ID NO. 2529                                                         EXHIBIT 10.2
                               AG CAPITAL COMPANY
                          CREDIT AGREEMENT MODIFICATION
                                                             FARGO, NORTH DAKOTA
                                                                    JUNE 1, 2000

         The Credit Agreement made and entered into as of June 1, 1999, by and
among RDO MATERIAL HANDLING CO. ("BORROWER"), and AG CAPITAL COMPANY ("Agent"),
is hereby modified as follows:

         Section one (1), DEFINITIONS, page 3, of the Credit Agreement, shall be
         modified as follows:

         "MATURITY" OF THE SUBJECT NOTE(S) MEANS THE EARLIER OF (a) THE DATE ON
         WHICH THE SUBJECT NOTE(S) BECOMES DUE AND PAYABLE UPON THE OCCURRENCE
         OF AN EVENT OF DEFAULT; OR (b) DECEMBER 1, 2000.

         Section one (1), DEFINITIONS, page 4, of the Credit Agreement, shall be
         modified as follows:

         "TERMINATION DATE" MEANS THE EARLIER OF (a) DECEMBER 1, 2000; OR (b)
         THE DATE UPON WHICH THE OBLIGATION OF THE LENDER TO MAKE ADVANCES IS
         TERMINATED PURSUANT TO SECTION 2.7 OR SECTION 3.7.

         Section one (1), DEFINITIONS, page 1, of the Credit Agreement, shall be
         modified as follows:

         "BORROWING BASE" MEANS, AT ANY TIME, THE LESSER OF (a) $5,000,000 OR
         (b) THE SUM OF (i) EIGHTY FIVE PERCENT (85%) OF ACCEPTABLE ACCOUNTS
         RECEIVABLE; (ii) NINETY PERCENT (90%) OF NEW WHOLEGOODS INVENTORY, NET
         OF UNPAID ACCOUNTS PAYABLE ON SUCH INVENTORIES; (iii) SIXTY-FIVE
         PERCENT (65%) OF USED WHOLEGOODS AND PARTS INVENTORY, NET OF UNPAID
         ACCOUNTS PAYABLE ON SUCH INVENTORIES, ALL AS DETERMINED IN ACCORDANCE
         WITH GAAP.

         Section two (2), THE SEASONAL LOAN, page 4, of the Credit Agreement,
         shall be modified as follows:

         2.1      COMMITMENT FOR SEASONAL LOAN. SUBJECT TO THE CONDITIONS OF
                  LENDING SET FORTH IN SECTION 4 HEREOF, THE LENDER AGREES TO
                  MAKE ADVANCES TO THE BORROWER FROM TIME TO TIME FROM THE DATE
                  OF THIS AGREEMENT THROUGH THE TERMINATION DATE, PROVIDED,
                  HOWEVER, THAT THE LENDER SHALL NOT BE OBLIGATED TO MAKE ANY
                  ADVANCE, IF AFTER GIVING EFFECT TO SUCH ADVANCE, THE AGGREGATE
                  OUTSTANDING PRINCIPAL AMOUNT OF ALL ADVANCES WOULD EXCEED THE
                  BORROWING BASE. WITHIN THE LIMITS SET FORTH ABOVE, THE
                  BORROWER MAY BORROW, REPAY, AND REBORROW AMOUNTS UNDER THE
                  SEASONAL NOTE.

         Except as expressly modified by the terms of this Credit Agreement
Modification, all of the terms and conditions of the Credit Agreement shall
remain in full force and effect.


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         IN WITNESS WHEREOF, the parties have executed this agreement this _1_
day of June, 2000.

                                       RDO MATERIAL HANDLING CO.
                                       A Minnesota corporation

                                       By:    /s/TKE
                                              ------------------------------
                                              Thomas K. Espel
                                       Its:   Chief Financial Officer

                                       AG CAPITAL COMPANY
                                       A Delaware corporation

                                       By:    /S/Todd D. Zabel
                                              ------------------------------
                                              Todd D. Zabel
                                       Its:   Loan Officer


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