EXHIBIT 10.1


                   SECOND AMENDED AND RESTATED LOAN AGREEMENT

This Amended and Restated Loan Agreement (the "Loan Agreement") is entered into
on the 5 day of September, 2002, between John Deere Construction & Forestry
Company, Deere Credit, Inc., and John Deere Company, A Division of Deere &
Company (collectively referred to as the "Lender") and RDO Agriculture Equipment
Co. ("RDO Agriculture") and RDO Construction Equipment Co. ("RDO Construction"),
RDO Financial Services Co. ("RDO Financial Services") and RDO Material Handling
Co. ("RDO Material Handling") (RDO Agriculture, RDO Construction, , RDO
Financial Services and RDO Material Handling are collectively referred to herein
as the "Borrower"). This Loan Agreement amends and restates in its entirety that
certain Amended And Restated Loan Agreement dated July 31, 2000, along with the
Addendum To Amended And Restated Loan Agreement dated October 31, 2000, Second
Addendum To Amended And Restated Loan Agreement dated September 5, 2001, and the
Third Addendum To Amended And Restated Loan Agreement dated November 26, 2001.


                                    RECITALS

A. Borrower has requested that Lender extend a line of credit to it for the
purposes of providing Borrower with working capital and to finance the
acquisition of inventory;

B. Lender is willing to extend Borrower a Line of Credit subject to the terms
and conditions of this Agreement, which Line of Credit will consolidate the
existing borrowing base indebtedness and any line of credit extended to Borrower
by any equipment division affiliated with Lender;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Loan
Agreement and other good and valuable consideration, the receipt and sufficiency
of which is expressly acknowledged, the parties agree as follows:

1.   DEFINITIONS.

     When used in this Loan Agreement, the following terms shall have the
     meanings specified below:

     "Advance" means (i) each sum of money or its equivalent advanced by any
     Lender to any Borrower or to a party designated by Borrower, evidenced by a
     Note For Advance, pursuant to this Loan Agreement or (ii) a Letter of
     Credit issued pursuant to Section 2 of this Loan Agreement.

     "Advance Account" means the account maintained in Borrower's name on
     Lender's books.

     "Affiliate" shall mean, with respect to any Person, any other Person
     directly or indirectly controlling, controlled by, or under direct or
     indirect common control with, such Persons. A Person shall be deemed to
     control another Person if such Person possesses, directly or indirectly,
     the power (i) to vote 10% or more of the securities having ordinary voting
     power for the election of directors of such corporation or (ii) to direct
     or cause the direction of the management and policies of such other Person,
     whether through the ownership of voting securities, by contract or
     otherwise.

     "Business Day" shall mean each day of the year other than Saturdays,
     Sundays and days on which Deere Credit Services, Inc. is required or
     authorized to be closed for business.

     "Capitalized Lease Obligations" shall mean, with respect to any person, all
     Rental obligations of such person which, under GAAP, are or will be
     required to be capitalized on the books of


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     such Person, in each case taken at the amount thereof accounted for as
     indebtedness in accordance with such principles.

     "CERCLA" shall mean the Comprehensive Environmental Response, Compensation,
     and Liability Act of 1980, as the same may be amended from time to time, 42
     U.S.C. ss. 9601 ET SEQ.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
     to time, and the regulations promulgated and rulings issued thereunder.
     Section references to the Code are to the Code, as in effect on the
     effective date of this agreement and any subsequent provisions of the Code,
     amendatory thereof, supplemental thereto or substituted therefor.

     "Collateral" shall have the meaning given to it in the Security Agreement.

     "Consolidated", when used with reference to Current Assets, Current
     Liabilities, EBIT, Interest Expense, Indebtedness, Liabilities, Net Income,
     Net Worth or Tangible Net Worth, shall mean the sum of the Current Assets,
     Current Liabilities, EBIT, Interest Expenses, Indebtedness, Liabilities,
     Net Income, Net Worth or Tangible Net Worth, as the case may be, of the
     Borrower and its consolidated Subsidiaries, as consolidated after the
     elimination of intercompany items and, in the case of Net Income, Net Worth
     and Tangible Net Worth, after appropriate deductions for any minority
     interests in any Subsidiaries, and, when used with reference to such
     accounts of any other Person, shall mean the sum of such accounts of such
     Person and its Consolidated Subsidiaries as so modified.

     "Consolidated Subsidiaries" shall mean, as to the Borrower or Guarantor,
     the Subsidiaries of the Borrower or Guarantor whose accounts are, in
     accordance with GAAP, consolidated with those of the Borrower or Guarantor.

     "Credit Line Amount" or "Borrowing Base Amount" means, at the time in
     question, an amount equal to the sum of all Eligible Value for the Eligible
     Inventory and the Eligible Receivables, less 20% of all merchant authorized
     accounts as defined in the Power Plan by Deere Terms and Conditions and
     less outstanding construction unit code and agricultural branch statements
     credit and wholesale leases.

     "Credit Line Certificate" means a certificate in the form attached hereto
     as Exhibit A, as amended by Lender from time to time, which shall be signed
     on a semi-annual basis by the Chief Operating Officer of RDO Equipment
     (taking into account all current and previous Credit Line Certificates.

     "Dollars" and the sign "$" shall each mean the freely transferable lawful
     money of the United States of America.

     "EBIT" means, for any period, net income for such period before interest
     expense and provision for taxes for such period and without giving effect
     (i) to any extraordinary gains or losses and (ii) to any gains or losses
     from sales of assets other than from sales or rentals of inventory or
     equipment in the ordinary course of business.

     "Eligible Affiliate Receivables" shall mean receivables arising from bona
     fide sales or lease of Eligible Inventory to Affiliates in an amount which
     shall not exceed Two Million Dollars ($2,000,000.00) in the aggregate.

     "Eligible Agriculture Inventory" means Eligible Inventory that Lender, in
     its absolute discretion, determines is typically used for agricultural
     purposes.


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     "Eligible Construction Inventory" means Eligible Inventory that Lender, in
     its absolute discretion, determines is typically used for construction,
     industrial or commercial purposes.

     "Eligible Contracts in Transit" shall mean completed, pre-approved retail
     installment sale or lease contracts arising from bona fide sale or lease of
     Eligible Inventory that meet all credit underwriting guidelines and are in
     the process of being assigned or sold under existing discount/purchase
     programs to finance companies or other lending sources; provided, however,
     that Eligible Contracts in Transit shall not include items which are being
     sold, financed or assigned with an affiliate of Lender on which the Lender
     has not received payment) . Contracts in transit will no longer be eligible
     if they are more than thirty (30) days old.

     "Eligible Government Receivables" shall mean receivables arising from the
     bona fide sale or lease of Eligible Inventory with acceptable account
     debtors who are either municipal, county or state government entities with
     accounts that are less than ninety days old, other than unpaid settlements
     (commonly known as Code 3 shortages).

      "Eligible Inventory" means Inventory that the Lender, in its absolute
     discretion, determines to meet all of the following requirements:

          (a)  such Inventory is owned by Borrower and stored at one of its
               approved locations, pursuant to any Dealer Agreements with
               Lenders or their successor agreement(s), or is subject to a
               rental agreement,

          (b)  such Inventory is subject to the Security Interest, which is
               perfected as to such Inventory, and is subject to no other Lien
               whatsoever other than a Permitted Lien,

          (c)  Such Inventory consists of finished goods and not work-in-process
               or supplies;

          (d)  Such Inventory is in a condition that meets all standards imposed
               by any governmental agency, or department or division thereof,
               having regulatory authority over such goods, their use or sale,

          (e)  such Inventory is currently either usable or salable, at prices
               approximating at least cost, in the normal course of Borrower's
               business and is not slow moving or stale, or obsolete

          (f)  such Inventory is located within the United States.

          (g)  such Inventory is in the possession or control of the Borrower
               and not any third party (other than pursuant to the terms of a
               rental agreement) or if the Inventory is held by a third party
               for purposes of repairs, such third party has notice of the
               Security Interest, and Borrower has taken steps as Lender may
               reasonably require in order to establish and preserve the
               priority of the Security Interest against secured creditors of
               the third party or the Borrower,

          (h)  if such Inventory is located in a warehouse or other facility
               leased by the Borrower, the landlord has delivered to the Lender
               a waiver and consent in form and substance satisfactory to the
               Lender, and

          (i)  such Inventory is not determined by Lender in its absolute
               discretion to be ineligible for any other reason.

     "Eligible Material Handling Inventory" means machinery and equipment held
     for sale by the RDO Material Handling under valid manufacturer's dealer
     licenses.

     "Eligible Receivable" shall mean receivables arising from the bona fide
     sale or lease of Eligible Inventory with acceptable account debtors,
     provided however such Eligible Receivable shall not include:


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     (a)  accounts with an account debtor who has any account which is over 90
          days from the date of invoice;

     (b)  accounts with concentration in excess of 10% of the total of Accounts
          Receivables;

     (c)  accounts with account debtors who are headquartered outside of the
          United States;

     (d)  accounts which are contra accounts;

     (e)  accounts on which Lender may not have a first priority perfected
          security interest;

     (f)  accounts with account debtors who have a pending bankruptcy case;

     (g)  accounts which are merchant authorized Farm Plan or Power Plan
          accounts which have been charged back to Borrower.

     "Eligible Value" means, with respect to an item of Inventory, the
     following, as determined by Lender in its sole discretion:

          (a)  The Eligible Value for each item of New John Deere Equipment
               Inventory shall be the lesser of net book value and 100% of the
               Manufacturer's Invoice of each item plus freight and predelivery
               inspection and attachments which are added back to the machinery
               cost of New John Deere Equipment Inventory, and 95% of the
               Manufacturer's Invoice of each item of new non John Deere
               Equipment Inventory.

     The Eligible Value for each item of Used Equipment Inventory shall be 100%
     of the Net Book Value or 90% of trade value, whichever is lesser. The value
     shall be 100% for Equipment Repurchase Services purchases.

     "Environmental Law" shall mean any applicable Federal, state, foreign or
     local statute, law, rule, regulation, ordinance, code, guideline, written
     and binding policy and rule of common law now or hereafter in effect and in
     each case as amended, and any judicial or administrative interpretation
     thereof, including any judicial or administrative order, consent decree or
     judgment, relating to the environment, employee health and safety or
     Hazardous Materials, including without limitation, CERCLA; RCRA; the
     Federal Water Pollution Control Act, 33 U.S.C. ss. 1251 ET SEQ.; the Toxic
     Substances Control Act, 15 U.S.C. ss. 2601 ET SEQ.; the Clean Air Act, 42
     U.S.C. ss. 7401 ET SEQ.; the Safe Drinking Water Act, 42 U.S.C. ss. 3803 ET
     SEQ.; the Oil Pollution Act of 1990, 33 U.S.C. ss. 27001 ET SEQ.; the
     Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C.
     ss. 11001 ET SEQ.; the Hazardous Material Transportation Act, 49 U.S.C. ss.
     1801 ET SEQ.; and the Occupational Safety and Health Act, 29 U.S.C. ss 651
     ET SEQ.; and any state and local or foreign counterparts or equivalents (to
     the extent applicable), in each case as amended from time to time.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder. Section references to ERISA are to ERISA and any
     subsequent provisions of ERISA, amendatory thereof, supplemental thereto or
     substituted therefor.

     "ERISA Affiliate" shall mean each person (as defined in section 3 (9) of
     ERISA) which together with the Borrower or a Subsidiary of the Borrower
     would be deemed to be a "single employer" (i) within the meaning of Section
     414 (b), (c), (m) or (o) of the Code or (ii) as a result of the Borrower or
     a Subsidiary of the Borrower being or having a general partner of such
     person

     "Event of Default" means any event identified in Section 13 hereof.


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     "Financed Inventory" shall mean each piece of inventory contained in the
     most recent schedule of inventory provided in conjunction with the most
     recent Credit Line Certificate.

     "GAAP" shall mean the Generally Accepted Accounting Principles as defined
     and promulgated by the Financial Accounting Standards Board. "Guarantor"
     shall mean RDO Equipment Co.

     "Guaranty" shall mean the Guaranty agreement executed and delivered
     contemporaneously herewith.

     "Hazardous Materials" shall mean (a) any petroleum or petroleum products,
     radioactive materials, asbestos in any form that is friable, urea
     formaldehyde foam insulation, transformers or other equipment that contain
     dielectric fluid containing levels of polychlorinated biphenyls, and radon
     gas; (b) any chemicals, materials or substances defined as or included in
     the definition of "hazardous substances," "hazardous waste," "hazardous
     materials," "extremely hazardous substances," "restricted hazardous waste,"
     "toxic substances," "toxic pollutants," "contaminants," or "pollutants," or
     words of similar import, under any applicable Environmental Law; and (c)
     any other chemical, material or substance, the Release of which is
     prohibited, limited or regulated by any governmental authority.

     "Indebtedness" shall mean, at any time, the principal amount of all debt,
     including accruals, deferrals and payables, of the Borrower at such time as
     determined.

     "Interest Expense" means, for any period, the total consolidated interest
     expense for the Borrower and its Subsidiaries for such period (calculated
     without regard to any limitations on the payment thereof, plus, without
     duplication, that portion of Capitalized Lease Obligations of the Borrower
     and its Subsidiaries representing the interest factor for such period.

      "Inventory" shall mean all whole-good machinery or equipment held for sale
     by the Borrower, specifically excluding parts, unattached attachments and
     equipment held by Borrower under lease arrangements. The parties agree that
     the term "Inventory" shall not include inventory held for rental by
     Borrower in its rental fleet.

     "Leaseholds" of any Person shall mean the right, title and interest of such
     Person a lessee in, to and under leases of land, improvements and/or
     fixtures.

     "Letter of Credit" shall mean a standby letter of credit which will be
     issued in accordance with the provisions of Section 2 of this Loan
     Agreement.

     "Letter of Credit Sublimit" shall mean the lesser of (i) Two Million and
     00/100 Dollars ($2,000,000.00) or (ii) the Maximum Borrowing Amount.

     "Lien" shall mean any mortgage, pledge, hypothecation, assignment, deposit
     arrangement, encumbrance, lien (statutory or other), preference, priority
     or other security agreement of any kind or nature whatsoever (including,
     without limitation, any conditional sale or other title retention
     agreement, any financing or similar statement or notice filed under the
     Uniform Commercial Code or any other similar recording or notice statute,
     and any lease having substantially the same effect as any of the
     foregoing).

     "Line of Credit Amount" has the meaning given to it in Section 4, together
     with all Letters of Credit issued but not funded, wholesale leases and
     other wholesale inventory financed by Lender or its affiliates.

     "Line of Credit Rate" means until November 1, 2002 a rate equal to the
     lesser of (i) "Citibank base rate" (the interest rate announced publicly
     from time to time by Citibank, N.A. in New York, New York as the base (or
     "prime") rate it uses in determining the rate of interest it charges on
     loans) which was in effect at the close of business on the 15th day of the


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     preceding month less one half percent (0.50%), or (ii) the maximum rate of
     interest allowed by applicable law. From November 1, 2002 through the
     Termination Date, the Line of Credit Rate shall mean a rate equal to the
     lesser of (i) the "Citibank base rate" (the interest rate announced
     publicly from time to time by Citibank, N.A, in New York as the base (or
     "prime") rate it uses in determining the rate of interest it charges on
     loans) which was in effect at the close of business on the 15th day of the
     preceding month or (ii) the maximum rate allowed by applicable law.
     Notwithstanding any other provision contained in this Agreement, at no time
     shall the Line of Credit Rate be less than 5.00% until November 1, 2002 and
     at no time on or after November 1, 2002 shall the Line of Credit Rate be
     less than 5.25%. At no time prior to October 31, 2003 shall the Line of
     Credit Rate exceed 8%. At any time after October 31, 2003, Lender may
     adjust the Line of Credit Rate either higher or lower, in the exercise of
     its sole discretion.

     "Loan Documents" means this Loan Agreement, the Security Agreement, the
     Credit Line Certificate(s), and all addenda, exhibits, supplements, and
     amendments hereto.

     "Maximum Borrowing Amount" shall mean an amount equal to the lesser of: (i)
     the Line of Credit Amount or, (ii) the aggregate of the Borrowing Base
     Amount.

     "Maximum Capital and Operating Lease Amount " shall mean Twenty Five
     Million and 00/100 Dollars ($25,000,000.00).

     "Meaningful Progress" means Borrower's progression toward achieving a level
     of performance which is consistent with established financial covenants, as
     defined in Section 11 of this Agreement, within a reasonable period of time
     agreed upon by Lender and Borrower. If Lender and Borrower do not reach
     agreement upon Meaningful Progress with respect to a particular financial
     covenant, Lender will determine in its sole discretion what will constitute
     Meaningful Progress for that particular financial covenant.

     "Net Book Value" means the cost of an asset, net of all discounts, plus
     freight and delivery charges and significant repairs that add to the
     utility of the asset, less any and all accumulated depreciation, expenses
     and writedowns in valuation assessed against the asset.

     "Net Income" means, as applied to any Person, the net income (or net loss)
     of Such Person for the period in question after giving effect to deduction
     of or provision for all operating expenses, all taxes and reserves
     (including reserves for deferred taxes) and all other proper deductions,
     all determined in accordance with GAAP, provided that there shall be
     excluded:

          (a)  the net income (or net loss) of any Person in which the Person
               whose Net Income is being determined or any Subsidiary of such
               Person has an ownership interest, except, in the case of net
               income, to the extent that any such income has actually been
               received by such Person or such Subsidiary in the form of cash
               dividends or similar distributions,

          (b)  any restoration of any contingency reserve, except to the extent
               that provision for such reserve was made out of income during
               such period,

          (c)  any net gains or losses on the sale or other disposition, not in
               the ordinary course of business, of Investments, Business Units
               and other capital assets, provided that there shall also be
               excluded any related charges for taxes thereon,

          (d)  any net gain arising from the collection of the proceeds of any
               insurance policy,

          (e)  any write-up of any asset, and

          (f)  any other extraordinary item.


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     "Net Worth" means, with respect to any Person, such Person's total
     shareholder's equity (including capital stock, additional paid-in capital
     and retained earnings, after deducting treasury stock) which would appear
     as such on a balance sheet of such Person prepared in accordance with GAAP.

     "New Equipment Inventory" means, at any time, all inventory that (a) is
     less than or equal to three (3) years from date of original manufacturer
     invoice, (b) has not been sold by Borrower, (c) has a manufacturer's
     invoice showing Borrower purchased the item from the manufacturer and (d)
     is being held by Borrower for sale or rent to other Persons.

     "Note For Advance" means a promissory note or notes evidencing the Advance
     substantially in the form of EXHIBIT B, executed by Borrower and payable to
     the order of Lender, as the same may be replaced, amended, modified,
     supplemented, restated from time to time, together with any renewals
     thereof or exchanges or substitutions thereof.

     "Obligation(s)" means all obligations and indebtedness of Borrower to
     Lender, or any Lender affiliated with Lender, of every kind, nature and
     description, direct or indirect, absolute or contingent, joint or several,
     due or to become due, now existing or hereafter arising, including, but not
     limited to, the Advances and any obligations and indebtedness of Borrower
     which Lender has acquired, or may in the future acquire, by way of
     purchase, assignment or otherwise.

     "Operating Lease(s)" shall mean, with respect to any Person, any lease of
     tangible property whereby all Rentals of such Person which, under GAAP, are
     or will NOT be accounted for, or shown on the balance sheet, as
     indebtedness of such Person in accordance with such principles.


     "PBGC" means the Pension Benefit Guaranty Corporation established pursuant
     to Section 4002 of ERISA, or any successor thereto.

     "Permitted Liens" shall mean:

          (i)    Liens created pursuant to the Security Agreement;

          (ii)   inchoate Liens for taxes, assessments or governmental charges
                 or levies not yet due or Liens for taxes, assessments or
                 governmental charges or levies being contested in good faith
                 and by appropriate proceedings for which adequate reserves have
                 been established in accordance with GAAP;

          (iii)  Liens in respect of property or assets of the Borrower imposed
                 by law, which were incurred in the ordinary course of business
                 and do not secure Indebtedness for borrowed money, such as
                 carrier's, warehousemen's, materialmen's and mechanics' Liens
                 and other similar Liens arising in the ordinary course of
                 business, and which do not in the aggregate materially detract
                 from the value of the Borrower's property or assets or
                 materially impair the use thereof in the operation of the
                 business or which are being contested in good faith by
                 appropriate proceedings, which proceedings have the effect of
                 preventing the forfeiture or sale of the property or assets
                 subject to any such lien;

          (iv)   leases and subleases granted to others not materially
                 interfering with the conduct of the business of the Borrower;

          (v)    Liens upon assets of the Borrower subject to capital leases (as
                 defined by GAAP), PROVIDED that such Liens only serve to secure
                 the payment of Indebtedness arising under such capital leases
                 and the Liens encumbering the assets giving rise to the capital
                 leases do not encumber any other asset of the Borrower;


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          (vi)   Liens arising from precautionary UCC financing statement
                 filings regarding operating leases;

          (vii)  statutory and common law landlords' Liens under leases to which
                 the Borrower is a party;

          (viii) Liens securing the performance of bids, tenders, leases and
                 contracts in the ordinary course of business and statutory
                 obligations, surety bonds, performance bonds and other
                 obligations of like nature incurred in the ordinary course of
                 business (exclusive of obligations in respect of the payment
                 for borrowed money), PROVIDED that the aggregate amount of any
                 cash and the fair market value of any property subject to such
                 Liens do not exceed one million dollars ($1,000,000.00).

          (ix)   Liens arising out of the existence of judgments or awards in
                 respect of which the Borrower shall in good faith be
                 prosecuting an appeal or proceedings for review in respect of
                 which there shall have been secured a substituting stay of
                 execution pending such appeal or proceedings, PROVIDED that the
                 aggregate amount of any cash and the fair market value of any
                 property subject to such Liens do not exceed one million
                 dollars ($1,000,000.00).

          (x)    Liens granted by Borrower in favor of other parties on any
                 Collateral, PROVIDED the Liens are subject to the terms of an
                 intercreditor agreement between Lender and these parties.

         (xi)    Liens to secure Indebtedness arising from perfected purchase
                 money security interests for which the secured party has not
                 received payment in full, PROVIDED the Liens acquired do not
                 encumber any other assets of Borrower.

     "Person" shall mean any individual, partnership, joint venture, firm,
     corporation, association, limited liability company, trust or other
     enterprise or any government or political subdivision or any agency,
     department or instrumentality thereof.

     "Plan" shall mean any pension plan as defined in Section 3 (2) of ERISA,
     which is maintained or contributed to by (or to which there is an
     obligation to contribute of) Borrower or a Subsidiary of Borrower or an
     ERISA Affiliate, and each such plan for the five year period immediately
     following the latest date on which Borrower, or a Subsidiary of Borrower or
     an ERISA affiliate maintained, contributed to or had an obligation to
     contribute to such plan.

     "RCRA" shall mean the Resource Conservation and Recovery Act, as the same
     may be amended from time to time, 42 U.S.C. ss. 6901 ET SEQ.

     "Real Property" of any Person shall mean all the right, title and interest
     of such Person in and to land, improvements and fixtures, including
     Leaseholds.

     "Release" shall mean the disposing, discharging, injecting, spilling,
     pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring
     or migrating, into or upon any land or water or air, or otherwise entering
     into the environment.

     "Rental(s)" means, as of the date of determination thereof, all fixed
     payments (including as such all payments which the lessee is obligated to
     make to the lessor on termination of the lease or surrender of the
     property) payable by Borrower, as lessee or sub-lessee under a lease of
     real or personal property, but shall be exclusive of any amounts required
     to be paid by Borrower (whether or not designated as rents or additional
     rents) on account of maintenance, repairs, insurance, taxes and similar
     charges. Fixed rents under any so-called "percentage leases" shall be
     computed solely on the basis of the minimum rents, if any, required to be
     paid by the lessee regardless of sales volume or gross revenues.


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     "Reportable Event" shall mean an event described in Section 4043 (c) of
     ERISA with respect to a Plan that is subject to Title IV of ERISA other
     than those events as to which the 30-day notice period is waived under
     subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

     "Security Agreement" shall mean the Amended and Restated Security Agreement
     between Borrower and Lender executed and delivered contemporaneously
     herewith, along with any future amendments and modifications thereto.

     "Subsidiary" shall mean, as to any Person, (i) any corporation more than
     50% of whose stock of any class or classes having by the terms thereof
     ordinary voting power to elect a majority of the directors of such
     corporation (irrespective of whether or not at the time stock of any class
     or classes of such corporation shall have or might have voting power by
     reason of the happening of any contingency) is at a time owned by such
     Person and/or one or more Subsidiaries of such Person and (ii) any
     partnership, limited liability company, association, joint venture or other
     entity in which such Person and/or one or more Subsidiaries of such Person
     has more than a 50% equity interest at the time.

     "Tangible Net Worth" means, as applied to Borrower, the excess of
     Borrower's consolidated total assets over Borrower's total Consolidated
     Liabilities at the time in question, after excluding from the definition of
     assets the amount of all intangible items reflected therein, including,
     without limitation, (a) any write-up in the book value of an asset
     resulting from a revaluation thereof subsequent to the date of
     determination, (b) treasury stock, (c) receivables from Affiliates which
     are not Eligible Affiliate Receivables, (d) unamortized debt discounts and
     expenses, and (e) patents, trademarks, trade names, goodwill, deferred
     charges, organizational expenses and all similar items which should
     properly be treated as intangibles in accordance with GAAP.

     "Termination Date" means October 31, 2004.

     "UCC" shall mean the Uniform Commercial Code as from time to time in effect
     in the relevant jurisdiction.

     "Unfunded Current Liability" of any Plan shall mean the amount, if any, by
     which the actuarial present value of the accumulated plan benefits under
     the Plan as of the close of its most recent plan year, determined in
     accordance with actuarial assumptions at such time consistent with
     Statement of Financial Accounting Standards No. 87, exceeds the sum of (i)
     the market value of the assets allocable thereto and (ii) $100,000.

     "Used Equipment Inventory" means all Inventory not considered New
     Equipment.

2.   ADVANCES; LETTER OF CREDIT ADVANCES.

     Assuming no Event of Default has occurred and is continuing, Lender shall,
     until the Termination Date, make Advances to Borrower, up to an amount
     which when combined with all other outstanding Advances does not exceed the
     Maximum Borrowing Amount. Each Advance made under this Line of Credit shall
     be for an amount that shall not be less than One Hundred Thousand and
     00/100 dollars ($100,000.00). Request for Advances shall be made to the
     Lender by means of a document substantially in the form attached hereto as
     Exhibit B-1.

     In addition to the Advances described in the first paragraph of Section 2,
     the Line of Credit may be used to obtain stand by letters of credit with
     beneficiaries specified in the Request for Letter of Credit, which shall be
     substantially in the form attached hereto as Exhibit B-2.


                                       9
<PAGE>


     Unless the Request for Letter of Credit would cause the total amount of
     letters of credit to exceed the Letter of Credit Sublimit or unless the
     Request for Letter of Credit is submitted at a time when an Event of
     Default has occurred and is continuing, then upon receipt of the Request
     for Letter of Credit, Lender will issue the Letter of Credit in the amount
     specified in the Request for Letter of Credit. Lender shall charge Borrower
     for all of Lender's out of pocket expenses incurred in issuing the Letter
     of Credit, together with a Letter of Credit fee in the amount of one and a
     half (1.50%) percent of the amount of the Letter of Credit, which fee shall
     be payable upon issuance of the Letter of Credit. If the beneficiary draws
     on the Letter of Credit, the amount of the draw shall be treated as an
     Advance under the Line of Credit. The minimum amount of any Letter of
     Credit issued pursuant to this Section 2 shall be One Hundred Thousand and
     00/100 ($100,000.00) Dollars.

3.   TERM.

     This Line of Credit shall mature on October 31, 2004, at which time all
     outstanding principal balance, plus accrued but unpaid interest shall be
     due and payable.

4.   LINE OF CREDIT AMOUNT.

     The initial Line of Credit Amount shall be One Hundred and Twenty Five
     Million Dollars ($125,000,000.00) through April 30 2003. On May 1, 2003 the
     Line of Credit Amount shall be reduced to One Hundred and Five Million
     Dollars ($105,000,000.00).

     Furthermore, if the aggregate Advances outstanding under the Line of Credit
     exceed the Maximum Borrowing Amount, Borrower will, within fifteen (15)
     days after Lender's request therefore, make payments to Lender in an amount
     no less than such excess so that the aggregate Advances outstanding does
     not exceed the Maximum Borrowing Amount.

5.   CAPITAL AND OPERATING LEASE OBLIGATIONS.

     Lender agrees to make Capital or Operating Leases to Guarantor, Borrower,
     or any Subsidiary of Guarantor or Borrower, as may from time to time be
     requested, in such aggregate amounts of no less than Twenty Five Thousand
     Dollars ($25,000.00), but not exceeding at any one time outstanding an
     amount equal to the Maximum Capital and Operating Lease Amount. Borrower
     agrees that the aggregate amount outstanding for such Capital or Operating
     Leases will reduce the amount available for Advance under Section 4 of this
     Agreement. For purposes of this Section 5, the aggregate amount of such
     obligations, at any time, shall be the sum of the present value of the (i)
     remaining aggregate lease payments plus (ii) the aggregate stated purchase
     options, if any. The present value calculation shall be made by Lender
     using a discount rate reasonably selected by Lender.

6.   CREDIT LINE CERTIFICATES.

     Borrower shall provide to Lender a current Credit Line Certificate (a) with
     respect to each month end within fifteen (15) days after each such month
     end and (b) at any time reasonably requested by Lender. Borrower
     acknowledges that Lender may condition making any Advance upon receipt and
     review of a current Credit Line Certificate.

     Borrower shall also provide to Lender a current schedule of inventory in a
     form acceptable to Lender (a) with respect to each month end within fifteen
     (15) days after each such month end and (b) at any time requested by
     Lender.

     In addition, Borrower shall provide to Lender a monthly schedule of assets
     pledged to any other lender from which the Borrower has received a line of
     credit governed by a Credit Line formula in a form acceptable to the Lender
     (a) with respect to each month end within fifteen (15) days after each such
     month end and (b) at any time reasonably requested by Lender.


                                       10
<PAGE>


7.   COLLATERAL AUDIT & EVALUATION

     Borrower agrees, that until all Advances have been paid in full or this
     Loan Agreement has been terminated pursuant to Section 3, to pay the actual
     cost, subject to a mutually agreeable cap, for an annual evaluation of the
     Eligible Inventory and Eligible New and Used Inventory (collectively
     referred to as "Inventory" for purposes of this Section). Lender will bill
     Borrower the amount and provide Borrower a copy of the appraisal invoice,
     which will be due upon receipt. Upon the occurrence of or during the
     continuation of an Event of Default, or if Lender determines that there are
     changing market conditions, Lender may elect to have Inventory appraised as
     often as may deemed necessary by Lender. If Lender elects to have the
     Inventory appraised more frequently than annually, the cost of the
     additional appraisals will be paid solely by Lender, except during the
     continuation of an Event of Default, then 75% of the costs shall be borne
     by Borrower.

     Borrower also agrees, that until all Advances have been paid in full or
     this Loan Agreement has been terminated pursuant to Section 3, it will
     permit the Lender, or its designated representatives and agents, to conduct
     periodic audits and examinations of (a) all Collateral, including, but not
     limited to, its nature, composition, condition, location, and value, and
     (b) Borrower's books and records including, but not limited to, general
     ledgers, accounts receivable invoices and agings, accounts payable invoices
     and agings, and other records as deemed necessary to effectively monitor
     the Collateral and the quality and accuracy of Borrower's books and
     records. Borrower further agrees to pay the actual cost of any collateral
     verifications and one audit or examination per calendar year, limited to a
     maximum of $20,000 per annum; unless the Borrower is in default as
     described in Section 13, then there shall be no annual limitation of
     Borrower's expense. Lender will provide Borrower a copy of the billing
     invoice, which will be due upon receipt. If Lender elects to have the
     Collateral and books and records examined more frequently than annually,
     the cost of the examination will be paid solely by Lender unless an Event
     of Default has occurred and has not been cured.

     Borrower agrees that the Borrower will not create, incur, assume or suffer
     to exist any Lien upon or with respect to any Collateral of the Borrower,
     whether now owned or hereafter acquired, or permit the filing of any
     financing statement under the UCC or any other similar notice of Lien under
     any similar recording or notice statute; except for Permitted Liens.

8.   CONDITION PRECEDENT TO ALL LOANS.

     Lender shall not be obligated to make any Advance under this Loan Agreement
     if, at the time of the making of the proposed Advance, (a) an Event of
     Default has occurred and is continuing, or (b) the aggregate principal
     amount of Advances outstanding exceeds, or to be outstanding after giving
     effect to the proposed Advance would exceed, the Maximum Borrowing Amount,
     (c) Borrower's appointment as a John Deere Authorized
     Industrial/Construction/Agricultural Dealer has been canceled, or (d) there
     has been a material, adverse change in Borrower's financial condition.

9.   ADVANCE ACCOUNT; MONTHLY STATEMENTS.

     All Advances shall be charged, and payments received by Lender with respect
     to such Advances shall either (a) be credited, to an account maintained in
     Borrower's name on Lender's books (the "Advance Account") or (b) be
     remitted to the seller of equipment from whom Borrower is acquiring New
     Equipment. Lender shall on a monthly basis render to Borrower Advance
     Account information, which may be effected by means of posting such
     information to Lender's data base. Such information shall be deemed to be
     correct, accepted by and binding upon Borrower unless Lender shall receive
     a written notice of exceptions from Borrower within thirty (30) days after
     such information has been rendered to Borrower. Upon Lender's request,
     Borrower agrees to execute and deliver to Lender such promissory notes of
     Borrower as Lender shall request to evidence the Advances, but unless and
     until any such


                                       11
<PAGE>


     request is made by Lender, the Advance Account and the monthly statements
     thereof rendered by Lender to Borrower shall constitute the primary
     evidence of the Advances. Borrower may request Advances, and provide
     information related to Advances, through its computer terminal, but Lender
     shall be entitled to assume that any such request or information has been
     (a) authorized by Borrower and (b) communicated by an authorized
     representative of Borrower.

10.  INTEREST.

     All Advances shall bear interest payable monthly, at a rate per annum equal
     to the Line of Credit Rate. Interest shall be calculated by applying a
     daily rate, which is the Line of Credit Rate divided by 360, to the actual
     ending daily balance of Borrower's account for each day of the billing
     cycle.

11.  FINANCIAL COVENANTS.

     Except as otherwise indicated herein, any financial terms used in
     connection with financial covenants herein are used in accordance with
     generally acceptable accounting principles. Terms used in this Loan
     Agreement that are not described in Section 1 of this Loan Agreement are
     defined in the manual captioned "Comparative Management Review" published
     by Deere & Company annually.

     For purposes of this Section 11, the financial requirements contained
     herein will be based on the consolidated financial information of the
     Guarantor as defined herein.

     The following financial requirements will be maintained as of the end of
     each fiscal quarter beginning with the first full fiscal quarter following
     execution of this Agreement:

     (i)   the ratio of Consolidated Total Liabilities minus Subordinated
           Indebtedness to the sum of Tangible Net Worth plus Subordinated
           Indebtedness to be less than or equal to 4.5 to 1;

     (ii)  the ratio of the Consolidated EBIT on a rolling four-quarter basis to
           Consolidated Interest Expense at the end of each of the following
           fiscal quarters end to be greater than or equal to .65 to 1.00 for
           the fiscal quarter ended July 31, 2002, 1.00 to 1.00 for the fiscal
           quarter ended October 31, 2002 and 1.25 to 1.00 beginning on January
           31, 2003 and for all quarters thereafter;

     Further, the following financial requirement(s) will be maintained as of
     the end of each fiscal year:

     (i)   the Tangible Net Worth plus Subordinated Indebtedness at any time
           must be greater than $60.0 million plus 75% of the net income from
           each quarter thereafter (with no credit allowed for quarters in which
           Borrower has a loss) and at all times thereafter.

     Additionally, Borrower agrees to provide Lender with a covenant compliance
     certificate concurrently with the submission of the required financial
     statements each quarter detailing each financial covenant, the level of
     performance required by the financial covenant, and the actual level of
     performance achieved relating to the financial covenants. Borrower agrees
     that the Covenant Compliance Certificate shall be certified as true and
     accurate by a financial officer of Borrower and/or Guarantor. Any covenant
     waivers provided to the Borrower at the Borrower's request from the Lender
     as a result of non-compliance with financial covenants are subject to a
     Five Thousand Dollar ($5,000.00) fee per waiver. This fee is due and
     payable at the time of the waiver request.


                                       12
<PAGE>


12.  FINANCIAL REPORTS.

     Borrower agrees that, until the Advances have been paid in full, it will
     furnish Lender: (a) within one hundred (100) days after the end of each
     fiscal year of Borrower, a balance sheet of Borrower as of the end of, and
     an income statement and a cash flow statement covering, such fiscal year,
     all prepared in accordance with generally accepted principles and practices
     of accounting consistently applied, all of which shall have been audited
     and certified by independent certified public accountants selected by
     Borrower and satisfactory to Lender; (b) within one hundred (100) days
     after the end of each fiscal year of Borrower, an annual business plan or
     operating budget including proforma balance sheet and income statement for
     the next fiscal year; (c) within fifty (50) days after the end of each
     calendar quarter of Borrower, a balance sheet of Borrower as of the end of,
     and an income statement covering, such quarter, all prepared in accordance
     with generally accepted principles and practices of accounting consistently
     applied (Form 10-Q, as submitted to the Securities and Exchange Commission,
     shall be acceptable); and (d) such further information regarding the
     business affairs and financial condition of Borrower as Lender may
     reasonably require. Lender agrees that it shall hold the information
     provided in this Section 12 and shall not disclose the information except
     (i) in response to a valid subpoena of a court or an administrative agency,
     (ii) in connection with an effort to sell a portion of the Loan to another
     Lender either through a syndication or a participation or (iii) in
     connection with an attempt to collect the Loan following an Event of
     Default. No disclosure shall be made pursuant to clause (ii) of the
     preceding sentence without Borrower's prior written consent.

13.  EVENTS OF DEFAULT.

     The following events shall each constitute a default under this Loan
     Agreement, if such event shall continue for a period of ten (10) Business
     Days (five (5) Business Days for default on payment of principal or
     interest) after written notice thereof has been given to Borrower by
     Lender: (a) any breach or failure of Borrower to observe or perform any of
     its Obligations or undertakings hereunder, including, without limitation,
     the payment of all amounts on the date required; (b) any material
     misrepresentation by Borrower to Lender in connection with the business and
     financial condition or organizational structure of Borrower or any material
     misrepresentation relating to the Collateral; (c) dissolution of Borrower
     or death or dissolution of any guarantor of, or surety for, Borrower's
     obligations hereunder; (d) the termination by any Guarantor or surety of a
     guaranty or suretyship with respect to Borrower; (e) Borrower or any
     guarantor or surety (i) makes an assignment for the benefit of creditors;
     or (ii) files or has filed against it a petition in bankruptcy or for the
     appointment of a receiver and such petition or appointment is not dismissed
     within sixty (60) days of filing; (f) any material reduction in the value
     of the Collateral or any act of Borrower which imperils the prospect of
     full performance or satisfaction of Borrower's obligations hereunder; (g)
     Borrower has concealed, removed, transferred or permitted to be concealed,
     removed or transferred, any part of its assets, so as to hinder, delay or
     defraud any of its creditors or in such manner as would be fraudulent under
     any bankruptcy, insolvency, fraudulent conveyance or similar law; (h) any
     breach or failure of Borrower to observe or perform any of the promises or
     covenants in this Agreement, including making Meaningful Progress toward
     achieving compliance with the requirements described in Section 11; (i)
     Borrower has voluntarily or involuntarily given up or lost its status as an
     Authorized John Deere Construction or Agricultural Equipment Dealer; (j)
     any default by Borrower under its John Deere Construction Dealer Agreement;
     or (k) any default by Borrower under the John Deere Construction Dealer
     Finance Agreement it has entered into with John Deere Construction
     Equipment which is not cured within any applicable cure period.

14.  REMEDIES.

     Upon the occurrence of an Event of Default, (and following a 90 day cure
     period for an Event of Default arising out of a violation of a covenant
     described in Section 11 of this Agreement) Lender shall have, in addition
     to any and all rights it has under any applicable law or equity (including
     but not limited to the Uniform Commercial Code), the following rights.


                                       13
<PAGE>


     o    to terminate this Loan Agreement immediately and to declare any and
          all indebtedness or liabilities of Borrower to Lender immediately due
          and payable without notice or demand.

     o    to take immediate and exclusive possession of all Collateral or any
          part thereof, wherever it may be found, and also may enter any of the
          premises of Borrower, with or without process of law, without force,
          wherever the Collateral may be or supposed to be and take possession
          of, and remove, sell, and dispose of, the Collateral, or any part
          thereof, at public auction or private sale. Lender reserves the right
          to bid and become the purchaser at any such sale. Borrower hereby
          specifically waives any right to judicial proceedings prior to
          Lender's exercise of this right of "self-help" repossession.

     o    to require Borrower to assemble the Collateral and make it available
          to Lender, at Borrower's expense, at a convenient place designated by
          Lender.

     o    to require Borrower to pay all costs incurred by Lender in the
          collection of any indebtedness or liabilities owed Lender by Borrower
          and the enforcement of any obligations of Borrower to Lender,
          including the costs of repossession, reasonable attorney's fees and
          other legal expenses.

15.  NOTICE.

     Any notification shall be deemed reasonably and properly given if mailed at
     least ten (10) days before such disposition, postage prepaid, addressed to
     Borrower.

16.  WAIVER OF DEFAULTS.

     Lender may, in its sole discretion, waive any Event of Default or, at
     Borrower's expense, cure any default. Any such waiver in a particular
     instance or of a particular Event of Default shall not be a waiver of other
     defaults or the same kind of default at another time.

17.  POWER OF ATTORNEY.

     Borrower hereby designates, constitutes and appoints Lender as
     attorney-in-fact of Borrower irrevocably and with power of substitution,
     with authority, after any event of default has occurred, to endorse the
     name of Borrower on any notes, acceptances, checks, drafts, money orders or
     other evidences of payment or proceeds of the Collateral that may come into
     Lender's possession and to do all acts and things necessary and advisable,
     in the sole discretion of Lender to carry out and enforce this Agreement.
     All acts of said attorney or designee are hereby ratified and approved and
     said attorney or designee shall not be liable for any acts of commission or
     omission nor for any error of judgment or mistake of fact or law. This
     power of attorney, being coupled with an interest, is irrevocable while any
     indebtedness to Lender (or any Lender affiliated with Lender) remains
     unpaid.

18.  TERMINATION.

     Upon termination of this Loan Agreement pursuant to Section 3, the
     Advances, and all other indebtedness owed to Lender pursuant to any
     financing arrangement with Lender, will be due and payable on the
     Termination Date unless Borrower elects to pay such amounts in accordance
     with the following terms. All indebtedness shall be paid off completely six
     (6) months after the Termination Date, and shall be paid off in six (6)
     monthly installments. Each installment shall be in an amount which shall be
     the sum of one-sixth of the principal balance outstanding on the
     Termination Date plus all accrued interest and other fees to the date of
     the installment. Provided, that the proportion the total outstanding
     balance of indebtedness bears to the Credit Line Amount shall never be
     greater than the proportion the total outstanding balance of indebtedness
     bore to the Credit Line Amount on the Termination Date. The total principal
     balance shall bear interest until completely paid at a rate equal to the
     Line of Credit


                                       14
<PAGE>


     Rate. This Section 18 shall not apply to Termination following the
     occurrence of an Event of Default as described in Section 13.

19.  CHANGE IN OWNERSHIP.

     Borrower agrees to notify Lender in writing within fifteen (15) days of any
     change in ownership which would require approval of such change as
     described in the John Deere Construction & Forestry Dealer Agreement, the
     John Deere Agriculture Dealer Agreement or its successor agreement(s).

20.  COMPLIANCE WITH ERISA.

     Each Plan (and each related trust, insurance contract or fund) is in
     compliance with its terms and with all applicable laws, including without
     limitation ERISA and the Code, except for any such instances of
     noncompliance as could not, individually or in aggregate, reasonably be
     expected to have an adverse effect on the business, operations, properties,
     assets, liabilities, condition (financial or otherwise) or prospects of the
     Borrower and its Subsidiaries taken as a whole; each Plan (and each related
     trust, if any) which is intended to be qualified under Section 401 (a) of
     the Code has received a determination letter from the Internal Revenue
     Service to the effect that it meets the requirements of Section 401 (a) and
     501 (a) of the Code; no Reportable Event has occurred and is continuing; no
     Plan which is a multiemployer plan (as defined in Section 4001 (a) (3) of
     ERISA) is insolvent or in reorganization; no plan has an Unfunded Current
     Liability; no Plan which is subject to Section 412 of the Code or Section
     302 of ERISA has an accumulated funding deficiency, within the meaning of
     such Sections of the Code or ERISA, or has applied for or received a waiver
     of an accumulated funding deficiency or an extension of any amortization
     period, within the meaning of Section 412 of the Code or Section 303 or 304
     of ERISA; except as could not reasonably be expected to result in any
     material liability to the Borrower or any of its Subsidiaries, all
     contributions required to be made with respect to a Plan have been timely
     made; neither the Borrower nor any Subsidiary of the Borrower nor any ERISA
     Affiliate has incurred any material liability (including any indirect,
     contingent or secondary liability) to or on account of a Plan pursuant to
     Section 409, 502 (i), 502 (l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or
     4212 of ERISA or Section 401 (a) (29), 4971 or 4975 of the Code or, to the
     knowledge of any executive officer of the Borrower, expects to incur any
     such material liability under any of the foregoing sections with respect to
     any Plan; no condition exists which presents a material risk to the
     Borrower or any Subsidiary of the Borrower or any ERISA Affiliate of
     incurring a material liability to or on account of a Plan pursuant to the
     foregoing provisions of ERISA and the Code; no proceedings have been
     instituted to terminate or appoint a trustee to administer any Plan which
     is subject to Title IV of ERISA; no material action, suit, proceeding,
     hearing, audit or investigation with respect to the administration,
     operation or the investment of assets of any Plan (other than routine
     claims for benefits) is pending or, to the knowledge of any executive
     officer of the Borrower, expected or threatened; using actuarial
     assumptions or computation methods consistent with Part 1 of Subtitle E of
     Title IV of ERISA, the aggregate liabilities of the Borrower and its
     Subsidiaries and its ERISA Affiliates to all Plans which are multiemployer
     plans (as defined in Section 4001 (a) (3) of ERISA) in the event of a
     complete withdrawal therefrom, as of the close of the most recent fiscal
     year of each such Plan ended prior to the date of the most recent Advance,
     would not exceed an amount that is material to the Borrower and its
     Subsidiaries taken as a whole; no material lien imposed under the Code or
     ERISA on the assets of the Borrower or any Subsidiary of the Borrower or
     any ERISA Affiliate exists or, to the knowledge of any executive officer of
     the Borrower, is likely to arise on account of any Plan; and the Borrower
     and its Subsidiaries may cease contributions to or terminate any employee
     benefit plan maintained by any of them without incurring material
     liability.


                                       15
<PAGE>


21.  ENVIRONMENTAL MATTERS.

     Borrower shall notify Lender promptly after any officer of the Borrower or
     its Subsidiaries obtains knowledge thereof, notice of one or more of the
     following environmental matters, unless such environmental matters could
     not, individually or when aggregated with all other such environmental
     matters, be reasonably expected to materially and adversely affect the
     business, operations, property, assets, liabilities, condition (financial
     or otherwise) or prospects of the Borrower and its Subsidiaries taken as a
     whole:

          (i)    any pending or threatened Environmental Claim against the
                 Borrower or any of its Subsidiaries or any Real Property owned,
                 leased or operated by the Borrower or any of its Subsidiaries;

          (ii)   any condition or occurrence on or arising from any Real
                 Property owned, leased or operated by the Borrower or any of
                 its Subsidiaries that (a) results in noncompliance by the
                 Borrower or any of its Subsidiaries with any applicable
                 Environmental Law or (b) could be expected to form the basis of
                 an Environmental Claim against the Borrower or any of its
                 Subsidiaries or any such Real Property;

          (iii)  any condition or occurrence on any Real Property owned, leased
                 or operated by the Borrower or any of its Subsidiaries that
                 could be expected to cause Real Property to be subject to any
                 restrictions on ownership, lease, occupancy, use or
                 transferability by the Borrower or any of its Subsidiaries of
                 such Real Property under any Environmental Law; and

          (iv)   the taking of any removal or remedial action in response to the
                 actual or alleged presence of any Hazardous Material on any
                 Real Property owned, leased or operated by the Borrower or any
                 of its Subsidiaries as required by any Environmental Law or any
                 governmental or other administrative agency; PROVIDED, that in
                 any event the Borrower shall deliver to Lender all notices
                 received by the Borrower or any of its Subsidiaries from any
                 government or governmental agency under, or pursuant to, CERCLA
                 which identify the Borrower or any of its Subsidiaries as
                 potentially responsible parties for remediation costs or which
                 otherwise notify the Borrower or any of its Subsidiaries of
                 potential liability under CERCLA.

22.  MODIFICATIONS.

     No modification or change in this Loan Agreement or any related note,
     instrument or agreement shall bind Lender, unless such changes or
     modifications shall be in writing signed by Lender. No oral agreements
     shall be binding on either party.

23.  SEVERABILITY.

     Any provisions hereof contrary to, prohibited by or invalid under
     applicable laws or regulations shall be inapplicable and deemed omitted
     herefrom, but shall not invalidate the remaining provisions hereof.

24.  GOVERNING LAW.

     This Loan Agreement shall be governed by, and construed in accordance with,
     the laws of the State of IOWA, where this Loan Agreement is entered into
     and accepted.

25.  PARTIES.

     This Loan Agreement shall be binding on and inure to the benefit of
     Borrower and Lender and their respective successors and assigns, except
     that Borrower may not assign or transfer any of its rights under this Loan
     Agreement without the prior written consent of Lender.


                                       16
<PAGE>


26.  ARBITRATION.

     Except as specified below, all actions, disputes, claims and controversies
     under common law, statutory law or in equity of any type or nature
     whatsoever (including, without limitation, all torts, contract actions,
     whether regarding express or implied terms, such as implied covenants of
     good faith, fair dealing, and the commercial reasonableness of any
     Collateral disposition, or any other contract claim, all claims of
     deceptive trade practices or lender liability, and all claims questioning
     the reasonableness or lawfulness of any act), whether arising before or
     after the date of this Agreement, and whether directly or indirectly
     relating to: (a) this Agreement or any amendments and addenda hereto, or
     the breach, invalidity or termination hereof; (b) any previous or
     subsequent agreement between Lender and Borrower; or (c) any other
     relationship, transaction or dealing between Lender and Borrower
     (collectively, the "Disputes"), will be subject to and resolved by binding
     arbitration.

     26.1  Any dispute arising out of or relating to this agreement or the
           breach, termination or validity thereof, shall be determined by
           arbitration in the Division of the Federal Judicial District having
           jurisdiction over Des Moines, Iowa in accordance with the provisions
           of Section 26 and the Commercial Arbitration Rules ("Rules") of the
           American Arbitration Association ("AAA") in effect on the date of
           this Agreement by a single arbitrator. If the Dispute involves more
           than $1 million dollars, three arbitrators shall be selected to hear
           the dispute. The arbitrator or panel of arbitrators shall base their
           award on this Agreement and applicable law and judicial precedent and
           shall accompany their award with a written explanation of the reasons
           for their award. The arbitration shall be governed by the substantive
           laws of the State of Iowa applicable to contracts made and to be
           performed therein and by the arbitration laws of the United States
           (Title 9, US Code), and judgment upon the award rendered by the
           arbitrator (s) may be entered in any court having jurisdiction
           thereof.

     26.2  Every person nominated or recommended to serve as an arbitrator
           hereunder shall be a lawyer with excellent academic and professional
           credentials and be a partner in (or of counsel to) a highly respected
           law firm who has had experience as an arbitrator and at least twenty
           (20) years experience as a practicing attorney specializing in
           corporate, commercial and financial matters, with expertise in
           interpreting contracts in the field of law involved in the subject
           controversy.

     26.3  The arbitrator shall be selected in as provided in this Section 26
           and otherwise in accordance with the AAA's Commercial Arbitration
           Rules in effect on the date of this Agreement, except that each party
           shall be entitled to strike on a peremptory basis any or all of the
           names of potential arbitrators on the list submitted to the parties
           by the AAA as being qualified in accordance with the criteria set
           forth in paragraph 26.2 hereof. If the parties cannot agree on a
           mutually acceptable arbitrator from the list submitted by the AAA,
           the Regional Vice-President of the AAA, under the supervision of the
           AAA's national department of case administration, shall submit to
           both parties a second list containing the names of three lawyers
           meeting the foregoing qualifications, each of whom shall be a member
           of the AAA's Commercial Finance Disputes Arbitration Panel, and each
           party shall be entitled to strike one of such names on a peremptory
           basis, indicating its order of preference with respect to the
           remaining names, and the selection of the arbitrator shall be made by
           such Regional Vice-President from among such name(s) which have not
           been so stricken by either party in accordance with their designated
           order of mutual preference.

     26.4  Each party will, upon the written request of the other party, provide
           the other with copies of documents relevant to the issues raised by
           any claim or counterclaim. Other discovery may be ordered by the
           arbitrator. Any dispute regarding discovery, including disputes as to
           the need therefor or the relevance or scope thereof, shall be
           determined by the arbitrator, which determination shall be
           conclusive. All expenses and fees of the arbitrator and expenses for
           hearing facilities, stenographers and other expenses of the
           arbitration shall be borne equally by both parties unless the
           arbitrator in the award assesses such expenses against one of the
           parties other than equally. Each party shall


                                       17
<PAGE>


           bear its own counsel fee and the expenses of its witnesses except to
           the extent otherwise provided in the Agreement. Any attorney who
           serves as an arbitrator shall be required to agree to do so for a fee
           based on his or her current hourly rate for handling commercial
           matters. The arbitration proceedings conducted pursuant hereto shall
           be confidential. Neither party shall disclose any information about
           the evidence adduced by the other in the arbitration proceedings or
           about documents produced by the other in connection with the
           proceeding except in the course of a judicial, regulatory or
           arbitration proceeding or as may be requested by governmental
           authority. Before making any disclosure permitted by the preceding
           sentence, the party intending to make such disclosure shall give the
           other party reasonable written notice of the intended disclosure and
           afford the other party opportunity to protect its interests. The
           arbitrator(s) expert witnesses and stenographic reporters shall sign
           appropriate nondisclosure agreements in order to effectuate this
           agreement of the parties as to confidentiality. The arbitrator(s)
           shall set forth their findings of fact and conclusions of law and
           shall render an award based thereon. Upon application to the court
           for an order confirming, modifying or vacating the award, the court
           shall have the power to review (a) whether the findings of fact
           rendered by the arbitrator(s) are supported by substantial evidence
           and (b) whether, as a matter of law based on such findings of fact,
           the award should be affirmed, modified or vacated. Upon such
           determination, judgment shall be entered in favor of either party
           consistent herewith.

     26.5  Nothing herein will be construed to prevent Lender's or Borrower's
           use of bankruptcy, receivership, injunction, repossession, replevin,
           claim and delivery, sequestration, seizure, attachment, foreclosure,
           or any other prejudgment or provisional action or remedy relating to
           any Collateral for any current or future debt owed by either party to
           the other. Any such action or remedy will not waive Lender's or
           Borrower's right to compel arbitration of any Dispute. If either
           Lender or Borrower brings any other action for judicial relief with
           respect to any Dispute, the party bringing such action will be liable
           for and immediately pay all of the other party's costs and expenses
           (including attorney's fees) incurred to stay or dismiss such action
           and remove or refer such Dispute to arbitration.





                                       18
<PAGE>


This Loan Agreement has been executed as of the date first above written.


LENDER:                                           BORROWER:
John Deere Construction and Forestry Company      RDO Agriculture Equipment Co.

By:  /s/ David A. Rueter                          By:  /s/ Steven B. Dewald
     ----------------------------------           ------------------------------

Its: Div. Wholesale Fin. Mgr.                     Its: CFO
     ----------------------------------           ------------------------------


John Deere Company, a Division of Deere           RDO Construction Equipment Co.
& Company

By:  James R. Spear                               By:  /s/ Steven B. Dewald
     ----------------------------------           ------------------------------

Its: Mgr, Ag Whsl. Finance                        Its: CFO
     ----------------------------------           ------------------------------


Deere Credit, Inc.

By:  /s/ David A. Rueter
     ----------------------------------           ------------------------------

Its: Div. Wholesale Fin. Mgr.
     ----------------------------------


                                                  RDO Financial Services Co.


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


                                                  Its: CFO
                                                       -------------------------


                                                  RDO Material Handling Co.


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


                                                  Its: CFO
                                                  ------------------------------






                                                  ------------------------------



                                                  ------------------------------


                                       19