.S. corporation rated "A-1" or "A-2" by Standard & Poor's
         Ratings Services or "P-1" or "P-2" by Moody's Investors Service,
         investments in money market mutual funds whose underlying assets are
         exclusively investments which would otherwise be permitted investments
         under this Section 7.7(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;


                                       17
<PAGE>


                  (d) Existing investments as described in the financial
         statements previously delivered to the Lenders and investments
         described in Section 7.3(d);

                  (e) Investments constituting transactions made in the ordinary
         course of business of the Borrower, including but not limited to
         investments in RDO Securitization Corp.;

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

                  (g) Investments not otherwise permitted in this Section 7.7
         not to exceed $250,000 in the aggregate (on a book value basis) at any
         time outstanding.

         7.8. Equity Ratio. Not permit its Equity Ratio to be less than .15 to
         1.00 for more than five (5) Business Days after the end of each fiscal
         month.

                       8. EVENTS OF DEFAULT AND REMEDIES

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

                  (a) The Borrower shall default in the payment when due, or if
         payable on demand, upon demand, of any principal or interest on 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 (other than a default of the covenant in
         Section 7.8, as to which no notice or additional time shall be required
         to constitute an Event of Default) shall continue unremedied for a
         period of thirty (30) days after notice from the Majority Lenders to
         the Borrower thereof; or

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

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

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

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

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


                                       18
<PAGE>


                  (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 Majority Lenders shall in good faith deem themselves
         insecure.

         8.2. Remedies; Cumulative. If an Event of Default described in Section
         8.1 (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 Lenders shall automatically be due
         and payable without declaration, notice, presentment, protest or demand
         of any kind (all of which are hereby expressly waived). If any other
         Event of Default shall occur and be continuing, the Agent shall, at the
         request of the Majority Lenders, or may, with the consent of the
         Majority Lenders declare the outstanding balance of the each of the
         Subject Notes and all other obligations of the Borrower to the Lenders
         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 Lenders shall become
         immediately due and payable. Upon any Event of Default, the Agent
         shall, at the request of, or with the consent of the Majority Lenders
         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 Lenders, 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 the Lenders to the Borrower to the payment of the
         Subject Notes, and all other obligations of the Borrower hereunder, in
         such order as the Majority Lenders elect (subject to Section 3.6).

                                9. MISCELLANEOUS

         9.1. Waivers, Amendments. Except as otherwise specifically provided for
         herein, no amendment or waiver of any provision of this Credit
         Agreement or any other Loan Document, and no consent with respect to
         any departure therefrom by the Borrower, shall be effective unless the
         same shall be in writing and signed by the Majority Lenders (or by the
         Agent at the written request of the Majority Lenders) and the Borrower,
         and then such waiver shall be effective only in the specific instance
         and for the specific purpose for which given; provided, however, that
         no such waiver, amendment, or consent shall, unless in writing and
         signed by all the Lenders, the Borrower and acknowledged by the Agent,
         do any of the following:

                  (a) increase or extend the Commitment of any Lender;

                  (b) postpone or delay any date fixed for any payment of
         principal, interest, fees or other amounts due to the Lenders (or any
         of them) hereunder or under any Loan Document;

                  (c) reduce the principal of, or the rate of interest specified
         herein on any Loan, or of any fees or other amounts payable hereunder
         or under any Loan Document;

                  (d) change the percentage of the Commitments or of the
         aggregate unpaid principal amount of the Loans which shall be required
         for the Lenders or any of them to take any action under any Loan
         Document;

                  (e) amend this Section 9.1 or Section 2.5(g); or


                                       19
<PAGE>


                  (f) release any Collateral or otherwise amend the Security
         Agreement;

         and, provided, further, that no amendment, waiver or consent shall,
         unless in writing and signed by the Agent in addition to the Majority
         Lenders or all the Lenders, as the case may be, affect the rights or
         duties of the Agent under this Agreement or any other Loan Document.

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

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

         9.4. Interest Limitation. All agreements between the Borrower and the
         Lenders 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 Lenders 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 Lenders, 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 Lenders should ever receive interest at
         a rate that would exceed the Maximum Rate, the amount of interest
         received which would be in excess of the amount receivable after
         applying the Maximum Rate to the balance of the outstanding obligation
         shall be applied to the reduction of the principal balance of the
         outstanding obligation for which the amount was paid and not to the
         payment of interest thereunder. This provision shall control every
         other provision of any and all agreements between the Borrower and the
         Lenders and shall also be binding upon and applicable to any subsequent
         holder of any of the Subject Notes.


                                       20
<PAGE>


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

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

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

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

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

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

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

         9.12. Indemnity. In addition to the payment of expenses pursuant to
         Section 9.3, the Borrower agrees to indemnify, defend and hold harmless
         the Lenders, and any of their 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;


                                       21
<PAGE>


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

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

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

         9.13. Prior Agreement Superseded; Complete Agreement. This Credit
         Agreement amends, restates, and supersedes that First Amended and
         Restated Credit Agreement dated as of October 1, 1998 between the
         Borrower and the Agent in its entirety and all obligations, liabilities
         and indebtedness of the Borrower incurred or arising thereunder shall
         be deemed to have been paid with proceeds of Loans made hereunder.
         Furthermore, this Credit Agreement, together with the Loan Documents,
         comprises the complete and integrated agreement of the parties on the
         subject matter hereof and supersedes all prior agreements, written or
         oral, on the subject matter hereof.

         9.14. Assignments; Participants; Waiver of Claims. Each 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 such Lender. The Borrower irrevocably agrees that any
         claims it may have or may assert against either of the Lenders for
         breach of contract (or related tort claims) shall be personal to such
         Lender and shall not be asserted by way of direct claim or offset
         against any Assignee or 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.

         9.15. The Agent.

                  (a) Each Lender hereby irrevocably (subject to Section
         9.15(j)) appoints, designates and authorizes the Agent to take such
         action on its behalf under the provisions of this Credit Agreement and
         each other Loan Document and to exercise such powers and perform such
         duties as are expressly delegated to it by the terms of this Credit
         Agreement or any other Loan Document, together with such powers as are
         reasonably incidental thereto. Notwithstanding any provision to the
         contrary contained elsewhere in this Credit Agreement or in any other
         Loan Document, the Agent shall not have any duties or responsibilities,
         except those expressly set


                                       22
<PAGE>


         forth herein, nor shall the Agent have or be deemed to have any
         fiduciary relationship with any Lender, and no implied covenants,
         functions, responsibilities, duties, obligations or liabilities shall
         be read into this Credit Agreement or any other Loan Document or
         otherwise exist against the Agent. Without limiting the generality of
         the foregoing sentence, the use of the term "agent" in this agreement
         with reference to the Agent is not intended to connote any fiduciary or
         other implied (or express) obligations arising under agency doctrine of
         any applicable law. Instead, such term is used merely as a matter of
         market custom, and is intended to create or reflect only an
         administrative relationship between independent contracting parties.

                  (b) The Agent may execute any of its duties under this Credit
         Agreement or any other Loan Document by or through agents, employees or
         attorneys-in-fact and shall be entitled to advice of counsel concerning
         all matters pertaining to such duties. The Agent shall not be
         responsible for the negligence or misconduct of any agent or
         attorney-in-fact that it selects with reasonable care.

                  (c) None of the Indemnitees of the Agent, nor the Agent shall
         (i) be liable for any action taken or omitted to be taken by any of
         them under or in connection with this Credit Agreement or any other
         Loan Document or the transactions contemplated hereby (except for its
         own gross negligence or willful misconduct), or (ii) be responsible in
         any manner to any of the Lenders for any recital, statement,
         representation or warranty made by the Borrower or any Subsidiary or
         Affiliate of the Borrower, or any officer thereof, contained in this
         Credit Agreement or in any other Loan Document, or in any certificate,
         report, statement or other document referred to or provided for in, or
         received by the Agent under or in connection with, this Credit
         Agreement or any other Loan Document, or for the value of any
         collateral or the validity, effectiveness, genuineness, enforceability
         or sufficiency of this Credit Agreement or any other Loan Document, or
         for any failure of the Company or any other party to any Loan Document
         to perform its obligations hereunder or thereunder. No Indemnitees of
         the Agent, nor the Agent shall be under any obligation to any Lender to
         ascertain or to inquire as to the observance or performance of any of
         the agreements contained in, or conditions of, this Credit Agreement or
         any other Loan Document, or to inspect the properties, books or records
         of the Borrower or any of the Borrower's Subsidiaries or Affiliates.

                  (d) The Agent shall be entitled to rely, and shall be fully
         protected in relying, upon any writing, resolution, notice, consent,
         certificate, affidavit, letter, telegram, facsimile, telex or telephone
         message, statement or other document or conversation believed by it to
         be genuine and correct and to have been signed, sent or made by the
         proper Person or Persons, and upon advice and statements of legal
         counsel (including counsel to the Borrower), independent accountants
         and other experts selected by the Agent. The Agent shall be fully
         justified in failing or refusing to take any action under this Credit
         Agreement or any other Loan Document unless it shall first receive such
         advice or concurrence of the Majority Lenders as it deems appropriate
         and, if it so requests, it shall first be indemnified to its
         satisfaction by the Lenders against any and all liability and expense
         which may be incurred by it by reason of taking or continuing to take
         any such action. The Agent shall in all cases be fully protected in
         acting, or in refraining from acting, under this Credit Agreement or
         any other Loan Document in accordance with a request or consent of the
         Majority Lenders and such request and any action taken or failure to
         act pursuant thereto shall be binding upon all of the Lenders.

                  (e) For purposes of determining compliance with the conditions
         specified in Sections 5.1 and 5.2, each Lender that has executed this
         Agreement shall be deemed to have consented to, approved or accepted or
         to be satisfied with each document or other matter either sent by the
         Agent to such Lender for consent, approval, acceptance or satisfaction,
         or required thereunder to be consented to or approved by or acceptable
         or satisfactory to such Lender, unless an officer of


                                       23
<PAGE>


         the Agent responsible for the transactions contemplated by the Loan
         Documents shall have received notice from such Lender prior to the
         initial Advance specifying its objection thereto and either such
         objection shall not have been withdrawn by notice to the Agent to that
         effect or such Lender shall not have made available to the Agent such
         Lender's ratable portion of such Advance.

                  (f) The Agent shall not be deemed to have knowledge or notice
         of the occurrence of any Default or Event of Default, except with
         respect to defaults in the payment of principal, interest and fees
         required to be paid to the Agent for the account of the Lenders, unless
         the Agent shall have received written notice from a Lender or the
         Borrower referring to this Credit Agreement, describing such Default or
         Event of Default and stating that such notice is a "notice of default".
         In the event that the Agent receives such a notice, the Agent shall
         give notice thereof to the Lenders. The Agent shall take such action
         with respect to such Default or Event of Default as shall be requested
         by the Majority Lenders in accordance with Section 8.2; provided,
         however, that unless and until the Agent shall have received any such
         request, the Agent may (but shall not be obligated to) take such
         action, or refrain from taking such action, with respect to such
         Default or Event of Default as it shall deem advisable or in the best
         interest of the Lenders.

                  (g) Each Lender expressly acknowledges that none of the
         Indemnitees of the Agent, nor the Agent has made any representation or
         warranty to it that any act by the Agent hereinafter taken, including
         any review of the affairs of the Borrower and its Subsidiaries shall be
         deemed to constitute any representation or warranty by any such party
         to any Lender. Each Lender represents to the Agent that it has,
         independently and without reliance upon any Indemnitee of the Agent or
         the Agent and based on such documents and information as it has deemed
         appropriate, made its own appraisal of and investigation into the
         business, prospects, operations, property, financial and other
         condition and creditworthiness of the Borrower and its Subsidiaries,
         and all applicable bank regulatory laws relating to the transactions
         contemplated thereby, and made its own decision to enter into this
         Credit Agreement and extend credit to the Borrower hereunder. Each
         Lender also represents that it will, independently and without reliance
         upon the Agent and based on such documents and information as it shall
         deem appropriate at the time, continue to make its own credit analysis,
         appraisals and decisions in taking or not taking action under this
         Credit Agreement and the other Loan Documents, and to make such
         investigations as it deems necessary to inform itself as to the
         business, prospects, operations, property, financial and other
         condition and creditworthiness of the Borrower. Except for notices,
         reports and other documents expressly herein required to be furnished
         to the Lenders by the Agent, the Agent shall not have any duty or
         responsibility to provide any Lender with any credit or other
         information concerning the business, prospects, operations, property,
         financial and other condition or creditworthiness of the Borrower which
         may come into the possession of any Indemnitee of the Agent or the
         Agent.

                  (h) Whether or not the transactions contemplated hereby shall
         be consummated, the Lenders shall indemnify upon demand the Indemnitees
         of the Agent and the Agent (to the extent not reimbursed by or on
         behalf of the Borrower and without limiting the obligation of the
         Borrower to do so), ratably from and against any and all liabilities,
         obligations, losses, damages, penalties, actions, judgments, suits,
         costs, expenses and disbursements of any kind whatsoever which may at
         any time (including at any time following the repayment of the Loans
         and the termination or resignation of the related Agent) be imposed on,
         incurred by or asserted against any such Person any way relating to or
         arising out of this Agreement or any document contemplated by or
         referred to herein or therein or the transactions contemplated hereby
         or thereby or any action taken or omitted by any such Person under or
         in connection with any of the foregoing; provided, however, that no
         Lender shall be liable for the payment to the Indemnitees of the Agent
         or the Agent of any portion of such liabilities, obligations, losses,
         damages,


                                       24
<PAGE>


         penalties, actions, judgments, suits, costs, expenses or disbursements
         resulting solely from such Person's gross negligence or willful
         misconduct. Without limitations of the foregoing, each Lender shall
         reimburse the Agent upon demand for its ratable share of any costs or
         out-of-pocket expenses (including reasonable fees and costs of
         attorneys) incurred by the Agent in connection with the preparation,
         execution, delivery, administration, modification, amendment or
         enforcement (whether through negotiations, legal proceedings or
         otherwise) of, or legal advice in respect of rights or responsibilities
         under, this Agreement, any other Loan Document, or any document
         contemplated by or referred to herein to the extent that the Agent is
         not reimbursed for such expenses by or on behalf of the Borrower.
         Without limiting the generality of the foregoing, if the Internal
         Revenue Service or any other governmental authority of the United
         States or other jurisdiction asserts a claim that the Agent did not
         properly withhold tax from amounts paid to or for the account of any
         Lender (because the appropriate form was not delivered, was not
         properly executed, or because such Lender failed to notify the Agent of
         a change in circumstances which rendered the exemption from, or
         reduction of, withholding tax ineffective, or for any other reason)
         such Lender shall indemnify the Agent fully for all amounts paid,
         directly or indirectly, by the Agent as tax or otherwise, including
         penalties and interest, and including any taxes imposed by any
         jurisdiction on the amounts payable to the Agent under this Section,
         together with all costs and expenses (including reasonable fees and
         costs of attorneys). The obligation of the Lenders in this Section
         shall survive the payment of all obligations hereunder and the
         resignation or replacement of the Agent.

                  (i) Subject to the limitations in Sections 7.2 and 7.3 hereof,
         ACC and its Affiliates may make loans to, issue letters of credit for
         the account of, accept deposits from, acquire equity interests in and
         generally engage in any kind of banking, trust, financial advisory,
         underwriting or other business with the Borrower and its Subsidiaries
         and Affiliates as though ACC were not the Agent hereunder and without
         notice to or consent of the Lenders, except as otherwise limited by
         this Credit Agreement. The Lenders acknowledge that, pursuant to such
         activities, ACC or its Affiliates may receive information regarding the
         Borrower or its Affiliates (including information that may be subject
         to confidentiality obligations in favor of the Borrower or such
         Affiliates) and acknowledge that the Agent shall be under no obligation
         to provide such information to them. With respect to its Loans, ACC
         shall have the same rights and powers under this Agreement as any other
         Lender and may exercise the same as though it were not the Agent, and
         the terms "Lender" and "Lenders" shall include ACC in its individual
         capacity.

                  (j) The Agent may, and at the request of the Majority Lenders
         shall, resign as Agent upon 30 days' notice to the Lenders. If the
         Agent shall resign as Agent under this Agreement, the Majority Lenders
         shall appoint from among the Lenders a successor agent for the Lenders.
         If no successor agent is appointed prior to the effective date of the
         resignation of the Agent, the Agent may appoint, after consulting with
         the Lenders and the Borrower, a successor agent from among the Lenders.
         Upon the acceptance of its appointment as successor agent hereunder,
         such successor agent shall succeed to all the rights, powers and duties
         of the retiring Agent and the term "Agent" shall mean such successor
         agent and the retiring Agent's appointment, powers and duties as Agent
         shall be terminated. After any retiring Agent's resignation hereunder
         as Agent, the provisions of this Section 9.15 and Sections 9.3 and 9.12
         shall inure to its benefit as to any actions taken or omitted to be
         taken by it while it was Agent under this Agreement. If no successor
         agent has accepted appointment as Agent by the date which is 30 days
         following a retiring Agent's notice of resignation, the retiring
         Agent's resignation shall nevertheless thereupon become effective and
         the Lenders shall perform all of the duties of the Agent hereunder
         until such time, if any, as the Majority Lenders appoint a successor
         agent as provided for above.


                                       25
<PAGE>


         9.16. Set-off. Subject to Section 2.5(g) hereof, in addition to any
         rights and remedies of the Lenders provided by law, if an Event of
         Default exists, each Lender is authorized at any time and from time to
         time, without prior notice to the Borrower, any such notice being
         waived by the Borrower to the fullest extent permitted by law, to set
         off and apply any and all Borrower deposits (general or special, time
         or demand, provisional or final) at any time held by, and other
         indebtedness at any time owing by, such Lender to or for the credit or
         the account of the Borrower against any and all Obligations owing to
         such Lender, now or hereafter existing, irrespective of whether or not
         the Agent or such Lender shall have made demand under this Credit
         Agreement or any Loan Document and although such Obligations may be
         contingent or unmatured. Each Lender agrees promptly to notify the
         Borrower and the Agent after any such set-off and application made by
         such Lender; provided, however, that the failure to give such notice
         shall not affect the validity of such set-off and application. The
         rights of each Lender under this Section 9.16 are in addition to the
         other rights and remedies (including other rights of set-off) which the
         Lender may have.

         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 FINANCIAL SERVICES CO.,
                                          a North Dakota corporation


                                          By:  /s/Steven B. Dewald
                                               ---------------------------------

                                          Its: Senior Vice President
                                               ---------------------------------

                                          AG CAPITAL COMPANY,
                                          a Delaware corporation


Receivable Commitment = $5,000,000        By:  /s/Lee Rosin
                                               ---------------------------------

                                          Its: President and General Manager

                                          NORWEST BANK NORTH DAKOTA, N.A.
                                          a national banking association


Receivable Commitment = $15,000,000       By:  /s/David L. Johnson
                                               ---------------------------------

                                          Its: Assistant Vice President


                                       26