Exhibit 4.1
                                                                     -----------


                                 TRUST INDENTURE


                                     between


               BANDO McGLOCKLIN SMALL BUSINESS LENDING CORPORATION


                                       and


                       FIRSTAR BANK, NATIONAL ASSOCIATION,
                                   as Trustee





                            Dated as of March 1, 2000





                                  Relating to:

                                   $8,765,000
                    Industrial Development Revenue Bond Trust
                           Weekly Variable Rate Demand
                         Certificates of Participation,
                          Series A, B, C, D, E, F and G



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                                TABLE OF CONTENTS
                                                                            Page

ARTICLE I    DEFINITIONS AND GENERAL PROVISIONS................................2
   1.01.       Definitions.....................................................2
   1.02.       Rules of Interpretation.........................................7

ARTICLE II   THE CERTIFICATES..................................................8
   2.01.       The Certificates................................................8
   2.02.       Redemption of Senior Certificates...............................9
   2.03.       Mandatory Tender of Senior Certificates........................10
   2.04.       Execution......................................................10
   2.05.       Mutilated, Lost and Destroyed Certificates.....................11
   2.06.       Partial Redemption.............................................11
   2.07.       Notice of Redemption...........................................11
   2.08.       Effect of Redemption; Cancellation.............................12
   2.09.       Registration, Transfer and Exchange of Certificates............12
   2.10.       Interest Rights Preserved; Dating of Certificates..............13
   2.11.       Persons Deemed Owners of Certificates..........................13
   2.12.       Cessation and Continuation of Interest.........................14
   2.13.       Transfer and Book-Entry System for Senior Certificates.........14
   2.14.       Purchase of Tendered Senior Certificates;
                 Senior Certificate Purchase Account..........................16
   2.15.       Purchase of Senior Certificates at Option of Owner.............17
   2.16.       Treatment of Untendered Certificates...........................19
   2.17.       Remarketing of Senior Certificates Tendered for Purchase.......19
   2.18.       Concerning the Remarketing Agent...............................20
   2.19.       Concerning the Tender Agent....................................20
   2.20.       Additional Series of Senior Certificates.......................21

ARTICLE III  FORM OF CERTIFICATES.............................................21
   3.01.       Form of Senior Certificates....................................21
   3.02.       Form of Junior Certificates....................................21
   3.03.       Additional Matters Appearing on Certificates...................21

ARTICLE IV   GENERAL COVENANTS................................................21
   4.01.       Payment of Principal and Interest..............................21
   4.02.       Right to Payments under IDRBs;
                 Instruments of Further Assurance.............................22

ARTICLE V    FUNDS AND ACCOUNTS...............................................22
   5.01.       Acquisition Funds..............................................22
   5.02.       IDRB Funds.....................................................22
   5.03.       Trustee's Maintenance of Records of
                 Payments on Certificates.....................................23
   5.04.       Trustee Reports................................................24
   5.05.       Reporting of IDRB Interest Rates and IDRB Payments.............24



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ARTICLE VI   INVESTMENTS......................................................24
   6.01.       Investments by Trustee.........................................24

ARTICLE VII  DISCHARGE OF LIEN................................................24
   7.01.       Conditions for Discharge.......................................24
   7.02.       Payment of Certificates........................................25
   7.03.       Cancellation of Surrendered Senior Certificates................26

ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND
               OWNERS OF SENIOR CERTIFICATES..................................26
   8.01.       Events of Default..............................................26
   8.02.       Acceleration...................................................27
   8.03.       Other Remedies; Rights of Owners of Senior Certificates........28
   8.04.       Direction of Proceedings by Owners of Senior Certificates......29
   8.05.       Waiver of Stay or Extension Laws...............................30
   8.06.       Application of Moneys..........................................30
   8.07.       Remedies Vested in Trustee.....................................31
   8.08.       Rights and Remedies of Owners of Senior Certificates...........31
   8.09.       Termination of Proceedings.....................................32
   8.10.       Waiver of Events of Default....................................32
   8.11.       Draws Under Letter of Credit...................................32
   8.12.       Substitute Letter of Credit....................................34
   8.13.       Concerning the Letter of Credit................................34

ARTICLE IX   THE TRUSTEE......................................................35
   9.01.       Acceptance of the Trustee......................................35
   9.02.       Fees, Charges and Expenses of the Trustee......................37
   9.03.       Notice to Owners of Certificates if Default Occurs.............37
   9.04.       Intervention by Trustee........................................38
   9.05.       Successor Trustee..............................................38
   9.06.       Resignation by the Trustee.....................................38
   9.07.       Removal of Trustee.............................................38
   9.08.       Appointment of the Successor Trustee by the Owners
                 of Certificates; Temporary Trustee...........................38
   9.09.       Concerning any Successor Trustees..............................39
   9.10.       Trustee Protected in Relying Upon Resolutions, Etc.............39
   9.11.       Successor Trustee as Custodian of Funds........................39

ARTICLE X    SUPPLEMENTAL INDENTURES..........................................39
   10.01.      Supplemental Indentures Not Requiring Consent of
                 Owners of Certificates.......................................39
   10.02.      Supplemental Indentures Requiring Consent of Owners
                 of Senior Certificates.......................................40
   10.03.      Supplemental Indentures Requiring Consent of Owners
                 of Junior Certificates.......................................41



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   10.04.      Effect of Supplemental Indentures..............................41
   10.05.      Consent of BMSBLC and Bank.....................................42
   10.06.      Rights of Trustee..............................................42

ARTICLE XI   AMENDMENT OF LOAN AGREEMENT OR LETTER OF CREDIT..................42
   11.01.      Amendments, Etc. to Letter of Credit Not Requiring
                 Consent of Owners of Senior Certificates.....................42
   11.02.      Amendments, Etc. to Letter of Credit Requiring
                 Consent of Owners of Senior Certificates.....................42
   11.03.      Consent of Trustee and BMSBLC..................................43
   11.04.      Consent of Bank................................................43

ARTICLE XII  MISCELLANEOUS....................................................43
   12.01.      Consent, Etc. of Owners of Certificates........................43
   12.02.      Limitation of Rights...........................................44
   12.03.      Severability...................................................44
   12.04.      Notices........................................................44
   12.05.      Counterparts...................................................45
   12.06.      Third-Party Beneficiary........................................45

EXHIBITS

Exhibit A - Form of Senior Certificate...............................Exhibit A-1
Exhibit B - Form of Junior Certificate...............................Exhibit B-1
Exhibit C - Form of Notice of Mandatory Tender Date..................Exhibit C-1
Exhibit D - Form of Tender Notice....................................Exhibit D-1

SERIES SUPPLEMENTS

Series A -    Village of Grafton, Wisconsin, Industrial
                Development Revenue Bonds, Series 1996
                (Calibre, Inc. Project)...............................Series A-1
Series B -    City of Mequon, Wisconsin, Industrial
                Development Revenue Bonds, Series 1996
                (SPI Lighting, Inc. Project)..........................Series B-1
Series C -    City of Waukesha, Wisconsin, Industrial
                Development Revenue Bonds, Series 1996
                (Hydro-Thermal Corporation Project)...................Series C-1
Series D -    Village of Menomonee Falls, Wisconsin, Industrial
                Development Revenue Bonds, Series 1996 (Becker
                Machine Co., Inc. Project)............................Series D-1
Series E -    Village of Johnson Creek, Wisconsin, Industrial
                Development Revenue Bonds, Series 1995 (Saelens
                Corporation Project)..................................Series E-1
Series F -    Village of Grafton, Wisconsin, Industrial
                Development Revenue Bonds, Series 1995
                (Calibre, Inc. Project)...............................Series F-1
Series G -    City of New Berlin, Wisconsin, Industrial
                Development Revenue Bonds, Series 1996 (Toolrite
                Manufacturing Co., Inc. Project)......................Series G-1



                                      -iii-


<PAGE>



                                   $8,765,000
                    Industrial Development Revenue Bond Trust
                           Weekly Variable Rate Demand
                         Certificates of Participation,
                          Series A, B, C, D, E, F and G


                                 TRUST INDENTURE


          THIS  TRUST  INDENTURE,  dated as of March 1, 2000,  is between  BANDO
McGLOCKLIN  SMALL  BUSINESS  LENDING   CORPORATION,   a  Wisconsin   corporation
("BMSBLC"),  and FIRSTAR BANK, NATIONAL ASSOCIATION,  Milwaukee,  Wisconsin,  as
Trustee (the "Trustee").

                              W I T N E S S E T H:

          WHEREAS,  BMSBLC is the current owner of all of the bonds  outstanding
of several issues of industrial  development  revenue bonds ("IDRBs")  issued by
several  Wisconsin  municipalities,  which  IDRBs are  described  in the  Series
Supplements attached hereto; and

          WHEREAS,   BMSBLC  desires  to  create  several   partnerships,   each
corresponding  to a Series of IDRBs, in the form of a trust,  under which Owners
of Senior  Certificates  will  participate,  on a senior,  prior  basis,  in the
payments of principal  of and  interest on such IDRBs,  and the Owners of Junior
Certificates will participate on a junior, subordinate basis therein;

          NOW,  THEREFORE,  BMSBLC,  in  consideration  of the  premises and the
acceptance  by the Trustee of the trusts  hereby  created and the  purchase  and
acceptance of the  Certificates  by the Owners  thereof,  in order to secure the
payment of the principal of and interest on the Certificates  according to their
tenor and effect and, on a subordinate basis thereto,  to secure the obligations
owed to the Bank (defined herein) under the Credit Agreement  (defined  herein),
does hereby grant, bargain,  sell, convey,  confirm,  transfer in trust, assign,
pledge and grant a security  interest in all rights,  interest and  privilege of
BMSBLC  in,  to and under the IDRBs to the  Trustee,  and to its  successors  in
trust, and to them and their assigns,  forever,  including,  but not limited to,
all revenues and income received by the Trustee  relating to such IDRBs, and all
proceeds of such revenues and income, all of which are hereby expressly assigned
to the Trustee, subject to the rights of the Bank, for deposit in trust accounts
in  accordance  with  Article  V  hereof,  and all  proceeds  from any  property
described  above,  and any and all other  property of every name and nature from
time  to  time  hereafter  by  delivery  or by  writing  of any  kind  conveyed,
mortgaged,  pledged,  assigned  or  transferred  as or for  additional  security
hereunder  by  BMSBLC  or by any  issuer or  trustee  or anyone  acting on their
behalf,  to the Trustee,  which is hereby authorized to receive any and all such
property  at any and all times and to hold and  apply  the same  subject  to the
terms hereof;

          TO HAVE AND TO HOLD all the same with all privileges and appurtenances
hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and
its successors in said trust and to them and their assigns forever;



                                       1
<PAGE>


          IN TRUST NEVERTHELESS,  upon the terms and trusts herein set forth for
the benefit,  security and protection of all Owners of Certificates issued under
and secured by this Trust Indenture, without privilege,  priority or distinction
as to lien or otherwise,  except as otherwise expressly provided herein, and, on
a subordinate basis thereto,  to secure the Bank as described above,  BMSBLC and
the Trustee mutually covenant and agree for the equal and proportionate  benefit
of all Owners of Certificates as follows:

                                    ARTICLE I

                       DEFINITIONS AND GENERAL PROVISIONS

          Section 1.01.  Definitions.  Capitalized terms in this Trust Indenture
shall have the following respective meanings unless the context clearly requires
otherwise:

          Authorized Denomination of Senior Certificates: $5,000 or any integral
multiple thereof.

          Bank: Firstar Bank,  National  Association,  Cincinnati,  Ohio, or the
provider of any Substitute Letter of Credit.

          Bank  Purchase  Date:  the  date  of  purchase  of all  of the  Senior
Certificates  of a Series by the Bank as provided in Section  8.02 of this Trust
Indenture.

          Beneficial Owner: the actual purchaser of a Senior Certificate.

          Beneficial  Ownership  Interest:  the  ownership  interest in a Senior
Certificate of a Beneficial Owner.

          BMSBLC:  Bando  McGlocklin  Small  Business  Lending  Corporation,   a
Wisconsin corporation, its successors and assigns.

          Bond Counsel and Special Counsel:  counsel whose legal and tax opinion
on bond issues is  nationally  recognized;  initially,  Michael Best & Friedrich
LLP.

          Business  Day:  any day other than a Saturday,  Sunday or other day on
which  commercial banks in the city in which the principal office of the Trustee
or the Bank is located are required or authorized  by law or executive  order to
remain closed or other day on which the New York Stock  Exchange is not open for
business.

          Cap Rate:  the  lesser of 10%,  or the  interest  rate  payable on the
applicable IDRB minus 0.1%.

          Certificates:  the  Industrial  Development  Revenue Bond Trust Weekly
Variable  Rate  Demand  Certificates  of  Participation  of one or more  Series,
authorized  under  this  Trust  Indenture  to be  issued  in the form of  Senior
Certificates and a Junior Certificate for each Series.

          Certificate Register:  the register maintained by the Trustee pursuant
to Section 2.09 hereof.



                                       2
<PAGE>


          Closing Date:  the date on which the Senior  Certificates  of a Series
will be delivered to the Underwriter,  and the corresponding  Junior Certificate
will be delivered to BMSBLC, in exchange for payment for them.

          Code: the Internal  Revenue Code of 1986, as amended,  and any related
regulations.

          Continuing Disclosure  Agreement:  the Continuing Disclosure Agreement
dated the date hereof  between the Trustee  and BMSBLC,  and any  amendments  or
supplements thereto made in accordance with the provisions hereof.

          Counsel:  an attorney  acceptable  to the  Trustee,  duly  admitted to
practice law before the highest court of Wisconsin,  which may include  BMSBLC's
counsel or Bond Counsel.

          Credit  Agreement:  the Amended and Restated Credit Agreement dated as
of April 30, 1999, as  supplemented by a First Amendment to Amended and Restated
Credit Agreement,  and as amended from time to time, among BMSBLC, the financial
institutions   party  thereto  and  the  Bank,  as  agent  for  such   financial
institutions, pursuant to which the Bank will issue the Letter of Credit, or any
similar agreement between BMSBLC and the Bank, and all amendments,  supplements,
changes and modifications thereto.

          Determination  of  Taxability:  any issuance of a statutory  notice of
deficiency by the Internal Revenue  Service,  or a ruling of the National Office
or any District Office of the Internal Revenue Service, or a final decision of a
court of competent jurisdiction, or a regulation or revenue ruling issued by the
Internal Revenue Service, after the period, if any, for contest or appeal by the
taxpayer of such action, ruling or decision has expired without any such contest
or appeal  having been properly  instituted by the taxpayer,  or delivery to the
Trustee by Bond Counsel of an opinion which holds or declares in effect that the
interest payable on any IDRB or the corresponding  Series of Senior Certificates
is includable  for federal income tax purposes in the gross income of the Owners
of such Senior Certificates.

          Eligible Funds: (i) all amounts (including investment earnings) in the
Letter of Credit Account,  (ii) amounts in the IDRB Payments  Account which have
been held for the Minimum Holding Period,  (iii) investment  earnings on amounts
in the IDRB Payments  Account which have been held for a Minimum Holding Period,
and (iv) any  other  moneys  which  are not  recoverable  from  Owners of Senior
Certificates as a transfer  avoidable as a preference in the event a petition is
filed under the United States  Bankruptcy  Code with respect to an IDRB Borrower
or IDRB  Issuer  as  debtor,  as  applicable,  or in the  event of a filing of a
petition with respect to an IDRB Borrower or IDRB Issuer,  as applicable,  under
any  existing  bankruptcy,  insolvency  or similar law of the State of Wisconsin
relating  to the  enforcement  of the  rights  of  creditors  and the  relief of
debtors.

          Event of Default:  any of the events described as such in Section 8.01
hereof.

          Government Obligations: investments listed in (a) and (b) of Qualified
Investments.

          IDRB Bond  Agreement:  the Bond  Agreement  creating  an IDRB and IDRB
Loan.

          IDRB Borrower: the borrower of the proceeds of an IDRB.



                                       3
<PAGE>


          IDRB Collateral:  the collateral  securing payment by an IDRB Borrower
of an  IDRB  Loan  under  an IDRB  Bond  Agreement,  as  described  in a  Series
Supplement.

          IDRB Fund: a Trust Fund created in Section 5.02 hereof.

          IDRB Issuer: a municipal issuer of an IDRB.

          IDRB Loan: the loan of IDRB proceeds to an IDRB Borrower.

          IDRB Payments: all payments and prepayments derived from an IDRB.

          IDRB Payments Account: the IDRB Payments Account within an IDRB Fund.

          IDRB Rate: the weighted average of interest  rate(s)  applicable to an
IDRB.

          Interest  Payment Date: the first day of each month,  commencing April
1, 2000.

          Junior Certificate: the Junior Certificate of each Series, which shall
be junior and subordinate to the Senior Certificates of that Series.

          Letter of  Credit:  the  irrevocable  direct-pay  liquidity  letter of
credit issued by the Bank,  in favor of the Trustee,  to be dated on or prior to
the Closing Date and any extension thereof or any Substitute Letter of Credit.

          Letter of Credit Account:  the Letter of Credit Account within an IDRB
Fund.

          Letter of Credit  Expiration  Date:  the stated  expiry of a Letter of
Credit in accordance with the terms thereof.

          Letter of Credit  Substitution  Date:  each date designated as such in
accordance with Section 8.12 of this Trust Indenture.

          Mandatory  Tender Date: for Senior  Certificates,  (i) each Redemption
Date established by the Trustee pursuant to Sections 2.02 and 2.07, and (ii) the
Letter of Credit  Substitution Date (but only if the Substitute Letter of Credit
is provided by a financial  institution  other than the provider of the existing
Letter of Credit);  and for Junior  Certificates,  the mandatory tender date for
the last Outstanding Senior Certificate of the applicable Series.

          Maturity Date: as to each Series of  Certificates,  the final maturity
set forth in the corresponding Series Supplement.

          Minimum  Holding  Period:  means a period of 125 days during which (i)
the Trustee holds amounts in an IDRB Payments  Account,  and (ii) no petition in
bankruptcy  is filed by or against  the IDRB  Borrower  or the IDRB  Issuer,  as
applicable,   as  debtor  under  the  federal  bankruptcy  laws,  and  no  other
proceedings  are commenced with respect to the IDRB Borrower or the IDRB Issuer,
as applicable,  as debtor under other applicable  bankruptcy,  reorganization or
insolvency laws.

          Odd-Lots Subaccount: a subaccount created in Section 5.02(g) hereof.



                                       4
<PAGE>


          Opinion of Counsel: a written opinion of Counsel.

          Original Issue Date: the Closing Date for each Series.

          Outstanding:   when  used  with   reference  to  a  Series  of  Senior
Certificates  or  portions  thereof,  as of the date of  determination,  all the
Senior Certificates of that Series delivered under this Trust Indenture, except:

          (a) Senior  Certificates  theretofore  canceled   by  the  Trustee  or
delivered to the Trustee canceled or for cancellation.

          (b) Senior  Certificates or portions thereof deemed paid in accordance
with the provisions of Section 7.02 hereof; and

          (c) Senior  Certificates  in lieu of which other  Senior  Certificates
shall have been  delivered  pursuant  to this Trust  Indenture.  In  determining
whether  the Owners of the  requisite  principal  amount of  Outstanding  Senior
Certificates or portions thereof have given any request, demand,  authorization,
direction,  notice,  consent  or  waiver  under  this  Trust  Indenture,  Senior
Certificates  owned by BMSBLC or any related  person  shall be  disregarded  and
deemed not to be  Outstanding,  except that, in determining  whether the Trustee
shall  be  protected  in  relying  upon  such  request,  demand,  authorization,
direction, notice, consent or waiver, only Senior Certificates which the Trustee
knows to be so owned shall be disregarded.

          Owner: the registered owner of any of the Certificates.

          Person:  any  individual,  corporation,  partnership,  joint  venture,
association,   joint  stock  company,  trust,   unincorporated  organization  or
government or any agency or political subdivision thereof.

          Pledged Senior  Certificates:  the meaning attributed to it in Section
2.14 hereof.

          Project:  as to each IDRB, the Project  described in the corresponding
Series Supplement.

          Purchase  Agreement:  the agreement  among BMSBLC and the  Underwriter
providing,  among other things, the terms of the purchase and sale of the Senior
Certificates.

          Qualified Investments: any of the following:

          (a) Direct general obligations of the United States of America;

          (b) Obligations the  payment of the principal of and interest on which
is unconditionally guaranteed by the United States of America;

          (c) Bonds, debentures,  participation  certificates or notes issued by
any of the following:  Banks for Cooperatives,  Federal Financing Bank,  Federal
Home Loan Banks,  Federal  Intermediate  Credit  Banks,  Student Loan  Marketing
Association,  or any other agency or corporation which has been or may hereafter
be created by or pursuant to a statute of the  Congress of the United  States of
America as an agency or instrumentality thereof;



                                       5
<PAGE>


          (d) Certificates of deposit or time deposits or other interest-bearing
accounts with any banking or savings  institution  (including the Trustee or any
banking  institution  with which the Trustee is  affiliated)  which deposits are
fully insured by the FDIC;

          (e) Repurchase  agreements  (including  repurchase agreements with the
Trustee or any banking  institution with which the Trustee is affiliated)  which
are secured by obligations described in subsections (a) or (b) above;

          (f) Commercial  paper which has been classified for rating purposes by
Moody's Investors Service as "Prime-1," or by Standard & Poor's Ratings Services
as "A-1";

          (g) Municipal  obligations  which  have  been  classified  for  rating
purposes by Moody's  Investors  Service or Standard & Poor's Ratings Services as
"A" or higher,  and the  interest  on which is exempt  from  inclusion  in gross
income for federal income tax purposes;

          (h) A pooled or collective  investment or trust fund of the Trustee or
mutual fund which  consists  solely of investments  permitted  under (a) through
(g), above; or

          (i) Any investments consented to by the Bank.

          Redemption  Date: the date upon which any Senior  Certificate is to be
redeemed prior to maturity.

          Redemption  Price: the price at which any Senior  Certificate is to be
redeemed  in  accordance  with this  Trust  Indenture,  100% of the  outstanding
principal balance plus accrued interest.

          Remarketing  Agent:  Robert W.  Baird & Co.  Incorporated,  Milwaukee,
Wisconsin,  and any successor  institution serving as Remarketing Agent pursuant
to Section 2.18 of this Trust Indenture.

          Securities  Depository:  The Depository  Trust Company,  New York, New
York, or any successor or substitute securities depository under Section 2.13 of
this Trust Indenture.

          Senior Certificates:  the Senior Certificates of a Series, which shall
be senior and prior to the Junior Certificate of that Series.

          Senior Certificate  Purchase Account:  the Senior Certificate Purchase
Account within an IDRB Fund.

          Series: a series of Certificates  corresponding to an IDRB, as further
described and authorized in a Series Supplement.  A Series shall be comprised of
a Junior Certificate and the Senior Certificates of that Series.  Reference to a
"Series of Senior  Certificates"  shall mean only the Senior Certificates of the
applicable Series.

          Substitute  Letter of Credit:  the  meaning  assigned  to such term in
Section 8.12 of this Trust Indenture.



                                       6
<PAGE>


          Tender  Agent:   Firstar  Bank,   National   Association,   Milwaukee,
Wisconsin, or its successor as Tender Agent hereunder.

          Tendered  Senior  Certificates:   Senior  Certificates  or  beneficial
ownership  interest  therein tendered or required to be tendered for purchase in
accordance with Section 2.14 of this Trust Indenture.

          Tender Date: a Mandatory Tender Date or the date a Senior  Certificate
is tendered for purchase at the option of the Owner or Beneficial  Owner thereof
pursuant to Section 2.15 of this Trust Indenture.

          Tender Notice: the notice from a Senior Certificate Owner described in
Section 2.15 of this Trust  Indenture,  the form of which is attached  hereto as
Exhibit D.

          Trustee: Firstar Bank, National Association, Milwaukee, Wisconsin, and
any  successor  trustee  appointed,  qualified  and  acting  as such  under  the
provisions of this Trust Indenture.

          Trust  Estate:  the  interests  in property  described in the Granting
Clauses of this Trust Indenture.

          Trust  Funds:  the  trust  funds  created  in  Article  V  hereof  and
designated  the   Acquisition   Fund  and  an  IDRB  Fund  for  each  Series  of
Certificates.

          Trust Indenture: this Trust Indenture, together with any supplement or
amendment hereto entered into pursuant to the applicable provisions hereof.

          Underwriter: Robert W. Baird & Co. Incorporated, Milwaukee, Wisconsin.

          Untendered  Senior  Certificates:  Senior  Certificates  or beneficial
ownership  interests  therein  which are required to be tendered for purchase in
accordance with the provisions of Section 2.14 of this Trust Indenture but which
in fact are not  delivered  to the Trustee or the Tender  Agent on or before the
applicable purchase date.

          Weekly  Variable  Rate:  the interest rate on the Senior  Certificates
determined by the Remarketing Agent on each Wednesday (or the preceding Business
Day if a Wednesday is not a Business Day) for the week beginning on the Thursday
following the date of  determination  (whether or not a Business Day) and ending
on the immediately  following  Wednesday  (whether or not a Business Day) as the
rate  necessary  (but not  greater  than the Cap  Rate) to  effect a sale of the
Senior Certificates at par on the immediately succeeding Thursday.

          Section 1.02. Rules of Interpretation.

          (a) This Trust  Indenture  shall be interpreted in accordance with and
governed by the laws of the State of Wisconsin;

          (b) The words "herein," "hereof" and "hereunder," and words of similar
import, without reference to any particular section or subsection, refer to this
Trust  Indenture as a whole rather than to any particular  section or subsection
hereof;



                                       7
<PAGE>


          (c) The headings of articles and sections  herein are for  convenience
only and shall not affect the construction hereof;

          (d) Unless the context hereof clearly requires otherwise, the singular
shall  include the plural and vice versa,  and the  masculine  shall include the
feminine and vice versa; and

          (e) All  accounting  terms  not  otherwise  defined  herein  have  the
meanings  assigned to them in  accordance  with  generally  accepted  accounting
principles, and all computations provided for herein shall be made in accordance
with generally accepted accounting principles.

                                   ARTICLE II

                                THE CERTIFICATES

          Section 2.01.  The  Certificates.

          (a) There  are  hereby  created  one or more  Series  of  Certificates
entitled "Industrial  Development Revenue Bond Trust Weekly Variable Rate Demand
Certificates of Participation."  Each Series of Certificates shall be a separate
partnership  made up of the  Owners of the  Certificates  of that  Series.  Each
Series of  Certificates  shall be  designated  by series as shown in the  Series
Supplements  attached  hereto.  The  Certificates  of a  Series  shall be in the
aggregate principal amount of the aggregate  outstanding principal amount of the
related  IDRB.  The Senior  Certificates  of a Series shall be in the  aggregate
principal amount equal to the closest lesser amount to the outstanding principal
amount of the related IDRB that is divisible by $5,000.  The Junior  Certificate
of a Series  shall  be in the  principal  amount  of the  aggregate  outstanding
principal amount of the related IDRB less the aggregate  principal amount of the
Senior  Certificates of that Series.  The Certificates  shall be issued as fully
registered  certificates  both as to  principal  and interest  without  coupons,
payable as set forth in the form of Senior  Certificates and Junior Certificates
described in Article III hereof and set forth in Exhibits A and B, respectively,
attached hereto. The Senior Certificates shall be numbered R-1 and upwards.  The
Certificates shall be initially dated the Closing Date for that Series, and upon
transfer,  exchange or if delivered in lieu of any other  Certificate,  be dated
thereafter as provided in Section 2.09 hereof. The Senior  Certificates shall be
in Authorized  Denominations.  There shall be only one Junior  Certificate  of a
Series.  The Certificates shall be payable as to principal and interest by check
or draft mailed by the Trustee to the Certificate  Owner at the address shown on
the Certificate  Register.  Owners of at least  $1,000,000  principal  amount of
Senior  Certificates  or the  Securities  Depository  may  elect  to have  their
interest paid by wire transfer of immediately  available funds. The Certificates
shall be subject to redemption  prior to maturity upon the terms and  conditions
and at the prices set forth herein.

          (b) The Senior  Certificates  will bear  interest as follows.  For the
period from the Closing Date  through  Wednesday  of the  immediately  following
week, the Senior  Certificates will bear interest at the rate established in the
Purchase  Agreement.  Thereafter,  and until  the  Maturity  Date of the  Senior
Certificates, the Senior Certificates shall bear interest from the Thursday of a
week, to and  including  the Wednesday of the next week, at the Weekly  Variable
Rate. If the  Remarketing  Agent fails to establish a Weekly  Variable Rate, the
Senior  Certificates shall bear interest for the immediately  succeeding week at
the same rate as the  immediately  preceding week. The Trustee shall confirm the
interest  rate on the  Senior  Certificates  from  time to  time  in  effect  by
telephone  (confirmed in writing if requested).  The determination of the



                                       8
<PAGE>


Weekly Variable Rate shall be conclusive and binding on BMSBLC, the Trustee, the
Tender Agent,  the Remarketing  Agent, the Bank, the Owners from time to time of
the Senior  Certificates  and the Owners of the  Junior  Certificates.  Interest
shall accrue from the  scheduled  date of any payment  until the business day on
which such payment is made.

          (c) Interest on the Senior  Certificates  shall be payable (i) on each
Interest  Payment  Date,  (ii) on each  Mandatory  Tender Date,  and (iii) as to
particular Senior Certificates, on the Redemption Date thereof.

          (d) Interest on the Senior  Certificates  shall be  calculated  on the
basis of a 365/366-day  year.  Overdue principal shall bear interest at the same
rate as was borne by the Senior Certificates on the due date of the payment that
is delinquent.

          (e) The  Owner  of a  Junior  Certificate  will be  entitled,  on each
Interest Payment Date, to all amounts in the  corresponding  IDRB Fund, less (i)
principal  and  interest   payable  to  Owners  of  the   corresponding   Senior
Certificates,  (ii) the "odd lot"  principal  amount  (if any)  retained  by the
Trustee (as described in Section 5.02(g) hereof),  and (iii) all amounts payable
to the Bank and the Trustee relating to that Series.  The rights of the Owner of
a Junior Certificate to any payments are junior and subordinate to the rights of
the Owners of Senior Certificates.

          Section   2.02.   Redemption  of  Senior   Certificates.   The  Senior
Certificates  may not be called  for  redemption  prior to  maturity,  except as
provided below.

          (a) Mandatory  Redemption Upon Payment or Prepayment of IDRBs.  Senior
Certificates  of a Series are subject to  mandatory  redemption  prior to stated
maturity,  in whole or in part, in integral multiples of $5,000, on any Business
Day, as a result of any payment or  prepayment of the  corresponding  IDRB under
the terms of the corresponding  IDRB Bond Agreement.  Principal on the IDRBs may
be paid or prepaid as a result of the following:

              (i)   Scheduled  Payments of  Principal.  The IDRBs are subject to
     scheduled  payments of principal,  whether by stated  maturity  payments or
     sinking fund installments, as described in the Series Supplements.

              (ii)  Optional  Redemption.  The  IDRBs are  subject  to  optional
     redemption at the option and direction of the IDRB Borrowers,  as described
     in the Series Supplements.

              (iii) Extraordinary Redemption. The IDRBs are subject to mandatory
     redemption, in whole but not in part, at any time following a casualty loss
     or other extraordinary event that shall destroy or substantially damage the
     project  financed by an IDRB or make it  impossible to operate such project
     for a period of six months or more, as described in the Series Supplements.

          (b) Mandatory   Redemption   Upon   IDRB   Payment   Default.   Senior
Certificates of a Series are subject to mandatory  redemption,  in whole but not
in part,  if a  default  shall be made in the due and  punctual  payment  of the
purchase price or principal of or interest on the  corresponding  IDRB, and such
default shall have continued for a period of 45 days.



                                       9
<PAGE>


          (c) Mandatory  Redemption  Upon Direction of the Bank. The Bank may at
any time certify to the Trustee that an Event of Default has occurred  under the
Credit Agreement, and demand an acceleration of one or more Series of the Senior
Certificates.

          (d) Mandatory  Redemption Prior to Expiration of Letter of Credit. The
Senior Certificates shall be subject to mandatory  redemption,  in whole but not
in part,  15 days prior to the  expiration  date of the Letter of Credit then in
effect, unless an acceptable extension to or replacement of the Letter of Credit
then in effect, meeting the requirements of Sections 8.12 and 8.13 of this Trust
Indenture,  shall have been  delivered  to the Trustee at least 45 days prior to
the expiration date of the Letter of Credit then in effect.  Notwithstanding the
foregoing,  if the  Substitute  Letter of Credit is from a bank  other  than the
provider of the  then-existing  Letter of Credit,  then the Senior  Certificates
shall be subject to mandatory  tender on the  Substitution  Date. The redemption
price in any such  event  shall be 100% of the  principal  amount of the  Senior
Certificates so redeemed,  plus accrued interest to the redemption date, without
premium.

          (e) Mandatory Redemption Upon Determination of Taxability of IDRB. The
Senior  Certificates  shall be subject to mandatory  redemption,  by Series,  in
whole in the event that a determination  has been made that interest on the IDRB
will not be excluded  from  inclusion in gross income of the owners of the IDRB,
as  described  in the Series  Supplements.  The  redemption  price of the Senior
Certificates  upon a Determination of Taxability is 100% of the principal amount
of Senior  Certificates  so redeemed,  plus accrued  interest to the  redemption
date. No tax redemption  premium is to be paid to any Senior  Certificate Owner,
regardless of the provisions,  if any, relating to a tax redemption premium that
may be contained in the  applicable  IDRB Bond  Agreement.  The Letter of Credit
does not cover any tax redemption premium, and Senior Certificate Owners have no
recourse to any IDRB  Borrower,  the Trustee or to BMSBLC for the payment of any
tax redemption premium.

          (f) Mandatory  Redemption Upon  Determination  of Taxability of Senior
Certificates.  The Senior Certificates shall be subject to mandatory redemption,
by Series, in whole but not in part, upon a Determination of Taxability relating
to such Series.

          Section 2.03.  Mandatory  Tender of Senior  Certificates.  Each Senior
Certificate  Owner or Beneficial  Owner (except the Owner or Beneficial Owner of
Pledged Senior  Certificates) must tender its Senior Certificates to the Trustee
or the Tender Agent on or before the  Mandatory  Tender Date for  redemption  or
purchase in accordance with this Trust  Indenture on the Mandatory  Tender Date.
The purchase  price shall be equal to 100% of the principal  amount plus accrued
interest, if any, to the date of purchase.

          Section 2.04.  Execution.  The  Certificates  shall be executed by the
manual or facsimile  signatures of authorized officers of the Trustee and sealed
with the impress or facsimile of the corporate seal of the Trustee.  In case any
officer whose signature shall appear on the Certificates  shall cease to be such
officer  before  the  delivery  of  the   Certificates,   such  signature  shall
nevertheless be valid and sufficient for all purposes,  the same as if (s)he had
remained in office until delivery.

          Section 2.05. Mutilated, Lost and Destroyed Certificates.  In case any
Certificate  shall become  mutilated  or be  destroyed or lost,  the Trustee may
deliver a new  Certificate  of like



                                       10
<PAGE>


Series, amount, number, maturity date and tenor in exchange and substitution for
and  upon  cancellation  of  such  mutilated  Certificate,  or in lieu of and in
substitution for such Certificate, if any, destroyed or lost, upon paying by the
Certificate  Owner of the  reasonable  expenses  and  charges of the  Trustee in
connection therewith and, in case of a Certificate  destroyed or lost, filing by
the  Certificate  Owner with the Trustee  evidence  satisfactory to it that such
Certificate  was destroyed or lost,  and of the  Certificate  Owner's  ownership
thereof,  and  furnishing  the  Trustee  with  satisfactory  indemnity.  If  the
mutilated,  destroyed or lost Certificate has already matured or been called for
redemption  in accordance  with its terms,  it shall not be necessary to issue a
new Certificate prior to payment.

          Section 2.06. Partial  Redemption.  If Senior Certificates of a Series
are  redeemed in part,  the  particular  Senior  Certificates  of that Series or
portions  thereof to be  redeemed  shall be selected by the Trustee by lot or by
such other random means as the Trustee shall  determine in its  discretion.  Any
Senior Certificate to be redeemed only in part shall be surrendered by the Owner
thereof and the Trustee shall deliver to such Owner a new Senior  Certificate of
any authorized  denomination  requested by such Owner in an aggregate  principal
amount equal to the unredeemed portion of the Senior Certificate so surrendered.
Senior  Certificates  of  denominations  greater  than  $5,000 may be called for
redemption  in part,  but only in multiples of $5,000.  The Trustee shall notify
the Bank of any  partial  redemption  and shall  deliver  to the Bank the proper
documentation to reduce the size of the Letter of Credit.

          Section 2.07.  Notice of  Redemption.  Notice of  redemption  shall be
mailed by the Trustee first-class mail, postage prepaid, not less than 30 and no
more than 60 days before the  Redemption  Date to the Bank and to each  affected
Certificate  Owner at the last address  appearing on the  Certificate  Register;
except upon the  declaration  of the principal of all Senior  Certificates  of a
Series then Outstanding immediately due and payable under Section 8.02 hereof as
a result of an Event of Default or upon the  occurrence  of a  Determination  of
Taxability,  in which case  notice of  redemption  hereunder  shall be mailed to
Owners of Senior Certificates of a Series within five days of an acceleration of
the Senior  Certificates  related to such Event of Default or  Determination  of
Taxability  which notice shall establish a redemption date not more than 14 days
after such  acceleration or Determination of Taxability.  In no event,  however,
shall such notice of redemption  establish a redemption  date later than one day
prior to the date on which the Letter of Credit  would  cease to be in an amount
sufficient to pay the  principal of the Senior  Certificates  redeemed  together
with interest  accrued  through the  redemption  date.  Failure to give any such
notice by mailing,  or any defect therein,  shall not affect the validity of any
proceedings  for  the  redemption  of any  other  Certificate.  All  notices  of
redemption shall (i) identify the  Certificates to be redeemed by name,  Series,
CUSIP  number,  date of  issue,  interest  rate,  maturity  date  and any  other
descriptive  information the Trustee deems desirable to identify  accurately the
Certificates to be redeemed and, if only a portion of some  Certificates will be
redeemed,  their  certificate  numbers and the principal  amount to be redeemed;
(ii) identify the Redemption Date; (iii) state the Redemption  Price; (iv) state
that interest on the  Certificates or the portions of them called for redemption
will  stop  accruing  from the  Redemption  Date if funds  sufficient  for their
redemption and available for that purpose are on deposit with the Trustee on the
Redemption Date; and (v) state that payment for the Certificates will be made on
the Redemption  Date at the principal  trust office of the Trustee during normal
business hours upon the surrender of the Certificates to be redeemed in whole or
in part. If less than all Outstanding  Senior  Certificates  are to be redeemed,
the Senior  Certificates  to be redeemed shall be identified



                                       11
<PAGE>


by reference to the Series designation,  date of issue, serial numbers, maturity
dates and, in the case of Senior  Certificates  to be redeemed in part only, the
portion  thereof to be  redeemed.  The  Trustee  also agrees that a copy of each
redemption  notice will also be sent, by  registered  or certified  mail, to the
registered  securities  depositories  and  national  information  services  that
disseminate  redemption  notices as the Trustee  determines  to be  customary or
appropriate.

          Section 2.08. Effect of Redemption;  Cancellation.  Prior to or on the
date fixed for redemption, Eligible Funds shall be deposited with the Trustee to
pay,  and the Trustee is hereby  authorized  and directed to apply such funds to
the payment of, the Senior  Certificates or portions  thereof  called,  together
with accrued  interest  thereon to the  Redemption  Date.  Notice of  redemption
having  been given in  accordance  with  Section  2.07 hereof and the deposit of
Eligible Funds for redemption  having been made, (i) the Senior  Certificates or
portions  thereof so to be redeemed  shall be due and payable on the  Redemption
Date and at the Redemption  Price specified in the notice of redemption,  and on
and after such date such Senior  Certificates or portions thereof shall cease to
bear interest;  (ii) such Senior Certificates or portions thereof shall cease to
be entitled to any lien,  benefit or security  under this Trust  Indenture;  and
(iii) the Owners of Senior  Certificates shall have no rights in respect thereof
except to receive payment of the Redemption Price thereof.

          Section 2.09. Registration, Transfer and Exchange of Certificates.

          (a) The Trustee will cause to be kept at the principal corporate trust
office  of the  Trustee  a  Certificate  Register  in  which,  subject  to  such
reasonable  regulations as the Trustee may prescribe,  the Trustee shall provide
for the  registration  of  Certificates  and the  registration  of  transfers of
Certificates entitled to be transferred as herein provided;

          (b) Upon surrender for transfer of any Certificate,  the Trustee shall
deliver,  in the name of the designated  transferee or transferees,  one or more
new  Certificates,  as requested  by the  transferor  of the same Series,  of an
authorized  principal  amount,  of a like aggregate unpaid principal  amount, of
like payment dates, of the same maturity and bearing interest at the same rate;

          (c) At  the  option  of the  Certificate  Owner,  Certificates  may be
exchanged for Certificates of any authorized  denominations  with any authorized
payments,  of a like aggregate  unpaid principal amount and maturing on the same
dates upon  surrender of the  Certificates  to be exchanged at the office of the
Trustee  and upon  payment,  if the  Trustee  shall so  require,  of the charges
hereinafter provided. Whenever any Certificates are so surrendered for exchange,
the Trustee shall deliver the  Certificates  which the Certificate  Owner making
the exchange is entitled to receive;

          (d) All  Certificates  surrendered  upon   any  exchange  or  transfer
provided for in this Trust Indenture shall be promptly  cancelled by the Trustee
and thereafter disposed of;

          (e) All  Certificates  issued  in  exchange  for or upon  transfer  of
Certificates  shall  evidence  the same debt and  entitled to the same  benefits
under this Trust Indenture as the Certificates  surrendered for such exchange or
transfer;



                                       12
<PAGE>


          (f) Every  Certificate  presented   or  surrendered  for  transfer  or
exchange  shall  (if  so  required  by  the  Trustee)  be  duly  endorsed  or be
accompanied by a written  instrument of transfer,  in form  satisfactory  to the
Trustee,  duly executed by the Owner thereof or his attorney duly  authorized in
writing;

          (g) The Trustee may require  payment of a sum  sufficient to cover any
tax or other  governmental  charge  that may be imposed in  connection  with any
transfer or exchange of Certificates, other than exchanges expressly provided in
this Trust  Indenture to be made without  expense or without charge to Owners of
Certificates;

          (h) The Trustee  shall not be  required  to  transfer or exchange  any
Certificate  (i) after  receipt by the  Trustee of a tender for  purchase by the
Certificate  Owner (as  provided in Section 2.15 of this Trust  Indenture)  with
respect  thereto and  through  the  corresponding  Tender  Date,  (ii) after the
Trustee has given  notice of a Mandatory  Tender Date and through the  Mandatory
Tender  Date,  (iii)  during  the 15 days  next  preceding  the  mailing  of any
redemption  notice,  or (iv)  after  such  Certificate  has  been  selected  for
redemption; and

          (i) No Certificate or any rights to interest therein may be registered
to bearer, and all Certificates must be fully registered.

          Section 2.10. Interest Rights Preserved; Dating of Certificates.  Each
Certificate  delivered  upon  transfer of or in  exchange  for or in lieu of any
other Certificate shall carry all the rights to interest accrued and unpaid, and
to  accrue,  which  were  carried  by such  other  Certificate,  and  each  such
Certificate  shall be so dated  that  neither  gain nor loss in  interest  shall
result from such transfer,  exchange or substitution.  Each Certificate shall be
dated by the Trustee as of the last  preceding  Interest  Payment  Date to which
interest on the Certificate  has been paid or made available for payment.  Prior
to the  first  Interest  Payment  Date  after  the  Original  Issue  Date,  such
Certificate shall be dated as of the Original Issue Date.

          Section 2.11.  Persons Deemed Owners of Certificates.  The Trustee may
treat the person in whose name any  Certificate  is registered  (with respect to
the payment of interest as of the  immediately  preceding  Business  Day) as the
Owner of such  Certificate for the purpose of receiving  payment of principal of
and interest on such Certificate and for all other purposes whatsoever,  whether
or not such  Certificate  be overdue,  and the Trustee  shall not be affected by
notice to the contrary.

          Section 2.12. Cessation and Continuation of Interest.

          (a) Interest on  each  Certificate  shall cease on its paid  principal
balance  on its  stated  maturity  dates  or on any  prior  date  on  which  the
Certificate  or the  pertinent  portion  thereof shall have been duly called for
redemption as herein  provided,  provided that Eligible Funds sufficient for the
payment thereof with accrued interest have been deposited with the Trustee on or
before the stated  maturity or Redemption  Date, as the case may be, and, in the
case of redemption,  that the requirements of Sections 2.07 and 2.08 hereof have
been  complied  with,  or shall  cease on any date after its stated  maturity or
stated  maturities  on which  such  deposit  has been  made,  including  accrued
interest to the date of deposit, and the Certificate Owner shall have no further


                                       13
<PAGE>


rights with respect to the  Certificates  or portions  thereof  under this Trust
Indenture except to receive the payment so deposited.

          (b) In any case where the date of maturity of interest on or principal
of the Certificates, the date fixed for purchase of any Certificates or the date
fixed  for  redemption  of any  Certificates  shall be in the city in which  the
Trustee's  principal  office is  located  or any city in which  any  alternative
paying  agent is located is not a Business  Day,  the payment of  principal  and
interest  need not be made on such date in such city but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption,  and no interest shall accrue for the
period after such date and prior to the date of payment as aforesaid.

          Section 2.13. Transfer and Book-Entry System for Senior Certificates.

          (a) Each  Series  of  Senior  Certificates  will be issued as a single
Senior  Certificate in the name of The Depository  Trust Company,  New York, New
York (the "Securities Depository"), or its nominee, which will act as depository
for  the  Senior  Certificates.  During  the  term of the  Senior  Certificates,
ownership and subsequent  transfers of ownership will be reflected by book entry
on the records of the Securities Depository and those financial institutions for
whom the Securities Depository effects book-entry transfers  (collectively,  the
"Participants").  No person for whom a  Participant  has an  interest  in Senior
Certificates (a "Beneficial Owner") shall receive a certificate representing its
interest  in the Senior  Certificates  except in the event  that the  Securities
Depository or BMSBLC shall determine, at its option, to terminate the book-entry
system described in this Section.  Payment of principal of, and interest on, the
Senior  Certificates  will be made by the Trustee to the Securities  Depository,
which  will  in turn  remit  such  payment  of  principal  and  interest  to its
Participants,  which will in turn  remit  such  principal  and  interest  to the
Beneficial  Owners of the Senior  Certificates  until and unless the  Securities
Depository or BMSBLC elects to terminate the book-entry system, whereupon BMSBLC
shall deliver  certificates to the Beneficial Owners of the Senior  Certificates
or their nominees.  Certificates  representing  the Senior  Certificates  issued
under this Section may not be  transferred  or  exchanged  except as provided in
this Section.

          (b) Upon the  reduction  of the  principal  amount of any  maturity of
Senior  Certificates,  the registered  Owner of a Senior  Certificate may make a
notation of such redemption on the panel of the Senior Certificate,  stating the
amount so  redeemed,  or may return the Senior  Certificate  to the  Trustee for
exchange  for a new  Senior  Certificate  in a  proper  principal  amount.  Such
notation,  if made by the Senior  Certificate  Owner,  may be made for reference
only,  and may not be  relied  upon by any  other  person  as  being  in any way
determinative  of the principal amount of such Senior  Certificate  Outstanding,
unless the Trustee has initialed the notation on the panel.

          (c) Immediately  upon  delivery  of  the  Senior  Certificates  to the
purchasers  thereof on the  Closing  Date,  such  purchasers  shall  deposit the
certificates  representing  all of the Senior  Certificates  with the Securities
Depository. The Securities Depository, or its nominee, will be the sole Owner of
the Senior Certificates,  and no investor or other party purchasing,  selling or
otherwise  transferring  ownership of any Senior Certificates will receive, hold
or deliver  any



                                       14
<PAGE>


certificates as long as the Securities  Depository holds the Senior Certificates
immobilized from circulation.

          (d) The  Senior  Certificates  may  not be  transferred  or  exchanged
except:

              (i)   To any  successor  of  the  Securities  Depository  (or  its
     nominee) or any substitute depository ("Substitute  Depository") designated
     pursuant to (ii)  below,  provided  that any  successor  of the  Securities
     Depository or any Substitute  Depository must be a qualified and registered
     "clearing agency" as provided in Section 17A of the Securities Exchange Act
     of 1934 as amended;

              (ii)  To a Substitute  Depository  designated  by or acceptable to
     BMSBLC upon (a) the  determination  by the Securities  Depository  that the
     Senior  Certificates shall no longer be eligible for depository services or
     (b) a determination  by BMSBLC that the Securities  Depository is no longer
     able  to  carry  out its  functions,  provided  that  any  such  Substitute
     Depository  must be qualified to act as such,  as provided in  subparagraph
     (i) above; or

              (iii) To those  persons to whom  transfer is  requested in written
     transfer instructions in the event that:

                    (A) The  Securities  Depository  shall resign or discontinue
          its services for the Senior Certificates and, only if BMSBLC is unable
          to  locate  a  qualified   successor   prior  to  the  resignation  or
          determination of noneligibility, or

                    (B) Upon a determination  by BMSBLC that the continuation of
          the book-entry system described  herein,  which precludes the issuance
          of  certificates  to any  Senior  Certificate  Owner  other  than  the
          Securities  Depository  (or its  nominee)  is no  longer  in the  best
          interest of the Beneficial Owners of the Senior Certificates.

          (e) The  Depository  Trust  Company,  New York,  New  York,  is hereby
appointed the Securities  Depository for the Senior  Certificates.  BMSBLC,  the
Remarketing  Agent,  the Tender Agent and the Trustee are hereby  authorized  to
execute a Representation Letter to The Depository Trust Company.

          Section  2.14.  Purchase  of  Tendered  Senior  Certificates;   Senior
Certificate  Purchase  Account.  Tendered Senior  Certificates  (that is, Senior
Certificates or beneficial ownership interests therein which are to be purchased
in  accordance  with the  provisions of Section 2.02 or Senior  Certificates  or
beneficial  ownership  interests  therein which are tendered for purchase by the
Beneficial  Owners  thereof  pursuant to Section 2.15) shall be purchased in the
manner  described in this Section 2.14.  The purchase price shall be 100% of the
principal  amount thereof  including  accrued  interest,  if any, to the date of
purchase.

          There is hereby  created and  established a trust account  within each
IDRB Fund to be designated "Senior Certificate  Purchase Account." Each Tendered
Senior Certificate delivered to the Trustee or the Tender Agent pursuant to this
Section  2.14  shall  be held in  trust  in the  applicable  Senior  Certificate
Purchase Account for the following purposes:



                                       15
<PAGE>


          (a) Until the purchase price shall have been paid in full to the Owner
of such Tendered Senior  Certificate,  the Tendered Senior  Certificate shall be
held for the account of such Owner; and

          (b) Upon payment in full of the purchase price of such Tendered Senior
Certificate from the applicable Senior Certificate  Purchase Account or pursuant
to Section  8.02(b) of this Trust  Indenture,  the Tendered  Senior  Certificate
shall be registered  in the name of the  purchaser (or its nominee)  thereof and
delivered to or at the direction of such purchaser.

          There  shall be  deposited  into  the  applicable  Senior  Certificate
Purchase  Account,  when and as received  by the Trustee (i) all funds  received
from the Remarketing  Agent prior to 10:00 a.m.,  Milwaukee,  Wisconsin time, at
the Trustee's  Principal Office or the Tender Agent's  Principal  Office, as the
case  may  be,  on  the  Tender  Date  for  the  purchase  of  Tendered   Senior
Certificates,  or thereafter for the purchase of Pledged Senior Certificates, in
accordance  with Section 2.17 of this Trust  Indenture,  (ii) all funds received
from the Bank for the  purchase  of  Tendered  Senior  Certificates  except  for
Pledged  Senior  Certificates  provided  that such  funds must be the Bank's own
funds and not funds of BMSBLC or an  "insider"  to  BMSBLC;  and (iii) any other
funds if  accompanied  with an Opinion of Counsel  that such funds are  Eligible
Funds with respect thereto.  No other funds shall be accepted by the Trustee for
deposit  into the  Senior  Certificate  Purchase  Account.  Funds in the  Senior
Certificate  Purchase  Account  shall be held in trust  for the  account  of the
respective  owners of such  funds at the time of the  deposit  thereof  into the
Senior Certificate  Purchase Account until such funds are applied by the Trustee
or the Tender  Agent on the Tender  Date to pay the  purchase  price of Tendered
Senior Certificates thereby being purchased.

          Senior Certificates or beneficial ownership interests therein tendered
and purchased  pursuant to this Section with money  obtained by a drawing on the
Letter of Credit for which the Bank is not  reimbursed  simultaneously  shall be
registered  in the name of the  Bank or as  otherwise  directed  by the Bank and
retained  by the  Trustee  as agent  for the Bank to be held in  pledge  for the
benefit of the Bank  ("Pledged  Senior  Certificates")  as security for BMSBLC's
obligations to the Bank under the Credit Agreement.  Simultaneously with receipt
by the Bank of funds in an amount  necessary to  reimburse  the Bank and written
notice from the Bank to the Trustee of the reinstatement of the Letter of Credit
with respect to principal and interest on any Pledged  Senior  Certificate,  the
Pledged Senior  Certificates  shall be released by the Bank from the pledge.  If
any Pledged  Senior  Certificate  is  released by the Bank in part,  the Trustee
shall  exchange  the  Senior  Certificate  for Senior  Certificates  of an equal
aggregate  amount,  transferring  Senior  Certificates  in place of the  Pledged
Senior  Certificates  released by the Bank to the Remarketing Agent for delivery
to the  purchasers  thereof and retaining the remainder as agent for the Bank as
Pledged Senior  Certificates.  If any Pledged Senior  Certificate is released by
the Bank in whole the Trustee shall exchange such Pledged Senior Certificate for
an equal amount of Senior  Certificates,  transferring  Senior  Certificates  in
place of such Pledged Senior  Certificate to the Remarketing  Agent for delivery
to the  purchasers  thereof.  The Trustee will not  register any Pledged  Senior
Certificates  for  transfer  following  remarketing  or replace  Pledged  Senior
Certificates  unless the Trustee has received  written notice from the Bank that
the Letter of Credit has been reinstated with respect  thereto.  The proceeds of
the remarketing of Pledged Senior Certificates shall be delivered by the Trustee
to the Bank for application  pursuant to the Credit Agreement unless the Trustee
shall have  received a written  certificate  from the Bank stating that



                                       16
<PAGE>


the Bank has been  reimbursed  in full,  in which  case such  proceeds  shall be
delivered  by the  Trustee to BMSBLC.  Senior  Certificates  purchased  with the
proceeds of remarketing or with funds drawn under the Letter of Credit for which
the Bank has been simultaneously reimbursed shall be delivered to the purchasers
thereof.

          Section 2.15.  Purchase of Senior Certificates at Option of Owner. The
Owner of any Senior Certificate (other than Pledged Senior  Certificates)  shall
have the  right to  tender  such  Senior  Certificate  to the  Tender  Agent for
purchase in whole or in part (in any  Authorized  Denomination)  on any Business
Day at a  purchase  price  equal  to  100% of the  principal  amount  of  Senior
Certificates  (or portions  thereof in authorized  denominations)  tendered plus
accrued  interest to the  specified  purchase  date.  In order to exercise  such
option with  respect to any Senior  Certificate  or portion  thereof,  the Owner
thereof must give to the Tender Agent at its designated  corporate  trust office
at least seven days immediately  preceding the proposed  purchase date,  written
notice of tender to the Tender  Agent (which  written  notice of tender shall be
received by the Trustee by 10:00 a.m.,  Milwaukee,  Wisconsin  time,  on the day
required  and  shall  in  either  case be in the  form  provided  in this  Trust
Indenture or shall be in such other form  acceptable to the Tender Agent).  Upon
the delivery of such written notice of tender,  such election to tender shall be
irrevocable  and  binding  upon the  Owner  thereof.  At or before  10:00  a.m.,
Milwaukee,  Wisconsin time, on the specified purchase date (or, if such purchase
date is not a Business Day, then on the immediately following Business Day), the
registered  Owner of each Senior  Certificate as to which such written notice of
tender  shall  have been given  shall  deliver  each  Senior  Certificate  to be
purchased as a whole or in part and an instrument of assignment or transfer duly
executed in blank (which  instrument of  assignment or transfer  shall be in the
form provided on such Senior  Certificate  or in such other forms  acceptable to
the Tender Agent), to the Tender Agent at its designated corporate trust office,
and any Senior  Certificate  which is not so  tendered,  but for which there has
been irrevocably  deposited in the Senior Certificate Purchase Account an amount
sufficient to pay the purchase  price thereof and all other Senior  Certificates
tendered or deemed tendered for purchase on such specified  purchase date, shall
be deemed to have been  tendered by the Owner  thereof and  purchased  from such
Owner on the  specified  purchase  date.  The Tender  Agent  shall,  in its sole
discretion,  determine  whether,  with  respect to any Senior  Certificate,  the
registered  Owner thereof  shall have properly  exercised the option to have its
Senior Certificate purchased as a whole or in part.

          If any such notice of tender for purchase shall have been given to the
Tender Agent pursuant to this Section 2.15,  the Tender Agent shall  immediately
give telegraphic or telephonic  notice,  promptly confirmed by a written notice,
to the Remarketing Agent, the Bank, the Trustee and BMSBLC on the same date that
the Tender Agent receives notice of the tender for purchase,  if possible, or on
the  immediately  following  Business Day,  specifying  the principal  amount of
Senior Certificates or beneficial ownership interests therein as to which notice
of tender for purchase has been given and the proposed date of purchase.  On the
specified  purchase  date,  the  Tender  Agent  shall  purchase,  or cause to be
purchased,  all Senior Certificates or beneficial ownership interests therein as
to which written notices of tender for purchase have been received at a purchase
price equal to the  principal  amount  thereof  plus accrued  interest,  if any,
thereon.  Funds for payment of the purchase price of such Senior Certificates or
beneficial  ownership  interests therein shall be drawn by the Tender Agent from
the Senior  Certificate  Purchase  Account as provided  in Section  2.14 of this
Trust Indenture.



                                       17
<PAGE>


          If there has been  irrevocably  deposited  in the  Senior  Certificate
Purchase  Account an amount  sufficient to pay the purchase  price of all Senior
Certificates or beneficial  ownership interests therein tendered or deemed to be
tendered  for  purchase  on such  specified  purchase  date,  the  Owner  of any
Untendered Senior  Certificate shall not be entitled to receive interest on such
Untendered Senior  Certificate on and after the specified purchase date, and all
such Untendered  Senior  Certificates  shall be deemed to have been tendered for
purchase and purchased  pursuant to this Section 2.15 on such specified purchase
date.  The  Trustee,  at the  direction of the Tender  Agent,  shall issue a new
Senior Certificate or Senior Certificates in the same aggregate principal amount
for any Untendered  Senior  Certificates  which are not tendered for purchase on
any  specified  purchase date and,  upon receipt of any such  Untendered  Senior
Certificates  from the  Owner  thereof,  shall  pay the  purchase  price of such
Untendered Senior  Certificates to the Owners thereof and cancel such Untendered
Senior Certificates as provided in Section 2.16 of this Trust Indenture.

          If the Senior  Certificates are held in a book-entry  system, a Tender
Notice  pursuant to this Section  2.15 may be  delivered by a Beneficial  Owner.
Such Tender  Notice must be delivered as set forth in this  Section  2.15.  Such
Tender  Notice  shall be  delivered  to the  Tender  Agent  (through  its Direct
Participant or Indirect Participant) at its designated corporate trust office by
10:00  a.m.,  Milwaukee,  Wisconsin  time,  at such  office at least  seven days
preceding the proposed  purchase date,  and such Tender Notice shall:  (a) state
the name and taxpayer identification number of the Beneficial Owner and identify
the Direct Participant or Indirect  Participant,  (b) be accompanied by evidence
satisfactory  to the  Trustee of the  Beneficial  Owner's  beneficial  ownership
interest in the Senior  Certificate(s) to be purchased,  (c) state the principal
amount of the Senior  Certificate(s)  or portions  thereof to be purchased,  (d)
state the purchase date on which purchase is demanded,  which must be a Business
Day not earlier  than seven days after  delivery of the tender  notice,  and (e)
contain  irrevocable  authorization  for  the  Direct  Participant  or  Indirect
Participant to transfer the  Beneficial  Owner's  Senior  Certificate(s)  on the
purchase  date.  Upon delivery of such notice,  the  Beneficial  Owner must make
arrangements   to  have  its  beneficial   ownership   interest  in  the  Senior
Certificates being tendered transferred to the Tender Agent at or prior to 10:00
a.m.,  Milwaukee,  Wisconsin  time on the Tender  Date,  but need not  otherwise
comply with this Section 2.15.

          Section 2.16. Treatment of Untendered Certificates.  Untendered Senior
Certificates  shall  cease  to bear  interest  on the date on  which  they  were
scheduled  to have been  redeemed or  purchased  in  accordance  with this Trust
Indenture if funds sufficient to pay the purchase price or redemption  price, as
the case may be, of an Untendered Senior Certificate  (including any accrued and
unpaid  interest)  shall be held by the Trustee in the IDRB Fund (in the form of
Eligible Funds) or in the Senior Certificate  Purchase Account,  as the case may
be. All liability to the Owner thereof for the payment of such Untendered Senior
Certificate shall forthwith cease, terminate and be completely  discharged,  and
thereupon  it shall be the duty of the Trustee and the Tender Agent to hold such
funds in a separate  segregated  trust account,  without  liability for interest
thereon,  for the benefit of the Owner of such Untendered Senior Certificate who
shall  thereafter  be  restricted  exclusively  to such account for any claim of
whatever  nature on such person's part under this Trust  Indenture or on or with
respect to such Senior Certificate.  Such funds in such segregated trust account
shall not be considered a part of the Trust Estate,  and such Untendered  Senior
Certificates shall not be deemed to be Outstanding under this Trust Indenture.



                                       18
<PAGE>


          Section  2.17.   Remarketing  of  Senior  Certificates   Tendered  for
Purchase. Upon receipt of a Tender Notice, the Tender Agent shall notify BMSBLC,
the Trustee,  the Bank and the  Remarketing  Agent by telephone,  telex or other
electronic communication (in each case to be confirmed by prompt written notice)
of the  principal  amount  and  Series  of  Senior  Certificates  or  beneficial
ownership interests to be purchased on the Tender Date.

          The Remarketing  Agent shall use its best efforts to solicit purchases
of the Tendered  Senior  Certificates at a price of par on each Tender Date. The
Remarketing  Agent shall pay the purchase price received by it (for any Tendered
Senior  Certificates  so  remarketed)  to the  Trustee for deposit in the Senior
Certificate Purchase Account prior to 10:00 a.m., Milwaukee,  Wisconsin time, on
each Tender Date. The moneys paid by the Remarketing  Agent to the Trustee shall
consist only of moneys received by the Remarketing Agent from sources other than
BMSBLC or an  "insider"  to BMSBLC for the  purposes of the  preference  payment
provisions of the United States  Bankruptcy  Code. Upon request of BMSBLC or the
Bank from time to time, the Remarketing  Agent shall advise the requesting party
of the status of the  remarketing  effort and the Trustee  and the Tender  Agent
shall  advise  the  requesting  party of the  balance  held by it in the  Senior
Certificate Purchase Account. Prior to 5:00 p.m., Milwaukee,  Wisconsin time, on
the Business Day immediately  preceding the Tender Date, the  Remarketing  Agent
shall notify the Trustee and the Bank of the status of the  remarketing  effort,
including the principal  amount of Tendered Senior  Certificates  which have not
been purchased.

          Prior to 10:00 a.m.,  Milwaukee,  Wisconsin time, on each Tender Date,
the  Tender  Agent and the  Trustee  shall  each  notify  BMSBLC and the Bank by
telephone, telex or other electronic communication (in each case to be confirmed
by prompt written  notice) of the exact amount of funds then held by the Trustee
in the Senior  Certificate  Purchase  Account.  Prior to 1:00  p.m.,  Milwaukee,
Wisconsin  time,  on the same day,  the  Trustee  shall  deposit  in the  Senior
Certificate  Purchase Account any moneys received from the Bank for the purchase
of Tendered  Senior  Certificates  on the Tender Date.  The proceeds of any such
draw on the Letter of Credit  shall be applied on the same day  received  to the
purchase of the Tendered Senior Certificates by BMSBLC.

          In the event that Tendered Senior Certificates are not remarketed on a
Tender Date and become Pledged Senior Certificates,  the Remarketing Agent shall
thereafter  use its best  efforts to solicit  purchases  of the  Pledged  Senior
Certificates  at a price of par plus accrued  interest.  The  Remarketing  Agent
shall pay the purchase price received by it (for any Pledged Senior Certificates
so  remarketed)  to the Trustee for deposit in the Senior  Certificate  Purchase
Account  prior  to  10:00  a.m.,  Milwaukee,  Wisconsin  time,  on the  date  of
remarketing.  The moneys  paid by the  Remarketing  Agent to the  Trustee  shall
consist only of moneys received by the Remarketing Agent from sources other than
BMSBLC or an  "insider"  to BMSBLC for the  purposes of the  preference  payment
provisions of the United States  Bankruptcy  Code. Upon request of BMSBLC or the
Bank from time to time, the Remarketing  Agent shall advise the requesting party
of the status of the remarketing effort.

          Section 2.18.  Concerning the Remarketing Agent. The Remarketing Agent
shall be a member of the National  Association of Securities  Dealers,  Inc. and
authorized by law to perform the functions of the Remarketing Agent as described
in this Trust Indenture.  The Trustee shall cooperate with the Remarketing Agent
in the performance of its duties. The Remarketing Agent



                                       19
<PAGE>


may resign  upon not less than 30 days'  prior  written  notice to  BMSBLC,  the
Trustee, the Tender Agent and the Bank, and may be removed by BMSBLC, subject to
the written consent of the Bank, which shall not be unreasonably withheld,  upon
not less than 30 days' prior  written  notice to the Trustee,  the Tender Agent,
the Bank and the  Remarketing  Agent.  Such  resignation  or removal  shall take
effect only upon the appointment of and acceptance by such successor Remarketing
Agent and the acceptance of such successor  Remarketing  Agent by BMSBLC and the
Bank.

          The Remarketing  Agent's duty to remarket Tendered Senior Certificates
pursuant to this Trust  Indenture  (unless it shall agree  otherwise in writing)
shall be a "best  efforts"  undertaking on its part and shall not obligate it to
purchase  Senior  Certificates  for its own account or to advance  funds for the
account  of  any  of  its   customers  or   prospective   purchasers  of  Senior
Certificates.  BMSBLC shall, at its expense,  furnish the Remarketing Agent with
an Offering  Circular  which,  in the opinion of the  Remarketing  Agent and its
counsel,  meets the requirements of applicable state and federal securities laws
as a  condition  precedent  to the  institution  by  BMSBLC  of the  remarketing
described in Section 2.17  hereof.  The  Remarketing  Agent's  compensation  for
remarketing shall be fixed by agreement between BMSBLC and the Remarketing Agent
within the range of customary charges by investment bankers for similar services
and shall be paid by BMSBLC.

          Section 2.19. Concerning the Tender Agent. The Tender Agent shall be a
commercial  bank or trust company  organized and existing  under the laws of the
United States of America or one of the states  thereof and shall have a combined
capital and surplus of at least $25,000,000 or assets under trust administration
of at least  $500,000,000.  The Tender  Agent may  resign  upon not less than 60
days' prior written notice to BMSBLC, the Trustee,  the Bank and the Remarketing
Agent and may be removed by BMSBLC,  subject to the written consent of the Bank,
which  shall not be  unreasonably  withheld,  upon not less than 60 days'  prior
written notice to the Trustee,  the Tender Agent,  the Bank and the  Remarketing
Agent;  provided,  however,  that no such  resignation  or removal  shall become
effective  until a successor  Tender Agent shall have been  appointed  and shall
have accepted such appointment.

          The provisions of Section 9.01 of this Trust  Indenture  regarding the
Trustee and the  performance of the duties of the Trustee  hereunder shall apply
to the Tender Agent and the  performance of its duties as Tender Agent hereunder
to the same  extent  as if they were set  forth in full at this  point  with the
substitution of the word "Tender Agent" for the word "Trustee."

          Section 2.20.  Additional Series of Senior Certificates.  From time to
time,  BMSBLC  may sell and assign to the  Trustee  IDRBs in  addition  to those
described in the Series Supplements  attached hereto. In such event, the Trustee
may cause additional Series of Senior  Certificates to be issued,  substantially
equal  in  principal   amount  to  the  outstanding   principal  amount  of  the
corresponding  additional  IDRBs,  upon the same terms and conditions,  and on a
parity  with,  the  Senior  Certificates.  No such  additional  Series of Senior
Certificates  shall be issued  unless  BMSBLC  has caused the Bank to deliver an
amended  Letter of Credit in an amount equal to all  principal and up to 45 days
of interest at the Cap Rate on all outstanding  Senior  Certificates,  including
the additional Senior Certificates.



                                       20
<PAGE>


                                   ARTICLE III

                              FORM OF CERTIFICATES

          Section 3.01.  Form of Senior  Certificates.  The Senior  Certificates
shall be  prepared  in  substantially  the form and tenor set forth in Exhibit A
attached hereto.

          Section 3.02.  Form of Junior  Certificates.  The Junior  Certificates
shall be  prepared  in  substantially  the form and tenor set forth in Exhibit B
attached hereto.

          Section 3.03. Additional Matters Appearing on Certificates.  There may
be printed or otherwise reproduced on any Certificate form (i) the legal opinion
of Special  Counsel,  (ii) CUSIP  numbers  or other  numbers of similar  use and
import, (iii) customary "back file panel" summary information, (iv) restrictions
on transfer in form approved by the Trustee as required in particular instances,
and (v) any other  information  deemed  necessary or  appropriate by the Trustee
with  the  approval  of Bond  Counsel  and the  Underwriter  to give  notice  of
information to Certificate  Owners.  Any portions of the text of any Certificate
may be set forth on the reverse  side  thereof,  with an  appropriate  reference
thereto on the face of the Certificate.

                                   ARTICLE IV

                                GENERAL COVENANTS

          Section 4.01. Payment of Principal and Interest.  The principal of and
interest on each Series of Certificates are payable solely from revenues derived
from the corresponding IDRB and the Letter of Credit,  which revenues are hereby
specifically  assigned  and pledged to the payment  thereof in the manner and to
the extent  herein  specified  and from  funds  provided  by BMSBLC as  provided
herein.

          Section 4.02.  Right to Payments  under IDRBs;  Instruments of Further
Assurance.  BMSBLC  covenants  that it will  defend its right to the  payment of
amounts  due  under  the  IDRBs,  for  the  benefit  of  the  Owners  of  Senior
Certificates,  against the claims and demands of all persons whomsoever.  BMSBLC
covenants  that it will do,  execute,  acknowledge  and deliver,  or cause to be
done, executed,  acknowledged and delivered, such indentures supplemental hereto
and such further acts,  instruments  and transfers as the Trustee may reasonably
require for the better assuring,  transferring,  conveying,  pledging, assigning
and confirming  unto the Trustee all and singular the rights assigned hereby and
the amounts  pledged  hereby to the payment of the  principal of and interest on
the IDRBs.  BMSBLC covenants and agrees that, except as provided herein, it will
not sell,  convey,  mortgage,  encumber or otherwise  dispose of any part of the
revenues and receipts from the IDRBs or its rights under the IDRBs.

                                    ARTICLE V

                               FUNDS AND ACCOUNTS

          Section  5.01.   Acquisition   Funds.  There  is  hereby  created  and
established  with the Trustee a Trust Fund for each Series of Certificates to be
designated  the  "Acquisition  Fund." On the Closing Date for each  Series,  the
Trustee shall  deposit the amount  received by it for the



                                       21
<PAGE>


account  of  BMSBLC  from  the  sale  of  a  Series  of  Certificates  into  the
corresponding Acquisition Fund.

          Section 5.02. IDRB Funds.

          (a) There is hereby created and  established  with the Trustee a Trust
Fund for each Series of Certificates to be designated the "IDRB Fund."

          (b) The Trustee shall deposit into the appropriate IDRB Fund, when and
as received:

              (i)   All payments received under the Letter of Credit; and

              (ii)  All  payments and  prepayments pursuant to or related to the
     IDRB.

          (c) There are hereby  created and  established  with the Trustee three
separate  accounts  within  the IDRB Fund to be  designated  the "IDRB  Payments
Account," "Letter of Credit Account" and "Senior Certificate Purchase Account."

          All IDRB Payments  received by the Trustee shall be deposited into the
IDRB Payments  Account.  Moneys paid into the appropriate  IDRB Payments Account
shall be used for the  payment of the  principal  of and  interest on the Senior
Certificates  when due and for payment of the  principal  of and interest on the
Senior  Certificates  upon a  redemption  of the  Senior  Certificates  prior to
maturity.

          Within  each IDRB  Payments  Account  shall be  created  an  "Odd-Lots
Subaccount." Any IDRB Payment of IDRB principal in excess of an amount divisible
for $5,000 (the denomination amount of Senior Certificates) shall be retained in
the Odd-Lots  Subaccount and paid out (a) to Owners of Senior  Certificates only
in lots of $5,000, or (b) to the Owner of the corresponding  Junior  Certificate
upon retirement of all of the corresponding Series of Senior Certificates.

          All funds received from the Bank from draws under the Letter of Credit
will be deposited into the appropriate Letter of Credit Account, except those to
pay the purchase price of Senior  Certificates  tendered or deemed  tendered for
purchase. Moneys in the Letter of Credit Account will be used for the payment of
the principal and interest on the corresponding Senior Certificates when due and
for payment of the  principal  and  interest on the Senior  Certificates  upon a
redemption of the Senior Certificates prior to maturity.

          The Senior  Certificate  Purchase Account  provisions are set forth in
Section 2.14 hereof.

          (d) Each payment into the IDRB Payments Account shall be segregated by
the Trustee into an individual  subaccount,  and each such  subaccount  shall be
maintained apart from all other funds in the IDRB Payments Account and all other
funds  held by the  Trustee,  provided  that all  amounts  in the IDRB  Payments
Account which have been held for a Minimum  Holding  Period may be commingled in
one subaccount.



                                       22
<PAGE>


          (e) Except as set forth below,  the Trustee shall pay principal of and
interest  on the  Senior  Certificates  from the  following  sources  and in the
following priority:

              (i)   The Letter of Credit Account; and

              (ii)  Eligible Funds in the IDRB Payments Account.

          On the Business Day  immediately  preceding any Interest  Payment Date
(whether at maturity, by acceleration or call for redemption or otherwise),  the
Trustee shall  promptly  present a draft to the Bank (with a copy to BMSBLC) for
payment under the Letter of Credit to ensure timely  payment of the principal of
and/or  interest due on Senior  Certificates.  The amount of such draft shall be
sufficient  for the Trustee to make the required  payment of principal of and/or
interest due on the Senior Certificates.

          (f) Not later than the 15th day of the month immediately following the
payment of  principal  and accrued  interest on the Senior  Certificates  on any
Payment Date, the Trustee shall remit from the IDRB Payments  Account,  first to
the Bank (if the Bank  shall not be in default  under the Letter of Credit)  the
amount  reimbursable  to the Bank under the Credit  Agreement  for amounts drawn
upon under the Letter of Credit for payment of  principal of and interest on the
Senior  Certificates,  and  second  to the  Owner  of the  corresponding  Junior
Certificate  (if BMSBLC shall not be in default under the Credit  Agreement) any
amounts remaining in the IDRB Payments Account.

          Section  5.03.  Trustee's   Maintenance  of  Records  of  Payments  on
Certificates.  In  connection  with the payment,  redemption  or purchase of all
Certificates  under the  provisions of this Trust  Indenture,  the Trustee shall
keep  accurate  records  of the  source  of the  moneys  used to pay,  redeem or
purchase such Senior  Certificates  (whether derived from BMSBLC payments,  IDRB
Payments, draws on the Letter of Credit, or otherwise).

          Section 5.04.  Trustee  Reports.  Upon request of BMSBLC and the Bank,
the Trustee shall furnish a copy of the transactions,  remaining balance in each
fund and account and listing of investments to BMSBLC and the Bank. Upon written
request  of  BMSBLC or the Bank,  the  Trustee  shall  confirm  any  information
requested  in  order  to  comply  with the  requirements  of  their  independent
auditors.

          Section 5.05.  Reporting of IDRB Interest Rates and IDRB Payments.  No
later  than the 15th day of each  month,  and at times  necessary  to permit the
Trustee and the  Remarketing  Agent to determine each Cap Rate and the amount to
be deposited in each IDRB Payments Account,  including each Odd-Lots Subaccount,
BMSBLC  shall  advise the  Trustee,  the Bank and the  Remarketing  Agent of the
interest rates borne by the IDRBs. BMSBLC shall provide to the Trustee, the Bank
and the  Remarketing  Agent  written  copies of all  communications  relating to
interest rate changes or monthly IDRB Payments.



                                       23
<PAGE>


                                   ARTICLE VI

                                   INVESTMENTS

          Section 6.01. Investments by Trustee. Subject to the provisions of any
law then in effect to the  contrary,  the  Trustee  shall  invest  all moneys on
deposit from time to time in the Trust Funds to the extent practicable from time
to time, and by the provisions hereof, in any Qualified Investments.

          Such Qualified Investments shall be made so as to mature or be subject
to  redemption  at the  option of the Owner  thereof  on or prior to the date or
dates that the Trustee  anticipates that moneys therefrom will be required.  The
Trustee may trade with itself or any  affiliate in the purchase and sale of such
Qualified Investments and the Trustee shall not be liable or responsible for any
loss resulting from any such  investment.  Such Qualified  Investments  shall be
registered in the name of the Trustee or its nominee.

          The Trustee  shall  without  further  direction  from BMSBLC sell such
Qualified  Investments  as and when required to make any payment for the purpose
of which such  investments are held.  Each  investment  shall be credited to the
fund for which it is held,  subject to any  provisions  of this Trust  Indenture
directing some other credit.

                                   ARTICLE VII

                                DISCHARGE OF LIEN

          Section 7.01.  Conditions for  Discharge.  If there shall be paid from
Eligible  Funds  all  of  the  principal  and  interest  to  become  due  on the
Certificates  at the  times  and in the  manner  stipulated  herein,  and if the
covenants and promises in the Certificates and in this Trust Indenture expressed
are kept,  performed  and  observed  by  BMSBLC  and the  Trustee;  all fees and
expenses of the Trustee  required by this Trust  Indenture to be paid shall have
been paid;  and the Bank has been paid in full all amounts  owing the Bank under
the Credit Agreement and the Letter of Credit has been returned to and cancelled
by the Bank,  then these presents and the estate,  rights and interests  granted
hereby shall cease,  determine  and be void,  and  thereupon  the Trustee  shall
cancel and  discharge the lien of this Trust  Indenture,  execute and deliver to
BMSBLC such  instruments  in writing as shall be  requisite  to satisfy the lien
hereof, and assign and deliver to BMSBLC any property at the time subject to the
lien of this Trust Indenture which may then be in its possession,  including any
amounts  required to be paid to BMSBLC under Section 8.06 hereof except (i) cash
and  securities  held by the  Trustee for the  payment of the  principal  of and
interest to accrue on the Certificates, and (ii) amounts held for the payment of
untendered  Certificates,  and  deliver  the  Letter  of  Credit to the Bank for
cancellation.

          Section 7.02. Payment of Certificates. Any Certificate shall be deemed
to be paid within the meaning of this Article  when payment of the  principal of
such  Certificate,  plus interest  thereon to the due date thereof (whether such
due date be by reason of maturity or upon  redemption  as provided in this Trust
Indenture,  or otherwise),  either (a) shall have been made or caused to be made
from Eligible Funds in accordance with the terms hereof,  or (b) shall have been
provided  for  by  irrevocably   depositing  with  the  Trustee,  in  trust  and
irrevocably set aside exclusively for such payment,  cash, without regard to any
investment or  reinvestment  thereof,



                                       24
<PAGE>


sufficient to make such payment,  and all necessary and proper fees and expenses
of the Trustee pertaining to the Certificates with respect to which such deposit
is made. At such time as a Certificate  shall be deemed to be paid  hereunder as
aforesaid, it shall no longer be deemed to be Outstanding hereunder and shall no
longer be secured by or entitled to the benefits of this Trust Indenture, except
for the purposes of any such payment from such moneys.

          Notwithstanding  the  foregoing,  no deposit  under  clause (b) of the
immediately preceding paragraph shall be deemed a payment of such Certificate as
aforesaid until:

          (a) The  deposit  shall  have been  made  under the terms of an escrow
trust  agreement in form and substance  satisfactory  to the Trustee  consistent
herewith;

          (b) BMSBLC shall have  delivered a certificate  designating  when such
Certificates  are to be paid or  redeemed  under  terms  of  such  escrow  trust
agreement;

          (c) A  redemption  notice  meeting the  requirements  of Section  2.07
hereof and stating that such Certificates are being redeemed from a deposit made
pursuant to this  Article  either (i) shall have been given,  or (ii) shall have
been provided for by delivery to the Trustee of irrevocable instructions for the
giving of such notice;

          (d) In the  case  of  Certificates  which  are  subject  to  mandatory
redemption or mandatory or optional tender for purchase,  evidence  satisfactory
to the Trustee that such  redemption or purchase will not create a deficiency in
the escrow; and

          (e) The  Trustee  shall  have been  furnished  with an opinion of Bond
Counsel to the effect that the payment of the  Certificates  in accordance  with
said escrow trust agreement will not adversely  affect the tax-exempt  status of
the  Certificates  and will not  cause  the  Certificates  to be  classified  as
"arbitrage bonds" under Section 148 of the Code.

          The Trustee shall provide  notice of any such deposit to the Owners of
the affected Certificates.

          Notwithstanding  any  provision  of any other  Article  of this  Trust
Indenture  which may be contrary to the  provisions of this Article,  all moneys
set aside and held in trust  pursuant to the  provisions of this Article for the
payment of  Certificates  (including  interest  thereon) shall be applied to and
used solely for the payment of the particular  Certificates  (including interest
thereon) with respect to which such moneys have been so set aside in trust.

          Anything  in  Article X hereof  to the  contrary  notwithstanding,  if
moneys  have been  deposited  or set aside  with the  Trustee  pursuant  to this
Article  for the  payment of  Certificates  and the  interest  thereon  and such
Certificates  and the interest thereon shall not have in fact been actually paid
in full, no amendment to the  provisions of this Article may be made without the
consent of the Owner of each of the Certificates affected thereby.

          Section 7.03. Cancellation of Surrendered Senior Certificates.  BMSBLC
may at any time  surrender  to the  Trustee  for  cancellation  by it any Senior
Certificates previously delivered hereunder, which BMSBLC acquired in any manner
whatsoever,  and such  Senior  Certificates,  after a period of 125 days  during
which no petition in  bankruptcy  is filed by or against  BMSBLC



                                       25
<PAGE>


as  debtor  under  the  federal  bankruptcy  laws and no other  proceedings  are
commenced  with respect to BMSBLC as debtor under other  applicable  bankruptcy,
reorganization or insolvency laws, upon such surrender and  cancellation,  shall
be deemed to be paid and retired.

                                  ARTICLE VIII

                       DEFAULT PROVISIONS AND REMEDIES OF
                    TRUSTEE AND OWNERS OF SENIOR CERTIFICATES

          Section  8.01.  Events  of  Default.  If any of the  following  events
occurs, it is hereby defined as and declared to be and to constitute an Event of
Default:

          (a) If  default  shall  be made in the due  and  punctual  payment  of
purchase price or principal of or interest on any outstanding Senior Certificate
at the date fixed for purchase or redemption thereof;

          (b) If default  shall be made in the due and  punctual  payment of any
other moneys  required to be paid to the Trustee  under the  provisions  of this
Trust  Indenture and such default  shall have  continued for a period of 30 days
after written notice thereof,  specifying such default, shall have been given by
the Trustee to BMSBLC and the Bank;

          (c) If the Bank shall have  certified  to the Trustee that an Event of
Default  occurred under the Credit Agreement and demanded an acceleration of the
Senior Certificates;

          (d) If the Bank  shall  have  certified  to the  Trustee  within  five
calendar  days after any Payment Date that the Bank has not been  reimbursed  in
full by BMSBLC for any drawing  under the Letter of Credit or any other Event of
Default has occurred under the Credit Agreement and as a consequence thereof the
interest component of the Letter of Credit will not be reinstated; or

          (e) If the Bank fails to comply with the  provisions  of the Letter of
Credit,  or the  Letter of  Credit is not,  for any  reason,  in full  force and
effect, or the Bank admits insolvency or becomes unable to pay its debts as they
mature or a receiver is appointed for the Bank;  and upon the  occurrence of any
such event,  BMSBLC fails  within 30 days to deliver (i) a Substitute  Letter of
Credit to the Trustee meeting the  requirements of this Trust  Indenture,  in an
amount  sufficient to cover the principal of and at least 45 days of interest on
the Senior  Certificates,  and (ii) an opinion  of counsel  satisfactory  to the
Trustee  as to the  validity  and  enforceability  of such  letter of credit and
stating that payment of amounts due under the  Substitute  Letter of Credit will
not constitute a preference under the United States Bankruptcy Code or under any
existing  bankruptcy,  insolvency,  or  similar  law of the  State of  Wisconsin
relating to the enforcement of the rights of creditors and the relief of debtors
if a petition  in  bankruptcy  with  respect to BMSBLC is filed under the United
States  Bankruptcy Code or in the event of the filing of a petition with respect
to  BMSBLC  under  any  such  laws  of the  State  of  Wisconsin  and  that  the
enforceability  of the  Substitute  Letter  of Credit  would  not be  materially
affected  by the  filing of a petition  under the  federal  bankruptcy  law with
respect to BMSBLC or any person  obligated  to  reimburse  the  provider  of the
Substitute  Letter of Credit for payments  made under the  Substitute  Letter of
Credit.



                                       26
<PAGE>


          Section 8.02.  Acceleration.

          (a) Upon the  occurrence and  continuance  for two Business Days of an
Event of Default  described in Section 8.01(a) above,  the Trustee shall declare
the principal of all Senior  Certificates then outstanding to be immediately due
and payable by notice in writing to BMSBLC and the Bank, and such principal (and
interest to the date of purchase or redemption)  shall  thereupon  become and be
immediately  due and  payable.  Upon  the  occurrence  of an  Event  of  Default
described  in Sections  8.01(b),  (c), (d) and (e) above  without  regard to the
continuance of such default,  the Trustee may, and, upon the written  request of
the Owners of a majority in aggregate  principal  amount of Senior  Certificates
outstanding,  the Trustee shall declare the principal of all Senior Certificates
then  outstanding  to be  immediately  due and  payable  by notice in writing to
BMSBLC and the Bank, and such principal (and interest to the date of purchase or
redemption) shall thereupon become and be immediately due and payable; provided,
however,   that  if  the  Letter  of  Credit  shall  be  outstanding,   then  an
acceleration, redemption and Event of Default described in Sections 8.01(b), (c)
and (d) shall be subject to the prior written consent of the Bank.

          (b) If  the  Trustee  shall  accelerate  the  payment  of  the  Senior
Certificates,  the Bank, at its option,  may purchase  with its own  immediately
available  funds all (but not part) of such  Senior  Certificates  at a price of
100% of the  principal  amount  thereof  plus  accrued  interest or interest due
thereon on the date of purchase,  provided that such Senior  Certificates may be
purchased  by the Bank only with moneys  which are not  recoverable  from Senior
Certificate  Owners  as a  transfer  avoidable  as a  preference  in the event a
petition is filed under the United States Bankruptcy Code with respect to BMSBLC
as  debtor,  or in the event of a filing of a  petition  with  respect to BMSBLC
under  any  existing  bankruptcy,  insolvency  or  similar  law of the  State of
Wisconsin  relating to the  enforcement of the right of creditors and the relief
of debtors.

          Upon  acceleration of one or more Series of Senior  Certificates,  the
Trustee  immediately  shall  present a draft to the Bank for  payment  under the
Letter of Credit pursuant to the terms thereof in an amount sufficient to pay in
full principal of and interest on such Senior  Certificates  on the payment date
established for redemption of all of such Senior Certificates; provided that the
Bank's  obligation under the Letter of Credit is limited to the principal of and
45 days of interest on the Senior Certificates.

          Such option shall be exercised by a written  notice,  delivered to the
Trustee within five Business Days of the acceleration of the Senior Certificates
under Section 8.02 or redemption under Section 2.02. Such notice of intention to
purchase  shall:  (i) be signed by an authorized  officer of the Bank;  and (ii)
state  that the Bank  elects to  exercise  its  option to  purchase  the  Senior
Certificates  pursuant to the  provisions  of this  Section  8.02(b) on the date
otherwise  established for redemption or acceleration,  as applicable (the "Bank
Purchase Date").  Moneys for the purchase of such Senior  Certificates  shall be
held by the Trustee  irrevocably  in trust and used  solely for the  purchase of
such Senior Certificates;  provided,  however, that any moneys so held which are
not applied to the purchase of Senior Certificates within three years after such
Bank  Purchase  Date  shall  be  remitted  to the  Bank  subject  to  any  other
requirements  of law as may be  applicable  to such funds,  and the Owner of any
Senior  Certificate not tendered on the Bank Purchase Date shall thereafter,  as
an  unsecured  general  creditor,  look only to the Bank for the  payment of the
purchase price of any such Untendered Senior Certificate and thereafter, neither
BMSBLC,  the Trustee nor any other  person  (except the Bank) shall be liable or
responsible to



                                       27
<PAGE>


any Owners of such Untendered Senior  Certificates for any payment on account of
any such Untendered Senior Certificates.

          The Trustee  promptly  (and in any event  within five  Business  Days)
following  receipt of the  aforesaid  notice from the Bank of its  intention  to
purchase the Senior Certificates, shall give written notice to the Owner of each
Senior Certificate  directing such Owner to tender the Senior  Certificates held
by such Owner to the Trustee for purchase by the Bank on the Bank Purchase Date.

          From and after the Bank Purchase Date, until  transferred to the Bank,
the Bank shall be entitled to receive any interest on such Senior Certificate as
if it were the Owner of such Senior  Certificate,  and the Bank shall have power
to concur in or dissent  from any  request,  demand,  authorization,  direction,
notice,  consent or waiver  with  respect to such Senior  Certificate  under the
provisions  of this  Trust  Indenture  as if it were the  Owner  of such  Senior
Certificate. Interest on any Senior Certificate purchased by the Bank in lieu of
acceleration  will be payable to the Bank but shall be held by the Trustee until
such Senior Certificate has been delivered to the Trustee for transfer.

          Section 8.03. Other Remedies; Rights of Owners of Senior Certificates.
Upon the  occurrence  of an Event of  Default,  the  Trustee,  with the  written
consent of the Bank as long as the Letter of Credit is  outstanding  and has not
been improperly  dishonored,  may pursue any available  remedy by suit at law or
equity as the Trustee shall deem most  effective to protect and enforce,  or aid
in the  protection  and  enforcement  of, the covenants and agreements set forth
herein.

          The Trustee,  as beneficiary of the Letter of Credit,  shall, with the
prior  written  consent of the Bank, if it is not in default with respect to the
Letter of Credit,  enforce such of its rights as owner of an IDRB as the Trustee
shall deem necessary or  appropriate.  In exercising  such rights and the rights
given the Trustee  under this Article  VIII,  the Trustee shall take such action
as, in the judgment of the Trustee  applying the standards  described in Section
9.01 hereof, would best serve the interests of the Owners of Senior Certificates
(subject to the rights of the Bank).

          If an Event of Default shall have occurred,  and if it shall have been
requested so to do by the Owners of a majority in aggregate  principal amount of
Senior Certificates or portions thereof outstanding with the consent of the Bank
so long as the  Letter  of  Credit is  outstanding  and has not been  improperly
dishonored  and shall have been  indemnified as provided in Section 9.01 hereof,
the Trustee  shall be obligated  to exercise  such one or more of the rights and
powers conferred by this Article VIII as the Trustee,  being advised by Counsel,
shall deem most expedient in the interests of the Owners of Senior Certificates;
provided  however,  that the  Trustee  shall have the right to decline to comply
with any such request if the Trustee shall be advised by Counsel that the action
so  requested  may not  lawfully  be taken or if the Trustee in good faith shall
determine that such action would be unjustly prejudicial to the Owners of Senior
Certificates not parties to such request.

          No remedy  by the  terms of this  Trust  Indenture  conferred  upon or
reserved to the Trustee or to the Owners of Senior  Certificates  is intended to
be  exclusive  of any other  remedy,  but each and every  such  remedy  shall be
cumulative  and shall be in addition to any other remedy given to



                                       28
<PAGE>


the  Trustee  or to  the  Owners  of  Senior  Certificates  hereunder  or now or
hereafter  existing  at  law  or in  equity  or by  statute.  The  assertion  or
employment  of any right or remedy  hereunder  shall not prevent the  concurrent
assertion or employment of any other appropriate right or remedy.

          No delay or omission to exercise any right or power  accruing upon any
Event of Default  shall  impair any such right or power or shall be construed to
be a waiver of any such Event of Default or acquiescence therein; and every such
right and power may be exercised from time to time and as often as may be deemed
expedient by the Trustee or, subject to the limitations herein specified, by the
Owners of Senior  Certificates,  as the case may be. No waiver of any default or
Event of Default  hereunder,  whether by the  Trustee or by the Owners of Senior
Certificates, shall extend to or shall affect any subsequent default or Event of
Default or shall impair any rights or remedies consequent thereon.

          Section   8.04.   Direction  of   Proceedings   by  Owners  of  Senior
Certificates. The Owners of a majority in aggregate principal amount of a Series
of Senior  Certificates  or portions  thereof  then  Outstanding  shall have the
right,  at any time,  by an instrument or  instruments  in writing  executed and
delivered  to the  Trustee,  to direct the method  and place of  conducting  all
proceedings  to be taken in  connection  with the  enforcement  of the terms and
conditions of this Trust  Indenture  relating to such Series;  provided that (a)
such  direction  shall be in accordance  with the  provisions of law and of this
Trust  Indenture,  (b) the Trustee shall  determine  that the action so directed
would not be unduly  prejudicial  to the Owners of Senior  Certificates  of such
Series not taking part in such direction, and (c) the Trustee may take any other
action  deemed  proper  by the  Trustee  which  is not  inconsistent  with  such
directions;  and provided  further that if the action  requested is one to which
the  Bank's  consent  would have been  required  had it been  undertaken  by the
Trustee  alone then such  direction  shall have been  consented  to by the Bank.
Notwithstanding  the  foregoing,  the Bank shall have the right to exercise  the
rights given to the Owners of Senior Certificates of a Series under this Section
so long as the Letter of Credit is not in default.

          Section  8.05.  Waiver of Stay or Extension  Laws.  To the extent that
such rights may lawfully be waived,  neither BMSBLC nor anyone claiming  through
it or under it shall or will set up,  claim,  or seek to take  advantage  of any
appraisement,  valuation, stay, extension or redemption laws now or hereafter in
force in order to prevent or hinder the  enforcement of this Trust  Indenture or
the foreclosure of the lien of this Trust Indenture,  but BMSBLC, for itself and
all who may claim  through or under it,  hereby  waives,  to the extent  that it
lawfully  may do so, the benefit of all such laws and all right of  appraisement
and  redemption  to  which it may be  entitled  under  the laws of the  State of
Wisconsin.

          Section  8.06.  Application  of  Moneys.  All moneys  received  by the
Trustee pursuant to any right given or action taken under the provisions of this
Article VIII,  except moneys received under Section 8.02(b) or from draws on the
Letter of Credit (which shall be applied solely to the principal of and interest
on the Senior  Certificates  for which such amounts were  drawn),  shall,  after
payment of the cost and expenses of the proceedings  resulting in the collection
of such moneys and of the expenses, liabilities and advances incurred or made by
the Trustee,  be deposited  in the IDRB Fund of the  appropriate  Series and all
moneys in the Trust Funds shall be applied as follows:



                                       29
<PAGE>


          (a) Unless the  principal  of and  interest  accrued on all the Senior
Certificates shall have become or shall have been declared due and payable,  all
such moneys shall be applied:

              FIRST:  to the  payment  to the  persons  entitled  thereto of all
     installments  of  interest  then  due on the  Senior  Certificates  of such
     Series,  in the order of the maturity of the installments of such interest,
     and, if the amount  available  shall not be  sufficient  to pay in full any
     particular  installment,  then to the  payment  ratably,  according  to the
     amounts due on such installments,  to the persons entitled thereto, without
     any discrimination or privilege; and

              SECOND:  to the  payment to the  persons  entitled  thereto of the
     unpaid  principal  of any of the Senior  Certificates  of such Series which
     shall have become due (other than Senior Certificates of such Series called
     for redemption and for the payment of which moneys are held pursuant to the
     provisions of this Trust  Indenture) and, if the amount available shall not
     be  sufficient  to pay in full the  principal on Senior  Certificates  of a
     Series due on any particular date, then to the payment  ratably,  according
     to the  amount of  principal  due on such  date,  to the  persons  entitled
     thereto, without any discrimination or privilege;

          (b) If the  principal  of  and  interest  accrued  on all  the  Senior
Certificates  of a Series shall have become due or shall have been  declared due
and payable,  all such moneys  shall be applied to the payment of the  principal
and interest  then due and unpaid upon the Senior  Certificates  of such Series,
without  preference  or priority of principal  over interest or of interest over
principal,  or of any  installment  of interest  over any other  installment  of
interest, or of any Senior Certificate over any other Senior Certificate of such
Series,  ratably,  according to the amounts due  respectively  for principal and
interest,  to the  persons  entitled  thereto,  without  any  discrimination  or
privilege; and

          (c) If the  principal  of  and  interest  accrued  on all  the  Senior
Certificates  of a Series shall have been declared due and payable,  and if such
declaration  shall  thereafter  have  been  rescinded  and  annulled  under  the
provisions of Section 8.10 hereof, then (subject to the provisions of subsection
(b) of  this  Section  in the  event  that  the  principal  of  all  the  Senior
Certificates  shall later  become due or be declared due and payable) the moneys
shall be applied in accordance  with the  provisions  of subsection  (a) of this
Section.

          Whenever  moneys  are to be  applied by the  Trustee  pursuant  to the
provisions  of this  Section,  such moneys shall be applied by it at such times,
and from time to time, as the Trustee shall determine,  having due regard to the
amount of such moneys available for application and the likelihood of additional
moneys  becoming  available  for such  application  in the future.  Whenever the
Trustee  shall  apply  such  funds,  it  shall  fix the  date  upon  which  such
application  is to be made,  and upon  such  date  interest  on the  amounts  of
principal to be paid on such dates shall cease to accrue. The Trustee shall give
such notice as it may deem appropriate of the deposit with it of any such moneys
and of the fixing of any such date.

          Whenever all Senior Certificates of a Series and interest thereon have
been paid under the  provisions  of this  Section  8.06,  and all  expenses  and
charges of the Trustee and Bank have been paid, any balance  remaining  shall be
paid to the person  entitled to receive the same;  if no other



                                       30
<PAGE>


person shall be entitled thereto, then the balance shall be paid to the Bank, if
the  Trustee  shall have  received  notice of any amount  owing under the Credit
Agreement,   and  the  remainder  to  the  Owner  of  the  corresponding  Junior
Certificate.

          Section  8.07.  Remedies  Vested in  Trustee.  All  rights of  action,
including the right to file proof of claims under this Trust  Indenture or under
any of the Senior  Certificates  may be  enforced  by the  Trustee  without  the
possession of any of the Senior  Certificates  or the production  thereof in any
trial or other  proceedings  relating  thereto,  and any such suit or proceeding
instituted  by the Trustee  shall be brought in its name as Trustee  without the
necessity  of  joining  as  plaintiffs  or  defendants   any  Owners  of  Senior
Certificates, and any recovery of judgment shall be for the equal benefit of the
Owners  of the  Outstanding  Senior  Certificates  of the  applicable  Series or
portions thereof and, on a subordinate basis, the Bank.

          Section 8.08. Rights and Remedies of Owners of Senior Certificates. No
Senior  Certificate  Owner shall have any right to institute any suit, action or
proceeding in equity or at law for the  enforcement  of this Trust  Indenture or
for the  execution of any trust hereof or any other  remedy  hereunder  unless a
default  shall  have  become  an Event  of  Default  and the  Owners  of  Senior
Certificates of 25% in aggregate  principal  amount of Senior  Certificates of a
Series or portions thereof then  Outstanding  shall have made written request to
the Trustee and shall have offered it reasonable  opportunity  either to proceed
to exercise the powers hereinbefore granted or to institute such action, suit or
proceeding  in its own name,  nor unless  also they have  offered to the Trustee
indemnity as provided in Section 9.01 hereof,  and the Trustee shall  thereafter
fail or refuse to exercise the powers hereinbefore  granted or to institute such
action or proceeding in its own name; it being  understood  and intended that no
one or more  Owners of Senior  Certificates  shall  have any right in any manner
whatsoever to affect,  disturb or prejudice the lien of this Trust  Indenture by
its, his or their action or to enforce any right hereunder  except in the manner
herein  provided  and  that  all  proceedings  at  law  or in  equity  shall  be
instituted,  had and maintained in the manner herein  provided and for the equal
benefit  of the Owners of all  Outstanding  Senior  Certificates  of a Series or
portions  thereof.  Nothing in this Trust  Indenture  shall affect or impair the
right of any  Senior  Certificate  Owner to  enforce  by suit or  otherwise  the
payment of the  principal  of and  interest  on each of the Senior  Certificates
issued  hereunder to the respective  Owners thereof at the time and place,  from
the source and in the manner in said Senior Certificates  expressed.  Nothing in
this Trust Indenture shall affect or impair the right of any Senior  Certificate
Owner to institute  suit  against an IDRB Issuer to enforce  payment when due to
such Owner of its share of IDRB Payments.

          Section 8.09.  Termination of  Proceedings.  In case the Trustee shall
have  proceeded  to  enforce  any right  under this  Trust  Indenture,  and such
proceedings  shall have been  discontinued  or abandoned for any reason or shall
have been  determined  adversely  to the  Trustee,  then and in every  such case
BMSBLC and the Trustee  shall be restored to their former  positions  and rights
hereunder with respect to the property herein conveyed, and all rights, remedies
and powers of the  Trustee  shall  continue as if no such  proceedings  had been
taken.

          Section 8.10. Waiver of Events of Default.  If the Letter of Credit is
outstanding  and has not been  improperly  dishonored,  the Bank may  direct the
Trustee to waive any Event of Default hereunder and its consequences and rescind
any  declaration of acceleration  of principal and accrued  interest;  provided,
however,  that  there  shall not be waived any Event of  Default  under



                                       31
<PAGE>


Section  8.01(d) or (e) unless the Letter of Credit has been  reinstated  to the
amount  required  by  Section  8.13(c),  and there  shall not be waived  without
consent of the Owners of all the Senior  Certificates  Outstanding  any Event of
Default in the payment of the principal of any Outstanding  Senior  Certificates
or  portions  thereof  when  due,  whether  at  the  stated  maturity  or at the
Redemption Date thereof or otherwise or any Event of Default in the payment when
due in the interest on any such Senior Certificates,  unless in either such case
prior to such waiver or  rescission  there has been paid or  deposited  with the
Trustee a sum sufficient to pay:

          (a) All overdue installments of interest on the Senior Certificates;

          (b)  Principal  of  any  Senior  Certificates  which  has  become  due
otherwise than by such declaration of acceleration; and

          (c) All expenses of the Trustee hereunder.

          No such waiver or rescission  shall extend to any  subsequent or other
default or Event of Default or impair any rights consequent thereon.

          Section 8.11. Draws Under Letter of Credit.  For so long as the Letter
of Credit remains outstanding, the Trustee shall draw on the Letter of Credit as
follows:

          (a) On or before 1:00 p.m., Milwaukee, Wisconsin time, on the Business
Day immediately  preceding each Interest  Payment Date -- an amount  sufficient,
together with available Eligible Funds then on deposit in each IDRB Fund, to pay
all interest on the Senior  Certificates  of each Series  (which are not Pledged
Senior Certificates) due on such Interest Payment Date;

          (b) On or before 1:00 p.m., Milwaukee, Wisconsin time, on the Business
Day preceding each  Redemption Date fixed pursuant to this Trust Indenture -- an
amount  sufficient,  together with  available  Eligible Funds then on deposit in
each IDRB Fund, to pay the principal of and accrued  interest (to the extent not
already  covered  by the draw  described  in clause  (a)  above)  on all  Senior
Certificates  of each Series (which are not Pledged Senior  Certificates)  to be
redeemed on such redemption date;

          (c) Before 10:30 a.m., Milwaukee,  Wisconsin time, on each Tender Date
-- an amount  sufficient,  together with available  funds then on deposit in the
Senior  Certificate  Purchase Account,  to pay the purchase price (to the extent
not  already  covered by the draw  described  in clause (a) above) on all Senior
Certificates  of each  Series or  beneficial  interests  (which are not  Pledged
Senior Certificates) to be purchased on any Tender Date; and

          (d) Upon acceleration of the maturity of the Senior  Certificates of a
Series  under this  Trust  Indenture  or the Bank has  notified  the  Trustee to
accelerate  the Senior  Certificates  because of the  occurrence  of an Event of
Default under the Credit  Agreement as provided in Sections  8.01(c) and 8.02 of
this Trust  Indenture,  within five  calendar  days after the earlier of (i) the
date of the  acceleration  of the Senior  Certificates  of a Series caused by an
Event of Default under this Trust  Indenture or (ii) the date of notice from the
Bank to accelerate -- an amount  sufficient,  together with  available  Eligible
Funds  then on  deposit in the IDRB  Fund,  to pay the  principal  of the Senior
Certificates  (which  are not  Pledged  Senior  Certificates)  and  the  accrued
interest



                                       32
<PAGE>


thereof to the date on which the  proceeds  of such draw are to be used for such
payment  which will be a date not later  than 13 days from the  earlier of (iii)
the date of the acceleration of the Senior Certificates of a Series caused by an
Event of Default under this Trust  Indenture or (iv) the date of the notice from
the Bank to accelerate,  as the case may be; but in any event not later than the
date  immediately  preceding the date on which a draw under the Letter of Credit
would be  insufficient  to pay the  principal of an interest on all  Outstanding
Senior  Certificates.  The Trustee shall give notice of any such acceleration in
accordance with Section 2.07 hereof.

          Each such draw on the Letter of Credit shall be made in timely  manner
in  accordance  with the terms of the  Letter of  Credit.  In the event that for
purposes of obtaining or maintaining a rating for the Senior Certificates or for
any other reason, it shall be necessary or desirable to make provision for draws
on the Letter of Credit at particular times, the Trustee shall deliver a written
undertaking  so to do and shall be bound  thereby  to the same  extent as if the
terms thereof were set forth in full in this Trust Indenture.

          The  Trustee  understands  that the  Letter  of  Credit  automatically
reduces  in  amount  from  time to time  and  that  it is  therefore  critically
important  that draws upon the Letter of Credit be made in timely  fashion.  The
Trustee  agrees (for the benefit of the Owners of Senior  Certificates)  to make
diligent  efforts prior to any Interest  Payment Date to learn whether any event
has occurred that would prevent money in an IDRB Fund from being Eligible Funds,
including  checking with the Clerk of Court for the Federal  District  Court for
the Eastern  District or Western District of Wisconsin,  as applicable,  that no
petition in bankruptcy has been filed by or against the applicable IDRB Borrower
or IDRB Issuer.

          Section 8.12. Substitute Letter of Credit. The Trustee shall from time
to time,  at the  written  direction  of BMSBLC,  accept a  renewal,  extension,
substitute or replacement  Letter of Credit (a "Substitute Letter of Credit") to
be effective on an Interest Payment Date to replace the Letter of Credit then in
effect (the "existing Letter of Credit"), provided that:

          (a) BMSBLC shall give the Trustee and the  Remarketing  Agent at least
45 days'  written  notice of the date selected by BMSBLC as the Letter of Credit
Substitution Date;

          (b) The Substitute Letter of Credit meets the requirements of a Letter
of Credit as set forth below; and

          (c) The  Substitute  Letter of Credit is  accepted  by the  Trustee at
least 45 days prior to such Interest Payment Date.

          On the Letter of Credit  Substitution  Date,  the  existing  Letter of
Credit shall be  delivered to the provider of the existing  Letter of Credit for
cancellation  and thereupon all references in this Trust Indenture to the Letter
of Credit,  the Bank and the Letter of Credit Expiration Date shall be construed
by  reference to the  Substitute  Letter of Credit.  If a  Substitute  Letter of
Credit is  provided by a financial  institution  other than the  provider of the
existing  Letter of Credit,  then (A) the Trustee  shall give written  notice of
such  substitution  to the Owners of Senior  Certificates  not less than 30 days
prior to the Letter of Credit  Substitution  Date,  and (B) the Letter of Credit
Substitution Date shall also be a Mandatory Tender Date subject to Section 2.03.



                                       33
<PAGE>


          On the Letter of Credit  Substitution  Date,  the  existing  Letter of
Credit shall be  delivered to the provider of the existing  Letter of Credit for
cancellation  and thereupon all references in this Trust Indenture to the Letter
of Credit,  the Bank and the Letter of Credit Expiration Date shall be construed
by  reference to the  Substitute  Letter of Credit.  If a  Substitute  Letter of
Credit is  provided by a financial  institution  other than the  provider of the
existing  Letter of  Credit,  the  Trustee  shall  give  written  notice of such
substitution to the Owners of Senior Certificates.

          Section 8.13.  Concerning the Letter of Credit.  Each Letter of Credit
shall have the following terms and provisions:

          (a) The Letter of Credit  shall be issued by a  financial  institution
acceptable  to the  Remarketing  Agent  and  rated,  at the time of the  initial
issuance of the Letter of Credit, at least "A" by a national rating agency;

          (b) The Letter of Credit  shall  permit draws to be made against it as
set forth in Section 8.11 of this Trust Indenture;

          (c) The Letter of Credit shall have a Letter of Credit Expiration Date
that is the 15th day of a month and shall have a term of at least one year;

          (d) The  Letter of Credit  shall be in an amount not less than the sum
of (i)  the  maximum  principal  amount  of  Senior  Certificates  that  will be
Outstanding   commencing  on  the  first  date  on  which  draws  are  permitted
thereunder,  plus (ii) at least 45 days of interest on such principal  amount of
Senior Certificates at the Cap Rate;

          (e) The Letter of Credit  shall be issued in favor of the  Trustee and
delivered to the Trustee; and

          (f) The Letter of Credit shall be in form and substance  acceptable to
the Trustee.

          The  Trustee  shall not  accept any  instrument  as a Letter of Credit
unless it determines to its satisfaction that the foregoing conditions have been
satisfied and unless the Trustee shall have been  furnished  with (i) an Opinion
of  Counsel to the  effect  that the Letter of Credit has been duly  authorized,
executed and delivered and is a legally valid and binding obligation of the Bank
enforceable in accordance with its terms (subject to customary  exceptions as to
enforceability)  and that payment of amounts due under the Letter of Credit will
not constitute a preference under the United States Bankruptcy Code or under any
existing  bankruptcy,  insolvency,  or  similar  law of the  State of  Wisconsin
relating to the enforcement of the rights of creditors and the relief of debtors
if a petition in bankruptcy  with respect to BMSBLC or any IDRB Borrower or IDRB
Issuer is filed under the United States  Bankruptcy  Code or in the event of the
filing of a petition  with respect to BMSBLC or any IDRB Borrower or IDRB Issuer
under any such laws of the State of Wisconsin and that the enforceability of the
Letter of Credit  would not be  materially  affected by the filing of a petition
under the federal bankruptcy law with respect to BMSBLC, any IDRB Borrower,  any
IDRB Issuer or any person  obligated to reimburse  the provider of the Letter of
Credit for payments made under the Letter of Credit; and (ii) an opinion of Bond
Counsel to the effect that delivery of such Substitute Letter of Credit will not
result in a Determination of Taxability.



                                       34
<PAGE>


                                   ARTICLE IX

                                   THE TRUSTEE

          Section 9.01.  Acceptance of the Trustee.  The Trustee  hereby accepts
the trusts  imposed upon it by this Trust  Indenture  and agrees to perform said
trusts, but only upon and subject to the following terms and conditions:

          (a) The Trustee,  prior to the  occurrence  of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are  specifically  set forth in this
Trust  Indenture,  and no implied  covenants or obligations  should be read into
this Trust Indenture against the Trustee.  In case an Event of Default hereunder
has occurred and has not been cured,  the Trustee  agrees to perform such trusts
as an ordinarily  prudent  trustee under similar  circumstances.  Whether or not
therein  expressly  so provided,  every  provision of this Section 9.01 and this
Trust  Indenture  relating  to the  conduct or  affecting  the  liability  of or
affording  protection to the Trustee shall be subject to the  provisions of this
subsection.

          (b) The Trustee  may  execute  any of the trusts or powers  hereof and
perform  any of  its  duties  by or  through  attorneys,  agents,  receivers  or
employees,  but shall be  answerable  for the conduct of the same in  accordance
with the standard  specified  above,  and shall be entitled to advice of Counsel
concerning  all matters of trusts  hereof and duties  hereunder,  and may in all
cases pay such  reasonable  compensation  to any  attorney,  agent,  receiver or
employee retained or employed by it in connection herewith.  The Trustee may act
upon the opinion or advice of any attorney or  accountant  selected by it in the
exercise of reasonable  care or, if selected or retained by BMSBLC,  approved by
the Trustee in the exercise of such care.  The Trustee shall not be  responsible
for any loss or damage  resulting from any action or nonaction based on its good
faith reliance upon such opinion or advice.

          (c) The Trustee shall not be responsible  for any recital herein or in
the Certificates, or for the investment of moneys, except as provided in Article
VI  hereof,  or for the  validity  of the  execution  by  BMSBLC  of this  Trust
Indenture or of any supplemental indentures or instruments of further assurance,
or for the sufficiency of the security for the Certificates  issued hereunder or
intended  to be  secured  hereby,  or  otherwise  as to the  maintenance  of the
security  hereof.  The Trustee may (but shall be under no duty to) advise BMSBLC
and the Bank of any impending default known to the Trustee.

          (d) The Trustee shall not be accountable for the use or application of
any of the  Certificates or the proceeds  thereof or for the use and application
of any money paid over by the Trustee in accordance  with the provisions of this
Trust Indenture or for the use and application of money received by the Trustee.
The Trustee may become the Owner of  Certificates  secured  hereby with the same
rights it would have if not Trustee.

          (e) The Trustee  shall be protected in acting upon any notice,  order,
requisition, request, consent, certificate, order, opinion (including an Opinion
of  Counsel),  affidavit,  letter,  telegram  or other paper or document in good
faith  deemed by it to be genuine and correct and to have been signed or sent by
the proper person or persons.  Any action taken by the Trustee



                                       35
<PAGE>


pursuant to this Trust Indenture upon the request or authority or consent of any
person  who at the time of making  such  request  or giving  such  authority  or
consent is the Owner of any Certificate shall be conclusive and binding upon all
future Owners of the same  Certificate  issued in exchange  therefor or in place
thereof.

          (f) The Trustee shall not be answerable in connection  with its duties
hereunder for any act or failure to act,  including but not limited to any debts
contracted or for damages to persons or to personal  property injured or damaged
or for salaries or nonfulfillment of contracts during any period in which it may
be in the  possession  of or  managing  the  pledged  property  as in this Trust
Indenture provided except for its negligence or willful default.

          (g) At any  and  all  reasonable  times,  the  Trustee  and  its  duly
authorized   agents,   attorneys,    experts,    engineers,    accountants   and
representatives  shall  have  the  right  fully  to  inspect  any and all of the
property  herein  conveyed,  and to obtain copies of such  memoranda from and in
regard thereto as may be desired.

          (h) The  Trustee  shall not be  required to give any bond or surety in
respect of the  execution  of the said trusts and powers or otherwise in respect
of the premises.

          (i) Notwithstanding   anything  elsewhere  in   this  Trust  Indenture
contained,  the  Trustee  shall have the right,  but shall not be  required,  to
demand,  with respect to the withdrawal of any cash, the release of any property
or any action whatsoever within the scope of this Trust Indenture, any showings,
certificates,  opinions  (including  Opinions of Counsel),  appraisals  or other
information,  corporate action or evidence  thereof,  in addition to that by the
terms hereof  required,  as a condition  of such action by the  Trustee,  deemed
desirable  for the purpose of  establishing  the right to the  withdrawal of any
cash,  the  release of any  property  or the  taking of any other  action by the
Trustee.

          (j) Before  taking  any   action  hereunder  requested  by  Owners  of
Certificates  (other than presentation of drafts to the Bank under the Letter of
Credit),  the Trustee may require  that it be furnished by and at the expense of
the  Owners  of  Certificates  an  indemnity  bond  satisfactory  to it for  the
reimbursement  of all  expenses to which it may be put and to protect it against
all  liability,  except  liability  which results from the negligence or willful
default of the Trustee, by reason of any action so taken by the Trustee.

          Section 9.02. Fees,  Charges and Expenses of the Trustee.  The Trustee
shall be  entitled  to payment  and/or  reimbursement  for  reasonable  fees for
services  rendered  hereunder  and all advances,  legal fees and other  expenses
reasonably and necessarily  made or incurred by it in and about the execution of
the trusts  created by this Trust  Indenture  and in and about the  exercise and
performance  of the  powers  and  duties of the  Trustee  hereunder  and for the
reasonable and necessary costs and expenses  incurred in defending any liability
in  the  premises  of  any  character   whatsoever  (unless  such  liability  is
adjudicated  to have  resulted  from the  negligence  or willful  default of the
Trustee).

          BMSBLC will pay the Trustee's closing expenses,  including  attorney's
fees,  at the  closing.  BMSBLC  will  also pay to the  Trustee  all  reasonable
expenses   incurred  by  the  Trustee



                                       36
<PAGE>


in connection with the  transactions  contemplated by this Trust Indenture which
are not  otherwise  required to be paid by BMSBLC  under the terms of this Trust
Indenture.

          Upon an  Event of  Default,  but only  upon an Event of  Default,  the
Trustee  shall  have a first  lien with  right of  payment  prior to  payment on
account  of  interest  or  principal  of  any  Certificate,   except  for  those
Certificates  deemed to be paid within the meaning of Section 7.02 hereof,  upon
the Trust  Estate  for said  fees,  advances,  legal  fees,  costs and  expenses
incurred by it, but under no  circumstances  does the  Trustee  have any lien on
amounts drawn under the Letter of Credit.

          Section 9.03. Notice to Owners of Certificates if Default Occurs.  The
Trustee  shall  give to the Owners of  Certificates  notice of all  defaults  or
Events of Default known to the Trustee  within 30 days after the occurrence of a
default or Event of Default,  unless such default or Event of Default shall have
been cured before the giving of such notice;  provided that,  except in the case
of Events of Default in the  payment of the  principal  of or interest on any of
the  Certificates,  the Trustee shall be protected in withholding such notice if
and so long as the  Board  of  Directors,  the  executive  committee  or a trust
committee of directors or chief  executive  officer of the Trustee in good faith
determines  that the withholding of such notice is in the interest of the Owners
of Certificates.

          Section  9.04.  Intervention  by Trustee.  In any judicial  proceeding
which in the opinion of the Trustee and its counsel has a substantial bearing on
the interest of Owners of  Certificates,  the Trustee may intervene on behalf of
Owners of  Certificates  of a Series and shall do so if  requested in writing by
the Owners of Certificates of at least 25% of the aggregate  principal amount of
the  Outstanding  Certificates of a Series or portions  thereof.  The rights and
obligations  of the Trustee  under this Section 9.04 are subject to the approval
of a court of competent jurisdiction in the premises.

          Section 9.05.  Successor  Trustee.  Any  corporation,  association  or
agency into which the Trustee may be converted  or merged,  with which it may be
consolidated  or to which it may sell or transfer its trust  business and assets
as a whole  or  substantially  as a whole,  or any  corporation  or  association
resulting from any such conversion,  sale, merger,  consolidation or transfer to
which it is a party, ipso facto, shall be and become successor Trustee hereunder
and under the Continuing  Disclosure  Agreement and vested with all of the title
to  the  whole  property  or  Trust  Estate  and  all  of  the  trusts,  powers,
discretions, immunities, privileges and all other matters as was its predecessor
without the execution or filing of any  instrument or any further act,  deed, or
conveyance  on the part of any of the  parties  hereto,  anything  herein to the
contrary notwithstanding.

          Section 9.06.  Resignation by the Trustee. The Trustee may at any time
resign  from the  trusts  hereby  created by giving 30 days'  written  notice to
BMSBLC and by first-class mail to each  Certificate  Owner, and such resignation
shall take effect only upon the  appointment  and the  acceptance of a successor
Trustee by the Owners of  Certificates  or by BMSBLC and the  acceptance by such
successor  Trustee.  Such notice to BMSBLC may be served  personally  or sent by
registered mail.



                                       37
<PAGE>


          Section  9.07.  Removal of Trustee.  The Trustee may be removed at any
time by an  instrument  or concurrent  instruments  in writing  delivered to the
Trustee  and BMSBLC and signed by the Owners of  Certificates  of a majority  in
aggregate  principal  amount of the  then-Outstanding  Certificates  or portions
thereof,  and such removal shall take effect only upon the  appointment  and the
acceptance of a successor Trustee by the Owners of Certificates or by BMSBLC and
the acceptance by such successor Trustee.

          Section 9.08.  Appointment  of the Successor  Trustee by the Owners of
Certificates; Temporary Trustee. In case the Trustee shall resign or be removed,
or shall be  dissolved  or in the  course  of  dissolution  or  liquidation,  or
otherwise  become  incapable of acting  hereunder,  or in case it shall be taken
under the control of any public  officer or officers or of a receiver  appointed
by a court,  a successor  may be  appointed by the Owners of  Certificates  of a
majority in aggregate principal amount of the  then-Outstanding  Certificates or
portions thereof by an instrument or concurrent instruments in writing signed by
such  Owners  of  Certificates  or by their  attorney-in-fact  duly  authorized;
provided that no such appointment shall be effective without the written consent
of BMSBLC, which consent shall not be withheld unreasonably.

          Nevertheless,  in case of such vacancy, BMSBLC may appoint a temporary
trustee to fill such vacancy until a successor trustee shall be appointed by the
Owners of  Certificates  in the manner above  provided;  and any such  temporary
trustee so  appointed  by BMSBLC shall  immediately  and without  further act be
superseded  by the trustee so  appointed by such Owners of  Certificates.  Every
such trustee appointed  pursuant to the provisions of this Section 9.08 shall be
a trust  company or bank  having a reported  combined  capital and surplus of at
least $25,000,000 or assets under trust  administration of at least $500,000,000
if there be such an institution willing,  qualified and able to accept the trust
upon reasonable or customary terms.

          Section 9.09.  Concerning  any  Successor  Trustees.  Every  successor
Trustee  appointed  hereunder  shall  execute,  acknowledge  and  deliver to its
predecessor  and BMSBLC an  instrument  in writing  accepting  such  appointment
hereunder and under the  Continuing  Disclosure  Agreement,  and thereupon  such
successor, without any further act, assignment or conveyance, shall become fully
vested with all the estates,  properties,  rights,  powers,  trusts,  duties and
obligations  of  its  predecessors  as  Trustee;  but  such  predecessor  shall,
nevertheless,  on the  written  request of BMSBLC or of its  successor  Trustee,
execute and deliver an instrument transferring to such successor Trustee all the
estates,  properties,  rights, powers and trusts of such predecessor  hereunder,
and every predecessor trustee shall deliver all securities and moneys held by it
as Trustee  hereunder to its  successor.  Should any  instrument in writing from
BMSBLC be required by any successor Trustee for more fully and certainly vesting
in such  successor  the  estates,  rights,  powers and duties  hereby  vested or
intended to be vested in the predecessor  Trustee,  any and all such instruments
in writing shall, on request, be executed, acknowledged and delivered by BMSBLC.
The  resignation of any Trustee and the  instrument or instruments  removing any
Trustee  and  appointing  a  successor   hereunder,   together  with  all  other
instruments  provided  for in this  Section,  shall be  forthwith  filed  and/or
recorded by the  successor  Trustee in each  recording  office  where this Trust
Indenture has been filed and/or recorded.

          Section 9.10. Trustee Protected in Relying Upon Resolutions,  Etc. The
resolutions, orders, requisitions,  opinions, certificates and other instruments
provided  for in  this  Trust  Indenture  may be  accepted  by  the  Trustee  as
conclusive  evidence of the facts and  conclusions



                                       38
<PAGE>


stated  therein  and shall be full  warrant,  protection  and  authority  to the
Trustee for the release of property and the withdrawal of cash hereunder.

          Section 9.11. Successor Trustee as Custodian of Funds. In the event of
a change in the office of Trustee, the predecessor trustee which has resigned or
been  removed  shall  cease to be  custodian  of the Trust Funds  prescribed  in
Article V, and the successor Trustee shall be and become such custodian.

                                    ARTICLE X

                             SUPPLEMENTAL INDENTURES

          Section 10.01. Supplemental Indentures Not Requiring Consent of Owners
of Certificates.  BMSBLC and the Trustee may, from time to time and at any time,
without the consent of, or notice to, any of the Owners of Senior  Certificates,
and when so required by this Trust Indenture  shall,  enter into an indenture or
indentures supplemental to this Trust Indenture (which supplemental indenture or
indentures shall  thereafter form a part hereof),  so as thereby to (a) cure any
ambiguity  or formal  defect  or  omission  in this  Trust  Indenture  or in any
supplemental indenture;  (b) grant to or confer upon the Trustee for the benefit
of the Owners of Senior  Certificates any additional rights,  remedies,  powers,
authority  or security  that may  lawfully be granted to or  conferred  upon the
Owners of Senior  Certificates  or the Trustee;  (c)  describe or identify  more
precisely  any part of the Trust  Estate or to subject to the lien and pledge of
this Trust Indenture additional revenues, properties or collateral; (d) evidence
the appointment of a separate  trustee or a co-trustee or the successor of a new
Trustee;  (e)  modify,  eliminate  and/or  add to the  provisions  of this Trust
Indenture to such extent as shall be necessary  to effect the  qualification  of
this Trust Indenture under the Trust Indenture Act of 1939, as then amended,  or
under any similar federal statute  hereafter  enacted,  and to add to this Trust
Indenture  such other  provisions  as may be  expressly  permitted by said Trust
Indenture Act of 1939, excluding, however, the provisions referred to in Section
316(a)(2)  of said Trust  Indenture  Act of 1939;  or (f) make any other  change
which, in the judgment of the Trustee, is not to the prejudice of the Trustee or
the Owners of Senior Certificates.

          Section 10.02.  Supplemental Indentures Requiring Consent of Owners of
Senior  Certificates.  Exclusive of supplemental  indentures  covered by Section
10.01,  and subject to the terms and provisions  contained in this Section,  and
not otherwise, the Trustee, upon receipt of an instrument evidencing the consent
to a  supplemental  indenture by the Owners of Senior  Certificates  of not less
than a majority of the  aggregate  principal  amount of the  Outstanding  Senior
Certificates  or portions  thereof,  shall join with BMSBLC in the  execution of
such indenture or indentures  supplemental  hereto as shall be deemed  necessary
and  desirable for the purpose of modifying,  altering,  amending,  adding to or
rescinding, in any particular,  any of the terms or provisions contained in this
Trust  Indenture  or in any  supplemental  indenture;  provided,  however,  that
nothing herein contained shall permit or be construed as permitting, except with
the  consent  of the Owners of Senior  Certificates  of all  Outstanding  Senior
Certificates  or  portions  thereof  (a) an  extension  of the  maturity  of the
principal  of or the interest on any Senior  Certificate;  or (b) a reduction in
the principal  amount of any Senior  Certificate  or the rate of interest on any
Senior Certificate;  or (c) a privilege or priority of any Senior Certificate or
Senior Certificates over any other Senior Certificate or Senior Certificates; or
(d) a reduction in the



                                       39
<PAGE>


aggregate  principal amount of the Senior  Certificates  required for consent to
such supplemental indenture; or (e) the creation of any lien ranking prior to or
on a parity  with the lien of this Trust  Indenture  on the Trust  Estate or any
part thereof, except as hereinbefore expressly permitted; or (f) the deprivation
of the Owner of any  then-Outstanding  Senior  Certificates  of the lien  hereby
created on the Trust Estate; or (g) the modification of any of the provisions of
this Section;  or (h) the  circumstances  under which or the prices at which the
Senior Certificates may be redeemed or tendered.

          If at any time BMSBLC shall request the Trustee to enter into any such
supplemental  indenture  for any of the  purposes of this  Section,  the Trustee
shall,  upon being  satisfactorily  indemnified with respect to expenses,  cause
notice of the proposed execution of such supplemental  indenture to be mailed to
each  registered  Owner of a Senior  Certificate.  Such notice shall briefly set
forth the nature of the  proposed  supplemental  indenture  and shall state that
copies thereof are on file at the principal office of the Trustee for inspection
by all Owners of Senior Certificates. The Trustee shall not, however, be subject
to any  liability  to any Senior  Certificate  Owner by reason of its failure to
give such  notice,  and any such  failure  shall not affect the validity of such
supplemental  indenture  when  consented  to and  approved  as  provided in this
Section.

          Section 10.03.  Supplemental Indentures Requiring Consent of Owners of
Junior  Certificates.  Exclusive of supplemental  indentures  covered by Section
10.01,  and subject to the terms and provisions  contained in this Section,  and
not otherwise, the Trustee, upon receipt of an instrument evidencing the consent
to a  supplemental  indenture by the Owners of Junior  Certificates  of not less
than a majority of the  aggregate  principal  amount of the  Outstanding  Junior
Certificates  or portions  thereof,  shall join with BMSBLC in the  execution of
such indenture or indentures  supplemental  hereto as shall be deemed  necessary
and  desirable for the purpose of modifying,  altering,  amending,  adding to or
rescinding, in any particular,  any of the terms or provisions contained in this
Trust  Indenture  or in any  supplemental  indenture;  provided,  however,  that
nothing herein contained shall permit or be construed as permitting, except with
the consent of the Owners of all  Outstanding  Junior  Certificates  or portions
thereof (a) an extension of the maturity of the  principal of or the interest on
any Junior Certificate; or (b) a reduction in the principal amount of any Junior
Certificate  or the  rate  of  interest  on  any  Junior  Certificate;  or (c) a
privilege or priority of any Junior Certificate or Junior  Certificates over any
other  Junior  Certificate  or Junior  Certificates;  or (d) a reduction  in the
aggregate  principal amount of the Junior  Certificates  required for consent to
such supplemental indenture; or (e) the creation of any lien ranking prior to or
on a parity  with the lien of this Trust  Indenture  on the Trust  Estate or any
part thereof, except as hereinbefore expressly permitted; or (f) the deprivation
of the Owner of any  then-Outstanding  Junior  Certificates  of the lien  hereby
created on the Trust Estate; or (g) the modification of any of the provisions of
this Section;  or (h) the  circumstances  under which or the prices at which the
Junior Certificates may be redeemed or tendered.

          If at any time BMSBLC shall request the Trustee to enter into any such
supplemental  indenture  for any of the  purposes of this  Section,  the Trustee
shall,  upon being  satisfactorily  indemnified with respect to expenses,  cause
notice of the proposed execution of such supplemental  indenture to be mailed to
each  registered  Owner of a Junior  Certificate.  Such notice shall briefly set
forth the nature of the  proposed  supplemental  indenture  and shall state that
copies thereof are on file at the principal office of the Trustee for inspection
by all Owners



                                       40
<PAGE>


of Junior  Certificates.  The  Trustee  shall  not,  however,  be subject to any
liability to any Junior  Certificate Owner by reason of its failure to give such
notice,  and any such failure shall not affect the validity of such supplemental
indenture when consented to and approved as provided in this Section.

          Section 10.04. Effect of Supplemental  Indentures.  Upon the execution
of any  supplemental  indenture under this Article X, this Trust Indenture shall
be modified in accordance therewith and such supplemental indenture shall form a
part of this  Trust  Indenture  for all  purposes,  and  every  Owner of  Senior
Certificates  theretofore  or  thereafter  delivered  hereunder  shall  be bound
thereby; provided, however, that no supplemental indenture shall be given effect
unless the Trustee shall have first  received a written  opinion of Bond Counsel
to the  effect  that  the  execution  and  implementation  of  the  supplemental
indenture will not result in a Determination of Taxability.

          Section  10.05.  Consent  of BMSBLC and Bank.  Anything  herein to the
contrary  notwithstanding,  a supplemental indenture under this Article X which,
in the  reasonable  judgment of BMSBLC,  adversely  affects the rights of BMSBLC
hereunder  or under the  Credit  Agreement,  and while  BMSBLC is not in default
under the Credit  Agreement,  shall not become effective unless and until BMSBLC
shall  have  consented  in  writing  to  the  execution  and  delivery  of  such
supplemental  indenture.  Anything  herein to the  contrary  notwithstanding,  a
supplemental  indenture  under  this  Article  X so  long  as the  Bank  has not
improperly dishonored a draw on the Letter of Credit, shall not become effective
unless and until the Bank shall have  consented in writing to the  execution and
delivery of such supplemental indenture. In this regard, the Trustee shall cause
notice of the proposed execution and delivery of any such supplemental indenture
to the  execution  and  delivery  of which  BMSBLC and the Bank have not already
consented,  together  with a copy of the  proposed  supplemental  indenture  and
written  consent form to be signed by each of BMSBLC and the Bank,  to be mailed
by registered mail to BMSBLC and the Bank at least 30 days prior to the proposed
date of execution and delivery of any such supplemental indenture.

          Section 10.06.  Rights of Trustee.  If, in the opinion of the Trustee,
any  supplemental  indenture  provided for in this  Section  affects the rights,
duties or immunities of the Trustee under this Trust Indenture or otherwise, the
Trustee may, in its discretion,  decline to execute such supplemental indenture,
except to the extent  that this may be  required  in the case of a  supplemental
indenture entered into under Section 10.01 hereof. The Trustee shall be entitled
to receive,  and shall be fully protected in relying upon, an Opinion of Counsel
as conclusive  evidence  that any such  supplemental  indenture  conforms to the
requirements of this Trust Indenture.

                                   ARTICLE XI

                 AMENDMENT OF LOAN AGREEMENT OR LETTER OF CREDIT

          Section  11.01.  Amendments,  Etc.  to Letter of Credit Not  Requiring
Consent of Owners of Senior  Certificates.  The Trustee may, without the consent
of or notice to the Owners of Senior  Certificates,  consent  to any  amendment,
change  or  modification  of the  Letter  of Credit  which  may be  required  or
permitted (i) by the provisions of this Trust Indenture or the Letter of Credit;



                                       41
<PAGE>


(ii) for the purpose of curing any  ambiguity or formal  defect or omission;  or
(iii) in connection  with any other change therein which, in the judgment of the
Trustee,  is  not to the  prejudice  of the  Trustee  or the  Owners  of  Senior
Certificates.  The Trustee shall consent to no amendment, change or modification
of the Letter of Credit  which is  inconsistent  with the  requirements  of this
Trust Indenture.

          Section 11.02. Amendments,  Etc. to Letter of Credit Requiring Consent
of  Owners  of  Senior  Certificates.  Except  for the  amendments,  changes  or
modifications as provided in Section 11.01, the Trustee shall not consent to any
other  amendment,  change or modification of the Letter of Credit without notice
and the written approval or consent of the Owners of Senior  Certificates of not
less than a  majority  in  aggregate  principal  amount of the  then-Outstanding
Senior  Certificates or portions  thereof given and procured as in this Section;
provided that the Trustee shall consent to no amendment which adversely  affects
the rights of some but less than all the Outstanding Senior Certificates without
the consent of Owners of Senior  Certificates so affected;  and provided further
that the Trustee shall not, without the unanimous  written consent of the Owners
of Senior  Certificates,  consent to any amendment  which would (i) decrease the
amounts payable under the Letter of Credit,  or (ii) change the dates of payment
under the Letter of Credit.

          If at any time BMSBLC shall  request the consent of the Trustee to any
such proposed  amendment,  change or modification  of the Letter of Credit,  the
Trustee shall, upon being  satisfactorily  indemnified by BMSBLC with respect to
expenses, cause notice of such proposed amendment,  change or modification to be
given in the same  manner as provided by Section  10.01  hereof with  respect to
supplemental indentures.  Such notice shall briefly set forth the nature of such
proposed  amendment,  change or modification  and shall state that copies of the
instrument embodying the same are on file at the principal office of the Trustee
for  inspection  by all Owners of Senior  Certificates.  If the Owners of Senior
Certificates  of not less than a majority in aggregate  principal  amount of the
Outstanding Senior Certificates or portions thereof at the time of the execution
of any such  amendment,  change or  modification  shall  have  consented  to and
approved the execution of any such  amendment,  change or modification as herein
provided,  no Owner of any Senior  Certificate shall have any right to object to
any of the terms and provisions  contained therein, or the operation thereof, or
in any manner to question the propriety of the execution  thereof,  or to enjoin
or restrain  the Trustee or BMSBLC  from  executing  the same or from taking any
action pursuant to the provisions thereof.

          Section 11.03. Consent of Trustee and BMSBLC. The Letter of Credit may
not be effectively  amended,  changed or modified as provided in this Article XI
without the written consent of the Trustee and BMSBLC. If, in the opinion of the
Trustee,  who may rely on an opinion of Bond Counsel,  any amendment,  change or
modification  of the Letter of Credit  provided for in this  Section  materially
affects  the  rights,  duties or  immunities  of the  Trustee  under  this Trust
Indenture or otherwise,  the Trustee may, in its discretion,  decline to consent
thereto.

          Section 11.04.  Consent of Bank. No amendment,  change or modification
of any document  referred to in this  Article XI shall be  effective  unless the
Bank shall have consented in writing thereto.



                                       42
<PAGE>


                                   ARTICLE XII

                                  MISCELLANEOUS

          Section 12.01. Consent,  Etc. of Owners of Certificates.  Any consent,
request,  direction,  approval,  objection or other instrument  required by this
Trust  Indenture to be signed and executed by Owners of  Certificates  may be in
any number of concurrent writings of similar tenor and may be signed or executed
by such Owners of Certificates in person or by agent appointed in writing. Proof
of the execution of any such consent, request, direction, approval, objection or
other  instrument  or of  the  writing  appointing  any  such  agent  and of the
ownership  of the  Certificates,  if  made in the  following  manner,  shall  be
sufficient  for any of the  purposes  of  this  Trust  Indenture  and  shall  be
conclusive  in favor of the Trustee  with regard to any action taken by it under
such request or other instrument, namely:

          (a) The fact  and  date of the  execution  by any  person  of any such
writing may be proved by the certificate of any officer in any  jurisdiction who
by law has  power to take  acknowledgments  within  such  jurisdiction  that the
person signing such writing acknowledged before him the execution thereof, or by
an affidavit of any witness to such execution; and

          (b) The ownership of  Certificates  shall be proved by the Certificate
Register.

          Section  12.02.  Limitation  of Rights.  With the  exception of rights
herein  conferred,  nothing expressed or mentioned in or to be implied from this
Trust Indenture or the Certificates is intended or shall be construed to give to
any person or company other than the parties hereto, the Owners of Certificates,
the Beneficial  Owners,  the Remarketing Agent, the Bank, any legal or equitable
right,  remedy or claim  under or with  respect to this Trust  Indenture  or any
covenants,  conditions and provisions herein contained; this Trust Indenture and
all of the covenants,  conditions and provisions hereof being intended to be and
being for the sole and exclusive benefit of the parties hereto and the Owners of
Certificates hereby secured as herein provided.

          Section 12.03. Severability.  If any provision of this Trust Indenture
shall be held or deemed to be or shall, in fact, be inoperative or unenforceable
as applied in any particular case in any  jurisdiction or  jurisdictions,  or in
all  jurisdictions or in all cases,  because it conflicts with any provisions or
any  constitution or statute or rule of public policy,  or for any other reason,
such  circumstances  shall not have the effect of  rendering  the  provision  in
question  inoperative or  unenforceable  in any other case or circumstance or of
rendering any other provision or provisions herein contained invalid inoperative
or unenforceable to any extent whatever.

          The  invalidity  of any one or more  phrases,  sentences,  clauses  or
paragraphs  in this Trust  Indenture  contained  shall not affect the  remaining
portions of this Trust Indenture or any part thereof.

          Section   12.04.   Notices.   All  notices,   certificates   or  other
communications  hereunder shall be sufficiently  given and shall be deemed given
when  mailed by  registered  mail,  postage  prepaid,  with  proper  address  as
indicated below.  BMSBLC,  the Trustee and the Bank may, by written notice given
by each to the others,  designate  any address or  addresses  to which  notices,
certificates  or other  communications  to them shall be sent when  required  as
contemplated by this



                                       43
<PAGE>


Trust Indenture.  The Remarketing Agent and the Bank shall receive copies of all
notices  hereunder.  Until  otherwise  provided by the respective  parties,  all
notices,  certificates and  communications to each of them shall be addressed as
follows:

          To BMSBLC:              Bando McGlocklin Small Business
                                  Lending Corporation
                                  W239 N1700 Busse Road and Highway J
                                  Waukesha, WI  53188
                                  Attn:  Scott J. Russell

          To the Bank:            Firstar Bank, National Association
                                  777 East Wisconsin Avenue, JS 3 South
                                  Milwaukee, WI  53202
                                  Attn:  Jon B. Beggs

          To the Trustee:         Firstar Bank, National Association
                                  1555 North RiverCenter Drive, #301
                                  Milwaukee, WI  53212
                                  Attn: Corporate Trust Services

          To the                  Robert W. Baird & Co. Incorporated
          Remarketing Agent:      777 East Wisconsin Avenue, 28th Floor
                                  Milwaukee, WI  53202
                                  Attn: Municipal Bond Trading

          Section   12.05.   Counterparts.   This   Trust   Indenture   may   be
simultaneously  executed  in  several  counterparts,  each of which  shall be an
original and all of which shall constitute but one and the same instrument.

          Section  12.06.  Third-Party  Beneficiary.   The  Trustee  and  BMSBLC
acknowledge  that so long as the  Letter of  Credit  is in effect or any  amount
remains  payable  under  the  Credit  Agreement,  the Bank  shall be an  express
third-party beneficiary of this Trust Indenture, with full power, to the maximum
extent permitted by applicable law, to enforce the provisions hereof.



                                       44
<PAGE>


          IN  WITNESS   WHEREOF,   Bando   McGlocklin   Small  Business  Lending
Corporation, a Wisconsin corporation,  has caused these presents to be signed in
its name and  behalf by its  President  and  Secretary,  and,  to  evidence  its
acceptance of the trusts hereby  created,  Firstar Bank,  National  Association,
Milwaukee,  Wisconsin, as Trustee, has caused these presents to be signed in its
name and behalf by its duly authorized officers,  all as of the date first above
written.


                                          BANDO McGLOCKLIN SMALL BUSINESS
                                           LENDING CORPORATION


                                          By:        /s/ Scott J. Russell
                                                --------------------------------
                                          Name:      Scott J. Russell
                                                --------------------------------
                                          Title:     Senior Vice President
                                                --------------------------------



                                          FIRSTAR BANK, NATIONAL ASSOCIATION,
                                            as Trustee


                                          By:        /s/ Peter M. Brennan
                                                --------------------------------
                                          Name:      Peter M. Brennan
                                                --------------------------------
                                          Title:     Assistant Vice President
                                                --------------------------------


                                          By:        /s/ Steven J. Peterson
                                                --------------------------------
                                          Name:      Steven J. Peterson
                                                --------------------------------
                                          Title:     Trust Officer
                                                --------------------------------



                       [Signature Page of Trust Indenture]



                                       45
<PAGE>


                                    EXHIBIT A

                           FORM OF SENIOR CERTIFICATE


                    INDUSTRIAL DEVELOPMENT REVENUE BOND TRUST
                           WEEKLY VARIABLE RATE DEMAND
                      SENIOR CERTIFICATES OF PARTICIPATION,
                                    SERIES __

REGISTERED                                                            REGISTERED
NO. R-__                                                             $__________


                    Initial
                    Interest       Maturity                             CUSIP
  Dated Date          Rate           Date           Closing Date        Number

March 23, 2000        4.10%       ___________      March 23, 2000      456057___


Registered Owner:  CEDE & CO.

Principal Amount:  ___________________ DOLLARS ($__________)


          KNOW  ALL  PEOPLE  BY  THESE  PRESENTS  that  Firstar  Bank,  National
Association,  Milwaukee,  Wisconsin, or its successor or successors,  as Trustee
(the "Trustee") of the Industrial  Development  Revenue Bond Trust (the "Trust")
created  pursuant to the Trust  Indenture  dated as of March 1, 2000 (the "Trust
Indenture"), will pay, but only from moneys available under the Trust Indenture,
to the Registered  Owner,  or registered  assigns,  on the Maturity Date (unless
this Senior  Certificate shall have been called for prior  redemption,  in which
case on such date (the  "Redemption  Date")),  upon  presentation  and surrender
hereof,  the  Principal  Amount,  and to pay  interest  thereon  (computed  on a
365/366-day  year  basis),  from the date hereof  through the  Wednesday  of the
following  week at the Initial  Interest Rate set forth above and  thereafter at
the interest rate per annum established below,  payable on the first day of each
month,  commencing  April 1, 2000, and on each  Redemption  Date described below
(the "Interest Payment Dates"),  until payment of such principal sum, or if this
Senior  Certificate  shall be duly called for  redemption,  until the Redemption
Date.  This  Senior  Certificate  shall be dated by the  Trustee  as of the last
preceding  Interest  Payment Date to which interest on the  Certificate has been
paid or made  available for payment.  Prior to the first  Interest  Payment Date
after  the  Original  Issue  Date,  such  Certificate  shall  be dated as of the
Original  Issue Date.  The principal of and interest on this Senior  Certificate
are  payable in lawful  money of the United  States of America at the  principal
corporate  trust office of the Trustee.  Interest  hereon which is payable,  and
punctually paid or duly provided for, on any interest payment date shall be paid
by check drawn by the  Trustee  payable to the order of the person in whose name
this Senior  Certificate  is registered at the close of business on the Business
Day as defined below  immediately  preceding  such date.  Such interest shall be
mailed to such person at the address shown on the  Certificate  Register kept



                                   Exhibit A-1

<PAGE>


by the  Trustee.  Owners  of at least  $1,000,000  principal  amount  of  Senior
Certificates  or  The  Depository  Trust  Company  or any  successor  Securities
Depository may elect to have their interest paid by wire transfer of immediately
available funds in accordance with the Trust Indenture  hereinafter referred to.
Payment of the  principal  of and interest on this Senior  Certificate  shall be
made in lawful money of the United States of America.  All payments hereon shall
be applied first to accrued interest and the remainder to reduction of principal
on the Maturity Date or any Redemption Date.

          The Senior  Certificates of Participation  ("Senior  Certificates") of
each Series  represent  undivided  proportionate  interests in rights to receive
principal and interest  payments made on  industrial  development  revenue bonds
("IDRBs")  issued by Wisconsin  municipalities.  Bando McGlocklin Small Business
Lending Corporation, a Wisconsin corporation ("BMSBLC"), is the current owner of
the IDRBs and will sell and assign the IDRBs to the  Trustee as  provided in the
Trust Indenture.

          To further  secure the Senior  Certificates,  Firstar  Bank,  National
Association,   Cincinnati,   Ohio  (the  "Bank"),  has  issued  its  irrevocable
direct-pay  liquidity  letter of credit  (the  "Letter  of  Credit,"  which term
includes any  Substitute  Letter of Credit) in favor of the Trustee.  The amount
available  under the Letter of Credit is  sufficient to pay the principal of and
up to 45 days of interest on the Senior  Certificates  at a maximum  rate of the
lesser of 10%, or the interest  rate payable on the  applicable  IDRB minus 0.1%
(the "Cap Rate") as such principal and interest becomes due.

          From the period  from the date of the  initial  delivery of the Senior
Certificates through the Wednesday of the immediately following week, the Senior
Certificates  will bear  interest at the rate set forth above.  Thereafter,  and
until the  maturity  date of this Senior  Certificate,  the Senior  Certificates
shall bear  interest from the Thursday of a week, to and including the Wednesday
of the next week at the Weekly Variable Rate.  "Weekly  Variable Rate" means the
interest rate on the Senior Certificates  determined by the Remarketing Agent on
each  Wednesday (or the preceding  Business Day if a Wednesday is not a Business
Day) for the week beginning on the Thursday  following the date of determination
(whether  or  not a  Business  Day)  and  ending  on the  immediately  following
Wednesday (whether or not a Business Day) as the rate necessary (but not greater
than the lesser of the interest rate payable on the  applicable  IDRB or the Cap
Rate) to  effect a sale of the  Senior  Certificates  at par on the  immediately
succeeding  Thursday.  If the  Remarketing  Agent  fails to  establish  a Weekly
Variable Rate, the Senior  Certificates  shall bear interest for the immediately
succeeding week at the same rate as the immediately  preceding week. The Trustee
shall confirm the interest rate on the Senior  Certificates from time to time in
effect by telephone  (confirmed in writing if requested).  The  determination of
the Weekly Variable Rate shall be conclusive and binding on BMSBLC, the Trustee,
the Tender Agent,  the Remarketing  Agent,  the Bank and the Owners from time to
time of the Senior  Certificates.  Interest shall accrue from the scheduled date
of any payment until the business day on which such payment is made.

Purchase of Senior Certificates at Option of Senior Certificate Owners

          An Owner or Beneficial  Owner of a Senior  Certificate  may tender its
Senior Certificate or beneficial  ownership interest for purchase in whole or in
part (and if in part in  integral



                                   Exhibit A-2

<PAGE>


multiples of $5,000) to the Tender Agent,  Firstar Bank,  National  Association,
1555 North RiverCenter Drive, Suite 301, Milwaukee,  Wisconsin 53212, Attention:
Corporate  Trust  Services,  on any  Business  Day  for a  price  of 100% of the
principal amount of the Senior  Certificates so tendered plus accrued  interest.
In order to  exercise  such  option with  respect to any Senior  Certificate  or
portion  thereof,  the  Beneficial  Owner  thereof must give to the Tender Agent
(through  its Direct  Participant  or Indirect  Participant)  at its  designated
corporate  trust office by the opening of business at such office at least seven
days preceding the proposed purchase date,  written notice which: (a) states the
name and taxpayer  identification  number of the Beneficial Owner and identifies
the Direct Participant or Indirect  Participant,  (b) is accompanied by evidence
satisfactory  to the  Trustee of the  Beneficial  Owner's  beneficial  ownership
interest in the Senior Certificate(s) to be purchased, (c) states the Series and
principal  amount  of  the  Senior  Certificate(s)  or  portions  thereof  to be
purchased,  (d) states the purchase  date on which  purchase is demanded,  which
must be a Business Day not earlier than seven days after  delivery of the tender
notice, and (e) contains irrevocable authorization for the Direct Participant or
Indirect Participant to transfer the Beneficial Owner's Senior Certificate(s) on
the purchase  date.  Upon the delivery of such  written  notice of tender,  such
election to tender shall be irrevocable  and binding upon the  Beneficial  Owner
thereof.   Upon  delivery  of  such  notice,  the  Beneficial  Owner  must  make
arrangements   to  have  its  beneficial   ownership   interest  in  the  Senior
Certificates being tendered transferred to the Tender Agent at or prior to 10:00
a.m., Milwaukee,  Wisconsin time, on the tender date. The Tender Agent shall, in
its sole discretion,  determine whether, with respect to any Senior Certificate,
the  Beneficial  Owner thereof shall have properly  exercised the option to have
its Senior Certificate or beneficial  ownership interest purchased as a whole or
in part.

          If the Senior  Certificates are held in a book-entry  system, a Tender
Notice  pursuant to the  preceding  paragraph  may be  delivered by a Beneficial
Owner.  Such Tender Notice must be delivered as set forth in Section 2.15 of the
Trust  Indenture.  Such Tender  Notice  must be  delivered  to the Tender  Agent
(through  its Direct  Participant  or Indirect  Participant)  at its  designated
corporate  trust office by the opening of business at such office at least seven
days preceding the proposed  purchase  date,  and such Tender Notice shall:  (a)
state the name and taxpayer  identification  number of the Beneficial  Owner and
identify the Direct Participant or Indirect  Participant,  (b) be accompanied by
evidence  satisfactory  to the  Trustee  of the  Beneficial  Owner's  beneficial
ownership interest in the Senior  Certificate(s) to be purchased,  (c) state the
principal  amount  of  the  Senior  Certificate(s)  or  portions  thereof  to be
purchased, (d) state the purchase date on which purchase is demanded, which must
be a Business  Day not  earlier  than seven  days after  delivery  of the tender
notice, and (e) contain irrevocable  authorization for the Direct Participant or
Indirect Participant to transfer the Beneficial Owner's Senior Certificate(s) on
the purchase date. Upon delivery of such notice,  the Beneficial Owner must make
arrangements   to  have  its  beneficial   ownership   interest  in  the  Senior
Certificates being tendered transferred to the Tender Agent at or prior to 10:00
a.m.,  Milwaukee,  Wisconsin  time on the Tender  Date,  but need not  otherwise
comply with Section 2.15 of the Trust Indenture.

          If there has been  irrevocably  deposited  in the  Senior  Certificate
Purchase  Account an amount  sufficient to pay the purchase  price of all Senior
Certificates  tendered or deemed to be tendered for  purchase on such  specified
purchase  date,  the Owner of any Senior  Certificates  which are required to be
tendered for redemption or purchase in accordance with the provisions of Section
2.14 of the Trust  Indenture  but which in fact are not delivered to the Trustee
or the



                                   Exhibit A-3

<PAGE>


Tender  Agent,  as the case may be, on or before the  applicable  redemption  or
purchase  date (an  "Untendered  Senior  Certificate")  shall not be entitled to
receive  interest  on  such  Untendered  Senior  Certificate  on and  after  the
specified  purchase date, and all such Untendered Senior  Certificates  shall be
deemed to have been tendered for purchase and purchased pursuant to Section 2.15
of the Trust  Indenture on such specified  purchase  date.  The Trustee,  at the
direction of the Tender Agent,  shall issue a new Senior  Certificate  or Senior
Certificates in the same aggregate  principal  amount for any Untendered  Senior
Certificates  which are not tendered for purchase on any specified purchase date
and,  upon receipt of any such  Untendered  Senior  Certificates  from the Owner
thereof,  shall pay the purchase price of such Untendered Senior Certificates to
the Owners thereof and cancel such Untendered Senior Certificates as provided in
the Trust Indenture.

          Substitute Letter of Credit.  The Trustee shall, from time to time, at
the written  direction of BMSBLC,  accept a renewal,  substitute or  replacement
Letter of Credit (a  "Substitute  Letter of  Credit")  effective  on an Interest
Payment  Date to replace  the  Letter of Credit  then in effect  (the  "existing
Letter of  Credit"),  provided  that the  Substitute  Letter of Credit meets the
requirements of a Letter of Credit as set forth in the Trust Indenture.

          Redemption of Senior Certificates.  The Senior Certificates may not be
called for redemption  prior to maturity,  except as described below. The Letter
of Credit covers the payment of principal and accrued interest (up to 45 days at
the Cap Rate) due on the date of any such redemption.

          Following  an Event of Default  (as defined  therein)  under the Trust
Indenture,  the Trustee may be required to accelerate the maturity of the Senior
Certificates  (or, if the Event of Default relates to certain of the IDRBs,  the
corresponding  Series of Senior Certificates) and draw upon the Letter of Credit
for the funds necessary to retire such Senior Certificates.  An Event of Default
under  the  Trust  Indenture   resulting  in  the  acceleration  of  the  Senior
Certificates can occur, at the direction of the Bank, anytime there is a default
under the Credit Agreement as it exists on the date the Senior  Certificates are
issued or as it may be amended from time to time by BMSBLC and the Bank.

          Mandatory  Redemption  Upon  Payment or  Prepayment  of IDRBs.  Senior
Certificates  of a Series are subject to  mandatory  redemption  prior to stated
maturity,  in whole or in part, in integral multiples of $5,000, on any Business
Day, as a result of any payment or  prepayment of the  corresponding  IDRB under
the terms of the corresponding IDRB Bond Agreement. The redemption price for any
such redemption  shall be 100% of the par amount,  plus accrued  interest to the
date of redemption. Principal on the IDRBs may be paid or prepaid as a result of
the following:

          (a) Scheduled  Payments  of  Principal.   The  IDRBs  are  subject  to
scheduled payments of principal,  whether by stated maturity payments or sinking
fund installments, as described in the Series Supplements.

          (b) Optional Redemption.  The IDRBs are subject to optional redemption
at the option and  direction of the IDRB  Borrowers,  as described in the Series
Supplements.



                                   Exhibit A-4

<PAGE>


          (c) Extraordinary  Redemption.  The IDRBs  are  subject  to  mandatory
redemption,  in whole but not in part, at any time at a redemption price of 100%
of the principal  amount so redeemed,  plus accrued  interest to the  applicable
Redemption  Date,  following a casualty loss or other  extraordinary  event that
shall destroy or substantially damage the project financed by an IDRB or make it
impossible  to  operate  such  project  for a period of six  months or more,  as
described in the Series Supplements.

          Mandatory Redemption Upon IDRB Payment Default. Senior Certificates of
a Series are subject to  mandatory  redemption,  in whole but not in part,  if a
default shall be made in the due and punctual  payment of the purchase  price or
principal of or interest on the corresponding  IDRB, and such default shall have
continued for a period of 45 days.

          Mandatory  Redemption  Upon Direction of the Bank. The Bank may at any
time  certify to the  Trustee  that an Event of Default has  occurred  under the
Credit Agreement, and demand an acceleration of one or more Series of the Senior
Certificates.

          Mandatory  Redemption  Prior to  Expiration  of Letter of Credit.  The
Senior Certificates shall be subject to mandatory  redemption,  in whole but not
in part,  15 days prior to the  expiration  date of the Letter of Credit then in
effect, unless an acceptable extension to or replacement of the Letter of Credit
then in effect,  meeting the requirements of Sections 8.12 and 8.13 of the Trust
Indenture,  shall have been  delivered  to the Trustee at least 45 days prior to
the expiration date of the Letter of Credit then in effect.  Notwithstanding the
foregoing,  if the  Substitute  Letter of Credit is from a bank  other  than the
provider of the  then-existing  Letter of Credit,  then the Senior  Certificates
shall be subject to mandatory  tender on the  Substitution  Date. The redemption
price in any such  event  shall be 100% of the  principal  amount of the  Senior
Certificates so redeemed,  plus accrued interest to the redemption date, without
premium.

          Mandatory  Redemption  Upon  Determination  of Taxability of IDRB. The
Senior  Certificates  shall be subject to mandatory  redemption,  by Series,  in
whole in the event that a determination  has been made that interest on the IDRB
will not be excluded  from  inclusion in gross income of the owners of the IDRB,
as  described  in the Series  Supplements.  The  redemption  price of the Senior
Certificates  upon a Determination of Taxability is 100% of the principal amount
of Senior  Certificates  so redeemed,  plus accrued  interest to the  redemption
date. No tax redemption  premium is to be paid to any Senior  Certificate Owner,
regardless of the provisions,  if any, relating to a tax redemption premium that
may be contained in the  applicable  IDRB Bond  Agreement.  The Letter of Credit
does not cover any tax redemption premium, and Senior Certificate Owners have no
recourse to any IDRB  Borrower,  the Trustee or to BMSBLC for the payment of any
tax redemption premium.

          Mandatory  Redemption  Upon  Determination  of  Taxability  of  Senior
Certificates.  The Senior Certificates shall be subject to mandatory redemption,
by Series, in whole but not in part, upon a Determination of Taxability relating
to such Series.

          Mandatory Tender of Senior Certificates. Each Senior Certificate Owner
or  Beneficial  Owner (except the Owner or  Beneficial  Owner of Pledged  Senior
Certificates)  must tender its Senior  Certificates to the Trustee or the Tender
Agent on or before the  Mandatory  Tender  Date for  redemption  or  purchase in
accordance with the Trust  Indenture on the Mandatory  Tender



                                   Exhibit A-5

<PAGE>


Date.  The purchase  price shall be equal to 100% of the  principal  amount plus
accrued interest, if any, to the date of purchase. "Mandatory Tender Date" shall
mean each  Redemption Date and Letter of Credit  Substitution  Date (but only if
the  Substitute  Letter of Credit is provided by a financial  institution  other
than the provider of the existing Letter of Credit).

          Partial Redemption. If Senior Certificates of a Series are redeemed in
part, the particular  Senior  Certificates of that Series or portions thereof to
be redeemed  shall be  selected  by the  Trustee by lot or by such other  random
means as the Trustee shall determine in its discretion.  Any Senior  Certificate
to be redeemed  only in part shall be  surrendered  by the Owner thereof and the
Trustee shall deliver to such Owner a new Senior  Certificate  of any authorized
denomination  requested by such Owner in an aggregate  principal amount equal to
the  unredeemed  portion  of  the  Senior  Certificate  so  surrendered.  Senior
Certificates of  denominations  greater than $5,000 may be called for redemption
in part,  but only in multiples of $5,000.  The Trustee shall notify the Bank of
any partial redemption and shall deliver to the Bank the proper documentation to
reduce the size of the Letter of Credit.

          Notice of  Redemption.  Notice of redemption  shall be mailed not less
than 30 but not more than 60 days before the Redemption Date, except that notice
of a call for redemption because of a default and consequent acceleration of the
Senior  Certificates  under Article VIII of the Trust  Indenture or because of a
Determination of Taxability shall be given by mailing a redemption notice within
5 days after the date of any such  acceleration or  Determination of Taxability,
with the  redemption  date to occur not more than 14 days after the date of such
acceleration or Determination of Taxability.  In no event,  however,  shall such
notice of redemption establish a redemption date later than one day prior to the
date on which the Letter of Credit would cease to be in an amount  sufficient to
pay the  principal of the Senior  Certificates  redeemed  together with interest
accrued through the redemption date. Failure to give any such notice by mailing,
or any defect therein,  shall not affect the validity of any proceedings for the
redemption of any other Senior  Certificate.  All Senior  Certificates so called
for  redemption  will cease to bear interest on the specified  redemption  date,
provided funds for their  redemption have been duly  deposited,  and, except for
the purpose of payment,  shall no longer be protected by the Trust Indenture and
shall not be deemed Outstanding under the provisions of the Trust Indenture.

          If the Trustee shall  accelerate  the payment of one or more Series of
Senior  Certificates,  the  Bank,  at its  option,  may  purchase  with  its own
immediately  available funds all (but not part) of such Senior Certificates at a
price of 100% of the principal  amount thereof plus accrued interest or interest
due thereon on the date of purchase,  provided that such Senior Certificates may
be purchased by the Bank only with moneys which are not recoverable  from Senior
Certificate  Owners  as a  transfer  avoidable  as a  preference  in the event a
petition is filed under the United States Bankruptcy Code with respect to BMSBLC
as  debtor,  or in the event of a filing of a  petition  with  respect to BMSBLC
under  any  existing  bankruptcy,  insolvency  or  similar  law of the  State of
Wisconsin  relating to the  enforcement of the right of creditors and the relief
of debtors.

          The  Senior  Certificate  Owner  shall  have no right to  enforce  the
provisions  of the  Trust  Indenture  or to  institute  action  to  enforce  the
covenants therein, or to take any action with respect to any default or Event of
Default under the Trust Indenture, or to institute, appear in or defend any suit
or other  proceedings  with  respect  thereto,  except as  provided in the Trust
Indenture.



                                   Exhibit A-6

<PAGE>


Nothing in the Trust  Indenture  shall  affect or impair the right of any Senior
Certificate  Owner to institute  suit against an IDRB Issuer to enforce  payment
when due to such Owner of its share of IDRB Payments.  In certain events, on the
conditions,  in the manner and with the effect set forth in the Trust Indenture,
the principal of all Senior  Certificates issued thereunder and then Outstanding
may  become or may be  declared  due and  payable  before  the  stated  maturity
thereof, together with interest accrued thereon. Modifications or alterations of
the Trust Indenture,  or of any indenture supplemental thereto, may be made only
to the extent and in the circumstances permitted by the Trust Indenture.

          This  Senior  Certificate  is  transferable  by the Owner  hereof upon
surrender of this Senior  Certificate for transfer at the office of the Trustee,
duly  endorsed  or  accompanied  by a written  instrument  of  transfer  in form
satisfactory  to the Trustee and  executed by the Owner  hereof or his  attorney
duly authorized in writing.  Thereupon,  the Trustee shall deliver,  in exchange
for this Senior Certificate,  one or more new Senior Certificates in the name of
the transferee,  of an authorized  denomination,  in aggregate  unpaid principal
amount  equal  to  the  aggregate   unpaid   principal  amount  of  this  Senior
Certificate, of the same maturity, and having the same payment dates and bearing
interest at the same rate and on the same dates. The Senior Certificates may not
be registered to bearer.



                                   Exhibit A-7

<PAGE>


          IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions
and things required to exist, to happen and to be performed  precedent to and in
the  execution  and  delivery of the Trust  Indenture  and the  issuance of this
Senior  Certificate do exist, have happened and have been performed in due time,
form and  manner,  as  required  by law,  and that the  issuance  of this Senior
Certificate  and the  Series of which it forms a part,  together  with all other
obligations  of  BMSBLC,  does not  exceed  or  violate  any  constitutional  or
statutory limitation of indebtedness.

          IN WITNESS WHEREOF,  Firstar Bank,  National  Association,  Milwaukee,
Wisconsin,  as Trustee, has caused this Senior Certificate to be executed in its
name by the facsimile  signatures of its  authorized  officers and sealed with a
facsimile of its corporate seal.


                                        FIRSTAR BANK, NATIONAL ASSOCIATION,
                                          as Trustee


         [SEAL]                         By:
                                                 -------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------


                                           By:
                                                 -------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------



                                   Exhibit A-8

<PAGE>


                                   ASSIGNMENT


                                                      SOCIAL SECURITY OR FEDERAL
                                                      EMPLOYER IDENTIFICATION
                                                      NUMBER:


          FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto


--------------------------------------------------------------------------------
           (Please print or typewrite name and address of transferee)


the  within  Senior  Certificate  and all  rights  and  thereunder,  and  hereby
irrevocably constitutes and appoints


--------------------------------------------------------------------------------
            (Please print or typewrite name and address of attorney)


attorney-in-fact to transfer the within Senior Certificate on the books kept for
registration thereof, with full power of substitution in the premises.


Dated:
      -----------------------------


Signature Guaranteed:




-----------------------------------          -----------------------------------
NOTICE:    Signature(s)   must   be          NOTICE:   The   signature  to  this
guaranteed  by a  commercial  bank,          assignment must correspond with the
broker,   dealer,    municipal   or          name as it appears upon the face of
government   securities  broker  or          the within  Senior  Certificate  in
dealer,   credit  union,   national          every      particular,      without
securities   exchange,   registered          alteration  or  enlargement  or any
securities  association,   clearing          change whatsoever.
agency or savings association.



                                   Exhibit A-9

<PAGE>


                                    EXHIBIT B

                           FORM OF JUNIOR CERTIFICATE


                    INDUSTRIAL DEVELOPMENT REVENUE BOND TRUST
                           WEEKLY VARIABLE RATE DEMAND
                      JUNIOR CERTIFICATE OF PARTICIPATION,
                                    SERIES __

REGISTERED                                                            REGISTERED
NO. J-__                                                             $__________


                                   Maturity
        Dated Date                   Date                  Closing Date

      March 23, 2000             ____________             March 23, 2000


Registered Owner:   BANDO McGLOCKLIN SMALL BUSINESS
                    LENDING CORPORATION

Principal Amount: ___________________ DOLLARS ($__________)


          KNOW  ALL  PEOPLE  BY  THESE  PRESENTS  that  Firstar  Bank,  National
Association,  Milwaukee,  Wisconsin, or its successor or successors,  as Trustee
(the "Trustee") of the Industrial  Development  Revenue Bond Trust (the "Trust")
created  pursuant to the Trust  Indenture  dated as of March 1, 2000 (the "Trust
Indenture"), will pay, but only from moneys available under the Trust Indenture,
to the Registered  Owner,  or registered  assigns,  on the Maturity Date (unless
this Junior  Certificate shall have been called for prior  redemption,  in which
case on such date (the  "Redemption  Date")),  upon  presentation  and surrender
hereof,  the  Principal  Amount,  and to pay  interest  thereon  (computed  on a
365/366-day  year  basis),  from the date hereof  through the  Wednesday  of the
following  week at the Initial  Interest Rate set forth above and  thereafter at
the interest rate per annum established below,  payable on the first day of each
month,  commencing  April 1, 2000,  and on each  Redemption  Date for the Senior
Certificates of the Series (the "Interest Payment Dates"), until payment of such
principal  sum,  or  if  this  Junior  Certificate  shall  be  duly  called  for
redemption, until the Redemption Date. This Junior Certificate shall be dated by
the Trustee as of the last preceding  Interest Payment Date to which interest on
the Certificate has been paid or made available for payment.  Prior to the first
Interest Payment Date after the Original Issue Date, such  Certificate  shall be
dated as of the  Original  Issue Date.  The  principal  of and  interest on this
Junior  Certificate  are payable in lawful money of the United States of America
at the principal corporate trust office of the Trustee. Interest hereon which is
payable,  and punctually paid or duly provided for, on any interest payment date
shall be paid by check drawn by the  Trustee  payable to the order of the person
in whose name this Junior  Certificate is registered at the close of business on
the Business Day as defined below immediately preceding such date. Such interest
shall be mailed to such person at the address shown on the Certificate



                                   Exhibit B-1

<PAGE>


Register  kept by the Trustee.  Payment of the principal of and interest on this
Junior  Certificate  shall be made in  lawful  money  of the  United  States  of
America.

          This  Junior   Certificate   is  one  of  several   Series  of  junior
certificates of participation  ("Junior  Certificates") issued under and equally
and ratably  secured and executed and  delivered by the Trustee or any successor
Trustee  under the Trust  Indenture.  Reference is made to the Trust  Indenture,
including all indentures  supplemental  thereto, for the provisions with respect
to the nature and extent of the security,  the rights, duties and obligations of
Bando  McGlocklin Small Business Lending  Corporation,  a Wisconsin  corporation
("BMSBLC"),  the  Trustee and the Owners of Junior  Certificates,  and the terms
upon which the Junior Certificates are issued and secured.

          The  Owner  of  this  Junior  Certificate  will be  entitled,  on each
Interest Payment Date, to all amounts in the  corresponding  IDRB Fund, less (i)
principal  and  interest   payable  to  Owners  of  the   corresponding   Senior
Certificates  of the  Series,  (ii) all  amounts  payable to the Bank and to the
Trustee  relating to the Series,  and (iii) the "odd lot"  principal  amount (if
any)  retained  by the  Trustee (as  described  in Section  5.02(g) of the Trust
Indenture),  which shall be payable only upon redemption of the last Outstanding
Senior  Certificate  of  the  Series.  The  rights  of  the  Owner  of a  Junior
Certificate  to any  payments  are junior and  subordinate  to the rights of the
Owners of Senior Certificates,  as set forth in the Indenture. The Owner of this
Junior  Certificate shall not be entitled to any benefit of the Letter of Credit
issued for the benefit of the Owners of the Senior Certificates of the Series.

          Mandatory  Redemption.  This Junior  Certificate  must be tendered for
redemption on the Redemption Date for the last Outstanding Senior Certificate of
the Series, as provided in the Trust Indenture.

          The  Junior  Certificate  Owner  shall  have no right to  enforce  the
provisions  of the  Trust  Indenture  or to  institute  action  to  enforce  the
covenants therein, or to take any action with respect to any default or Event of
Default under the Trust Indenture, or to institute, appear in or defend any suit
or other  proceedings  with  respect  thereto,  except as  provided in the Trust
Indenture.  In certain  events,  on the  conditions,  in the manner and with the
effect  set  forth  in  the  Trust  Indenture,   the  principal  of  all  Junior
Certificates  issued  thereunder  and  then  Outstanding  may  become  or may be
declared  due and payable  before the stated  maturity  thereof,  together  with
interest accrued  thereon.  Modifications or alterations of the Trust Indenture,
or of any indenture  supplemental thereto, may be made only to the extent and in
the circumstances permitted by the Trust Indenture.

          This  Junior  Certificate  is  transferable  by the Owner  hereof upon
surrender of this Junior  Certificate for transfer at the office of the Trustee,
duly  endorsed  or  accompanied  by a written  instrument  of  transfer  in form
satisfactory  to the Trustee and  executed by the Owner  hereof or his  attorney
duly authorized in writing.  Thereupon,  the Trustee shall deliver,  in exchange
for this Junior Certificate,  one or more new Junior Certificates in the name of
the transferee,  of an authorized  denomination,  in aggregate  unpaid principal
amount  equal  to  the  aggregate   unpaid   principal  amount  of  this  Junior
Certificate, of the same maturity, and having the same payment dates and bearing
interest at the same rate and on the same dates. The Junior Certificates may not
be registered to bearer.



                                   Exhibit B-2

<PAGE>


          IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions
and things required to exist, to happen and to be performed  precedent to and in
the  execution  and  delivery of the Trust  Indenture  and the  issuance of this
Junior  Certificate do exist, have happened and have been performed in due time,
form and  manner,  as  required  by law,  and that the  issuance  of this Junior
Certificate  and the  Series of which it forms a part,  together  with all other
obligations  of  BMSBLC,  does not  exceed  or  violate  any  constitutional  or
statutory limitation of indebtedness.

          IN WITNESS WHEREOF,  Firstar Bank,  National  Association,  Milwaukee,
Wisconsin,  as Trustee, has caused this Junior Certificate to be executed in its
name by the facsimile  signatures of its  authorized  officers and sealed with a
facsimile of its corporate seal.


                                        FIRSTAR BANK, NATIONAL ASSOCIATION,
                                          as Trustee


         [SEAL]                         By:
                                                 -------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------


                                           By:
                                                 -------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------



                                   Exhibit B-3

<PAGE>


                                   ASSIGNMENT


                                                      SOCIAL SECURITY OR FEDERAL
                                                      EMPLOYER IDENTIFICATION
                                                      NUMBER:


          FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto


--------------------------------------------------------------------------------
           (Please print or typewrite name and address of transferee)


the  within  Junior  Certificate  and all  rights  and  thereunder,  and  hereby
irrevocably constitutes and appoints


--------------------------------------------------------------------------------
            (Please print or typewrite name and address of attorney)


attorney-in-fact to transfer the within Junior Certificate on the books kept for
registration thereof, with full power of substitution in the premises.


Dated:
      -----------------------------


-----------------------------------          -----------------------------------
NOTICE:    Signature(s)   must   be          NOTICE:   The   signature  to  this
guaranteed  by a  commercial  bank,          assignment must correspond with the
broker,   dealer,    municipal   or          name as it appears upon the face of
government   securities  broker  or          the within  Junior  Certificate  in
dealer,   credit  union,   national          every      particular,      without
securities   exchange,   registered          alteration  or  enlargement  or any
securities  association,   clearing          change whatsoever.
agency or savings association.



                                   Exhibit B-4

<PAGE>


                                   Exhibit C-1
                                    EXHIBIT C

                     FORM OF NOTICE OF MANDATORY TENDER DATE


TO:  [Name and address of Senior Certificate Owner]


          In  accordance  with Section 2.01 of the Trust  Indenture  dated as of
March 1, 2000 (the "Trust  Indenture")  between Bando  McGlocklin Small Business
Lending Corporation, a Wisconsin corporation ("BMSBLC"), and the undersigned, as
Trustee (the  "Trustee"),  securing  $8,765,000  aggregate  principal  amount of
Industrial  Development  Revenue Bond Trust Weekly  Variable  Rate Demand Senior
Certificates  of  Participation,  Series  A,  B,  C,  D,  E,  F and  G  ("Senior
Certificates"), you are hereby notified that the Senior Certificates are subject
to Mandatory Tender by you at a price equal to the principal amount thereof plus
accrued  interest to the Mandatory  Tender Date (the "Tender Purchase Price") by
delivery of your Senior Certificates to the Tender Agent, Firstar Bank, National
Association,  1555 North  RiverCenter  Drive,  Suite 301,  Milwaukee,  Wisconsin
53212,  Attention:  Corporate  Trust Services,  prior to 10:00 a.m.,  Milwaukee,
Wisconsin time, on or before __________, 20___ with the transfer of registration
form printed on the Senior  Certificate  executed in blank.  No interest will be
payable to you on any Senior  Certificate from and after __________,  20___ (the
"Mandatory Tender Date"). Payment of the Tender Purchase Price may be delayed by
failure to deliver your Senior  Certificates  timely for mandatory tender to the
Trustee.


                                        FIRSTAR BANK, NATIONAL ASSOCIATION,
                                          as Trustee


                                        By:
                                                 -------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------


                                           By:
                                                 -------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------



                                   Exhibit C-1

<PAGE>


                                   Exhibit D-1
                                    EXHIBIT D

                              FORM OF TENDER NOTICE


To:  Firstar Bank, National Association
     1555 North RiverCenter Drive, #301
     Milwaukee, WI  53212
     Attn:  Corporate Trust Services

Re:  Industrial Development Revenue Bond Trust
     Weekly Variable Rate Demand Senior Certificates of Participation

          The  undersigned,  as the Beneficial  Owner of the Senior  Certificate
referenced herein,  hereby irrevocably elects the option granted the undersigned
pursuant  to  the  Trust  Indenture  (the  "Trust  Indenture")  relating  to the
above-referenced senior certificates of participation ("Senior Certificates") to
tender all or a portion of such Senior  Certificates  to Firstar Bank,  National
Association,  Milwaukee,  Wisconsin,  as Tender Agent.  In accordance  with such
option, the undersigned hereby states the following:

Series of Senior Certificates:  Series
                                       --------

Name of Beneficial Owner:
                         -------------------------------------------------------

Taxpayer Identification No.:
                            ----------------------------------------------------

DTC Participant which holds the Senior Certificate:
                                                   -----------------------------

Principal amount(s) of Senior Certificates (or portions
thereof, in integral multiples of $5,000) to be purchased:
                                                          ----------------------

The Purchase Date (which must be a Business Day,
at least seven days after the date of this notice):
                                                   -----------------------------

          In accordance  with such tender,  the undersigned  hereby  irrevocably
sells,  assigns and transfers such Senior  Certificate or portion thereof at the
purchase  price set forth in the Trust  Indenture,  and does hereby  irrevocably
constitute  and  appoint  the  Trustee  as  attorney  to  transfer  such  Senior
Certificate or portion  thereof on the books of the Trustee,  with full power of
substitution in the premises.

Dated:
      ------------------------              ------------------------------------
                                            Signature


                                            ------------------------------------
                                            Signature Guaranteed


Notice:  To exercise  the option  available  to the Owner  pursuant to the Trust
Indenture,  the Owner must  notify  the  Trustee of such  exercise  and  provide
evidence,  satisfactory  to the  Trustee of the  Beneficial  Owner's  beneficial
ownership interest in the Senior Certificate(s).



                                   Exhibit D-1

<PAGE>


                              SERIES SUPPLEMENT - A

CERTIFICATE INFORMATION

1.  Series Designation:  Series A

2.  Closing Date:  March 23, 2000

3.  Original Principal Amounts:

    (a)  Senior Certificates:  $400,000

    (b)  Junior Certificate:  $4,901.11

4.  Final Maturity Date:  June 1, 2004

5.  Senior Certificate Sinking Fund Schedule:


  Date       Amount            Date       Amount            Date       Amount
  ----       ------            ----       ------            ----       ------
04/01/00    $ 5,000          09/01/01    $10,000          02/01/03    $  5,000
05/01/00      5,000          10/01/01      5,000          03/01/03      10,000
06/01/00      5,000          11/01/01      5,000          04/01/03       5,000
07/01/00      5,000          12/01/01      5,000          05/01/03       5,000
08/01/00      5,000          01/01/02      5,000          06/01/03       5,000
09/01/00     10,000          02/01/02      5,000          07/01/03       5,000
10/01/00      5,000          03/01/02     10,000          08/01/03       5,000
11/01/00      5,000          04/01/02      5,000          09/01/03      10,000
12/01/00      5,000          05/01/02      5,000          10/01/03       5,000
01/01/01      5,000          06/01/02      5,000          11/01/03       5,000
02/01/01      5,000          07/01/02      5,000          12/01/03       5,000
03/01/01     10,000          08/01/02      5,000          01/01/04       5,000
04/01/01      5,000          09/01/02     10,000          02/01/04       5,000
05/01/01      5,000          10/01/02      5,000          03/01/04      10,000
06/01/01      5,000          11/01/02      5,000          04/01/04       5,000
07/01/01      5,000          12/01/02      5,000          05/01/04       5,000
08/01/01      5,000          01/01/03      5,000          06/01/04     110,000


IDRB INFORMATION

1.  Issuer:                      Village of Grafton, Wisconsin

2.  Trustee:                     Firstar Bank, National Association

3.  Paying Agent:                Bando McGlocklin Small Business Lending
                                   Corporation



                                   Series A-1

<PAGE>


4. Name of IDRB:                 Village of Grafton, Wisconsin, Industrial
                                   Development Revenue Bonds, Series 1996
                                  (Calibre, Inc. Project)

5.  Original Issue Date:         May 3, 1996

6.  Original Principal
      Amount:                    $499,715

7.  Borrower:                    Calibre, Inc., a Wisconsin corporation

8.  Collateral:                  Mortgage and Assignment of Leases and Rents
                                   (2 parcels)

9.  Interest Rate(s):            Variable, 30-day LIBOR plus 1.50% per annum


10. Principal Amount
      Outstanding as
      of March 23, 2000:         $404,901.11

11. Final Maturity Date:         June 1, 2004

12. Amortization of Balance:     51 monthly installments, with a balloon payment
                                   of $107,061.11 at maturity

13. Prepayment Provisions:

         (a)  Optional:  The Bonds are  subject to  optional  redemption  by the
Issuer  (at the  election  of the  Borrower),  in whole or in part (in  integral
multiples of $5,000,  at par, at any time, at the principal amount of such Bonds
to be redeemed plus accrued interest  thereon to the date of redemption,  at the
times set forth below, together with premiums equal to the following percentages
of the principal amount being redeemed:

                       Period                                  Premium
                       ------                                  -------

    From January 1, 2000 through December 31, 2000              2%
    From January 1, 2001 through December 31, 2001              1%
    January 1, 2002 and thereafter                              None

         It is a condition of any optional redemption pursuant to the above that
the Borrower shall have  deposited the  redemption  price in Eligible Funds into
the Bond Fund.

         (b) Certain  Extraordinary Events: The Bonds are subject to redemption,
at par  plus  accrued  interest  to the  Redemption  Date at the  option  of the
Borrower,  or the Bondowners by Requisite Consent if the Project shall have been
damaged or destroyed;  title to or the temporary use of all or substantially all
of the Project  shall have been taken under the exercise of the power of



                                   Series A-2
<PAGE>


eminent domain by any governmental  issuer; any court or administrative  body of
competent  jurisdiction  shall enter a judgment,  order or decree  requiring the
Borrower to cease all or any substantial  part of its operations at the Project;
as a result of any changes in the  Constitution of Wisconsin or the Constitution
of the United  States of  America or of  legislative  or  administrative  action
(whether state or federal) or by final decree, judgment or order of any court or
administrative  body (whether state or federal),  the Bond Agreement  shall have
become void or unenforceable or impossible of performance in accordance with the
intent and purposes of the parties as expressed herein, or unreasonable  burdens
or excessive  liabilities shall have been imposed on the Issuer or the Borrower;
or it shall  subsequently be discovered that the Borrower's title to the Project
shall be materially defective,  and the Borrower's title to the Project shall be
lost by reason of such defect.

14. Determination  of  Taxability:  The Bonds  shall bear  interest on the first
    Payment Date after the occurrence of a Determination of Taxability, computed
    at the rate set forth in this  Section  (the  "Taxable  Rate") (on a 360-day
    year, actual days elapsed basis) on the outstanding  principal amount of the
    Bonds  (as  reduced  from  time to  time)  from  the  date of the  Event  of
    Taxability,  less any interest  already paid,  from the date of the Event of
    Taxability  to such Payment Date.  Thereafter,  the Bonds shall bear Taxable
    Interest.

         Taxable  Interest  payable on the Bonds for  purposes  of this  Section
shall be at a floating  rate equal to the Prime Rate plus 1.0%,  adjusted on the
first day of each month.  The Borrower shall also pay to the Bondowners (and any
former  Bondowners  holding  Bonds during any period  subsequent  to an Event of
Taxability) as additional  interest,  the amount of penalties,  additions to tax
(exclusive of any taxes  imposed under Section 11 or any successor  provision of
the Code) or interest assessed against the Bondowners (and former Bondowners) on
account of a Determination of Taxability.



                                   Series A-3
<PAGE>


                              SERIES SUPPLEMENT - B

CERTIFICATE INFORMATION

1.  Series Designation:  Series B

2.  Closing Date:  March 23, 2000

3.  Original Principal Amounts:

    (a)  Senior Certificates:  $1,595,000

    (b)  Junior Certificate:  $4,825.17

4.  Final Maturity Date:  May 1, 2011

5.  Senior Certificate Sinking Fund Schedule:


  Date       Amount            Date       Amount             Date      Amount
  ----       ------            ----       ------             ----      ------
05/01/05    $10,000          05/01/07    $20,000          05/01/09    $25,000
06/01/05     20,000          06/01/07     20,000          06/01/09     25,000
07/01/05     15,000          07/01/07     20,000          07/01/09     25,000
08/01/05     20,000          08/01/07     20,000          08/01/09     20,000
09/01/05     15,000          09/01/07     25,000          09/01/09     25,000
10/01/05     20,000          10/01/07     20,000          10/01/09     25,000
11/01/05     20,000          11/01/07     20,000          11/01/09     25,000
12/01/05     15,000          12/01/07     20,000          12/01/09     25,000
01/01/06     20,000          01/01/08     25,000          01/01/10     25,000
02/01/06     20,000          02/01/08     20,000          02/01/10     25,000
03/01/06     20,000          03/01/08     20,000          03/01/10     25,000
04/01/06     15,000          04/01/08     25,000          04/01/10     25,000
05/01/06     20,000          05/01/08     20,000          05/01/10     25,000
06/01/06     20,000          06/01/08     25,000          06/01/10     25,000
07/01/06     20,000          07/01/08     20,000          07/01/10     25,000
08/01/06     20,000          08/01/08     20,000          08/01/10     25,000
09/01/06     15,000          09/01/08     25,000          09/01/10     25,000
10/01/06     20,000          10/01/08     20,000          10/01/10     25,000
11/01/06     20,000          11/01/08     25,000          11/01/10     25,000
12/01/06     20,000          12/01/08     20,000          12/01/10     25,000
01/01/07     20,000          01/01/09     25,000          01/01/11     25,000
02/01/07     20,000          02/01/09     25,000          02/01/11     25,000
03/01/07     20,000          03/01/09     20,000          03/01/11     25,000
04/01/07     25,000          04/01/09     25,000          04/01/11     25,000
                                                          05/01/11     25,000



                                   Series B-1

<PAGE>


IDRB INFORMATION

1.  Issuer:                      City of Mequon, Wisconsin

2.  Trustee:                     Firstar Bank, National Association

3.  Paying Agent:                Bando McGlocklin Small Business Lending
                                   Corporation

4.  Name of IDRB:                City of Mequon, Wisconsin, Industrial
                                   Development Revenue Bonds, Series 1996
                                   (SPI Lighting, Inc. Project)

5.  Original Issue Date:         May 17, 1996

6.  Original Principal Amount:   $1,600,000

7.  Borrower:                    SPI Lighting, Inc., a Wisconsin corporation

8.  Collateral:                  Mortgage, Security Agreement and Assignment of
                                   Leases and Rents; Unlimited Guarantee of
                                   Realized Losses

9.  Interest Rate(s):            Variable, 30-day LIBOR plus 1.75% per annum

10. Principal Amount
    Outstanding as of
    March 23, 2000:              $1,599,825.17

11. Final Maturity Date:         May 1, 2011

12. Amortization of Balance:     73 monthly installments commencing May 1, 2005

13. Prepayment Provisions:

         (a)  Optional:  The Bonds are  subject to  optional  redemption  by the
Issuer  (at the  election  of the  Borrower),  in whole or in part (in  integral
multiples  of $5,000,  at par, at any time after May 1, 1997,  at the  principal
amount of such Bonds to be redeemed plus accrued interest thereon to the date of
redemption.

         It is a condition of any optional redemption pursuant to the above that
the Borrower shall have  deposited the  redemption  price in Eligible Funds into
the Bond Fund.

         Any  prepayments of principal  shall be applied in inverse order of the
amortization  schedules  and pro rata with  respect to the Bonds.  The Bonds are
subject to  redemption  prior to  maturity  upon  receipt by the  Trustee of the
written  request  from the  Borrower  stating that it intends to prepay the loan
upon  notice,  provided  by the  Trustee  not  less  than 30 days  prior  to the



                                   Series B-2

<PAGE>


redemption date, and thereby effect  redemption of the Bonds being redeemed,  at
the redemption  prices set forth above,  plus accrued interest to the redemption
date.

         (b) Certain  Extraordinary Events: The Bonds are subject to redemption,
at par  plus  accrued  interest  to the  Redemption  Date at the  option  of the
Borrower,  or the Bondowners by Requisite Consent if the Project shall have been
damaged or destroyed;  title to or the temporary use of all or substantially all
of the Project  shall have been taken under the exercise of the power of eminent
domain by any governmental issuer; any court or administrative body of competent
jurisdiction  shall enter a judgment,  order or decree requiring the Borrower to
cease all or any substantial part of its operations at the Project;  as a result
of any changes in the  Constitution  of  Wisconsin  or the  Constitution  of the
United States of America or of legislative  or  administrative  action  (whether
state  or  federal)  or by final  decree,  judgment  or  order  of any  court or
administrative  body (whether state or federal),  the Bond Agreement  shall have
become void or unenforceable or impossible of performance in accordance with the
intent and purposes of the parties as expressed herein, or unreasonable  burdens
or excessive  liabilities shall have been imposed on the Issuer or the Borrower;
or it shall  subsequently be discovered that the Borrower's title to the Project
shall be materially defective,  and the Borrower's title to the Project shall be
lost by reason of such defect.

14. Determination  of  Taxability:  The Bonds  shall bear  interest on the first
    Payment Date after the occurrence of a Determination of Taxability, computed
    at the rate set forth in this  Section  (the  "Taxable  Rate") (on a 360-day
    year, actual days elapsed basis) on the outstanding  principal amount of the
    Bonds  (as  reduced  from  time to  time)  from  the  date of the  Event  of
    Taxability,  less any interest  already paid,  from the date of the Event of
    Taxability  to such Payment Date.  Thereafter,  the Bonds shall bear Taxable
    Interest.

         Taxable  Interest  payable on the Bonds for  purposes  of this  Section
shall be at a floating  rate equal to the Prime Rate plus 1.0%,  adjusted on the
first day of each month.  The Borrower shall also pay to the Bondowners (and any
former  Bondowners  holding  Bonds during any period  subsequent  to an Event of
Taxability) as additional  interest,  the amount of penalties,  additions to tax
(exclusive of any taxes  imposed under Section 11 or any successor  provision of
the Code) or interest assessed against the Bondowners (and former Bondowners) on
account of a Determination of Taxability.



                                   Series B-3

<PAGE>


                              SERIES SUPPLEMENT - C

CERTIFICATE INFORMATION

1.  Series Designation:  Series C

2.  Closing Date:  March 23, 2000

3.  Original Principal Amounts:

    (a)  Senior Certificates:  $470,000

    (b)  Junior Certificate:  $1,801.80

4.  Final Maturity Date:  January 1, 2004

5.  Senior Certificate Sinking Fund Schedule:


   Date      Amount             Date      Amount             Date      Amount
   ----      ------             ----      ------             ----      ------
04/01/00    $ 5,000          08/01/01    $10,000          12/01/02    $10,000
05/01/00     10,000          09/01/01     10,000          01/01/03      5,000
06/01/00     10,000          10/01/01      5,000          02/01/03     10,000
07/01/00      5,000          11/01/01     10,000          03/01/03     10,000
08/01/00     10,000          12/01/01     10,000          04/01/03     10,000
09/01/00     10,000          01/01/02     10,000          05/01/03     10,000
10/01/00      5,000          02/01/02     10,000          06/01/03      5,000
11/01/00     10,000          03/01/02      5,000          07/01/03     10,000
12/01/00     10,000          04/01/02     10,000          08/01/03     10,000
01/01/01      5,000          05/01/02     10,000          09/01/03     10,000
02/01/01     10,000          06/01/02     10,000          10/01/03     10,000
03/01/01     10,000          07/01/02     10,000          11/01/03      5,000
04/01/01     10,000          08/01/02      5,000          12/01/03     10,000
05/01/01      5,000          09/01/02     10,000          01/01/04     75,000
06/01/01     10,000          10/01/02     10,000
07/01/01     10,000          11/01/02     10,000



IDRB INFORMATION

1.  Issuer:                      City of Waukesha, Wisconsin

2.  Trustee:                     Firstar Bank, National Association

3.  Paying Agent:                Bando McGlocklin Small Business Lending
                                   Corporation

4.  Name of IDRB:                City of Waukesha, Wisconsin, Industrial
                                   Development Revenue Bonds, Series 1996
                                   (Hydro-Thermal Corporation Project)



                                   Series C-1

<PAGE>

5.  Original Issue Date:         November 27, 1996

6.  Original Principal
      Amount:                    $792,431

7.  Borrower:                    Hydro-Thermal Corporation, a Wisconsin
                                   corporation

8.  Collateral:                  Security Agreement

9.  Interest Rate:               Prime Rate minus 1/2%, adjusted monthly as
                                   Prime Rate changes

10. Principal Amount
      Outstanding as of
      March 23, 2000:            $471,801.80

11. Final Maturity Date:         January 1, 2004

12. Amortization of Balance:     46 monthly installments, with a balloon paymen
                                   of $64,051.80 at maturity

13. Prepayment Provisions:

         (a) Optional:  On and after  January 1, 1997,  the Bonds are subject to
redemption  by the  Issuer (at the  election  of the  Borrower)  prior to stated
maturity, in whole or in part, in integral multiples of $1,000, at any time. The
redemption price for any such redemption shall be the amount determined from the
table below  (expressed as a percentage of the principal  amount of the Bonds or
portions thereof so redeemed), plus accrued interest to the redemption date:

         For any  Payment  Date on or after  January  1,  1997 for the  Bonds as
follows:

              Redemption Period                           Redemption
              (Dates Inclusive)                             Prices
              -----------------                           ----------

    January 1, 1997 through December 31, 2000                103%
    January 1, 2001 and thereafter                           101%

         On and after  January 1, 2000,  the  redemption  price set forth  above
shall apply only in the event that the Bonds are prepaid  through a refinancing.
In the event that the Borrower  elects to prepay the Bonds in full after January
1, 2000, there shall be no prepayment penalty or redemption premium.

         It is a condition of any optional  redemption  pursuant to Section 2.05
that the Borrower shall have  deposited the  redemption  price in Eligible Funds
into the Bond Fund.



                                   Series C-2
<PAGE>


         Any  prepayments of principal  shall be applied in inverse order of the
amortization  schedules  and pro rata with  respect to the Bonds.  The Bonds are
subject to  redemption  prior to  maturity  upon  receipt by the  Trustee of the
written  request  from the  Borrower  stating that it intends to prepay the loan
upon  notice,  provided  by the  Trustee  not  less  than 30 days  prior  to the
redemption date, and thereby effect  redemption of the Bonds being redeemed,  at
the redemption  prices set forth above,  plus accrued interest to the redemption
date.

         (b) Certain  Extraordinary Events: The Bonds are subject to redemption,
at par  plus  accrued  interest  to the  Redemption  Date at the  option  of the
Borrower if the Project  shall have been damaged or  destroyed;  title to or the
temporary use of all or  substantially  all of the Project shall have been taken
under the exercise of the power of eminent  domain by any  governmental  issuer;
any  court  or  administrative  body of  competent  jurisdiction  shall  enter a
judgment, order or decree requiring the Borrower to cease all or any substantial
part of its  operations  at the  Project;  as a  result  of any  changes  in the
Constitution of Wisconsin or the Constitution of the United States of America or
of legislative or  administrative  action (whether state or federal) or by final
decree,  judgment or order of any court or administrative body (whether state or
federal),  the  Bond  Agreement  shall  have  become  void or  unenforceable  or
impossible  of  performance  in  accordance  with the intent and purposes of the
parties as expressed  herein, or unreasonable  burdens or excessive  liabilities
shall have been imposed on the Issuer or the Borrower;  or it shall subsequently
be  discovered  that the  Borrower's  title to the Project  shall be  materially
defective,  and the  Borrower's  title to the Project shall be lost by reason of
such defect.

14. Determination  of  Taxability:  The Bonds  shall bear  interest on the first
    Payment Date after the occurrence of a Determination of Taxability, computed
    at the rate set forth in this  Section  (the  "Taxable  Rate") (on a 360-day
    year, actual days elapsed basis) on the outstanding  principal amount of the
    Bonds  (as  reduced  from  time to  time)  from  the  date of the  Event  of
    Taxability,  less any interest  already paid,  from the date of the Event of
    Taxability  to such Payment Date.  Thereafter,  the Bonds shall bear Taxable
    Interest.

         Taxable  Interest  payable on the Bonds for  purposes  of this  Section
shall be at the Prime Rate. The Borrower  shall also pay to the Bondowners  (and
any former Bondowners  holding Bonds during any period subsequent to an Event of
Taxability) as additional  interest,  the amount of penalties,  additions to tax
(exclusive of any taxes  imposed under Section 11 or any successor  provision of
the Code) or interest assessed against the Bondowners (and former Bondowners) on
account of a Determination of Taxability.



                                   Series C-3
<PAGE>


                              SERIES SUPPLEMENT - D


CERTIFICATE INFORMATION

1.  Series Designation:  Series D

2.  Closing Date:  March 23, 2000

3.  Original Principal Amounts:

    (a)  Senior Certificates:  $955,000

    (b)  Junior Certificate:  $310.21

4.  Final Maturity Date:  July 1, 2014

5.  Senior Certificate Sinking Fund Schedule:


   Date      Amount             Date      Amount             Date      Amount
   ----      ------             ----      ------             ----      ------
04/01/00    $     0          07/01/02     $5,000          10/01/04     $5,000
05/01/00      5,000          08/01/02      5,000          11/01/04          0
06/01/00          0          09/01/02      5,000          12/01/04      5,000
07/01/00      5,000          10/01/02          0          01/01/05      5,000
08/01/00      5,000          11/01/02      5,000          02/01/05      5,000
09/01/00          0          12/01/02      5,000          03/01/05      5,000
10/01/00      5,000          01/01/03      5,000          04/01/05      5,000
11/01/00          0          02/01/03          0          05/01/05      5,000
12/01/00      5,000          03/01/03      5,000          06/01/05      5,000
01/01/01      5,000          04/01/03      5,000          07/01/05      5,000
02/01/01          0          05/01/03      5,000          08/01/05      5,000
03/01/01      5,000          06/01/03          0          09/01/05      5,000
04/01/01      5,000          07/01/03      5,000          10/01/05      5,000
05/01/01          0          08/01/03      5,000          11/01/05          0
06/01/01      5,000          09/01/03      5,000          12/01/05      5,000
07/01/01      5,000          10/01/03      5,000          01/01/06      5,000
08/01/01          0          11/01/03          0          02/01/06      5,000
09/01/01      5,000          12/01/03      5,000          03/01/06      5,000
10/01/01      5,000          01/01/04      5,000          04/01/06      5,000
11/01/01          0          02/01/04      5,000          05/01/06      5,000
12/01/01      5,000          03/01/04      5,000          06/01/06      5,000
01/01/02      5,000          04/01/04      5,000          07/01/06      5,000
02/01/02      5,000          05/01/04          0          08/01/06      5,000
03/01/02          0          06/01/04      5,000          09/01/06      5,000
04/01/02      5,000          07/01/04      5,000          10/01/06      5,000
05/01/02      5,000          08/01/04      5,000          11/01/06      5,000
06/01/02          0          09/01/04      5,000          12/01/06      5,000



                                   Series D-1
<PAGE>


   Date      Amount             Date      Amount             Date      Amount
   ----      ------             ----      ------             ----      ------
01/01/07    $ 5,000          07/01/09    $10,000          01/01/12    $10,000
02/01/07      5,000          08/01/09      5,000          02/01/12      5,000
03/01/07      5,000          09/01/09      5,000          03/01/12     10,000
04/01/07      5,000          10/01/09      5,000          04/01/12     10,000
05/01/07      5,000          11/01/09     10,000          05/01/12      5,000
06/01/07     10,000          12/01/09      5,000          06/01/12     10,000
07/01/07      5,000          01/01/10      5,000          07/01/12      5,000
08/01/07      5,000          02/01/10      5,000          08/01/12     10,000
09/01/07      5,000          03/01/10     10,000          09/01/12      5,000
10/01/07      5,000          04/01/10      5,000          10/01/12     10,000
11/01/07      5,000          05/01/10      5,000          11/01/12      5,000
12/01/07      5,000          06/01/10     10,000          12/01/12     10,000
01/01/08      5,000          07/01/10      5,000          01/01/13     10,000
02/01/08      5,000          08/01/10      5,000          02/01/13      5,000
03/01/08      5,000          09/01/10     10,000          03/01/13     10,000
04/01/08     10,000          10/01/10      5,000          04/01/13     10,000
05/01/08      5,000          11/01/10     10,000          05/01/13     10,000
06/01/08      5,000          12/01/10      5,000          06/01/13      5,000
07/01/08      5,000          01/01/11      5,000          07/01/13     10,000
08/01/08      5,000          02/01/11     10,000          08/01/13     10,000
09/01/08      5,000          03/01/11      5,000          09/01/13      5,000
10/01/08      5,000          04/01/11     10,000          10/01/13     10,000
11/01/08     10,000          05/01/11      5,000          11/01/13     10,000
12/01/08      5,000          06/01/11     10,000          12/01/13      5,000
01/01/09      5,000          07/01/11      5,000          01/01/14     10,000
02/01/09      5,000          08/01/11      5,000          02/01/14     10,000
03/01/09     10,000          09/01/11     10,000          03/01/14     10,000
04/01/09      5,000          10/01/11      5,000          04/01/14     10,000
05/01/09      5,000          11/01/11     10,000          05/01/14     10,000
06/01/09      5,000          12/01/11      5,000          06/01/14      5,000
                                                          07/01/14     10,000


IDRB INFORMATION

1.  Issuer:                      Village of Menomonee Falls, Wisconsin

2.  Trustee:                     Firstar Bank, National Association

3.  Paying Agent:                Bando McGlocklin Small Business Lending
                                   Corporation

4.  Name of IDRB:                Village of Menomonee Falls, Wisconsin,
                                   Industrial Development Revenue Bonds, Series
                                   1996 (Becker Machine Co., Inc. Project)

5.  Original Issue Date:         November 26, 1996



                                   Series D-2
<PAGE>


6.  Original Principal
      Amount:                    $1,150,000

7.  Borrower:                    Becker Machine Co., Inc., a Wisconsin
                                   corporation

8.  Collateral:                  Mortgage and Assignment of Leases and Rents

9.  Interest Rate(s):            Variable, Prime Rate minus 1/2%, adjusted
                                   monthly as Prime Rate changes

10. Principal Amount
      Outstanding as
      of March 23, 2000:         $955,310.21

11. Final Maturity Date:         January 1, 2015

12. Amortization of Balance:     172 monthly installments

13. Prepayment Provisions:

         (a) Optional: The Bonds are subject to redemption by the Issuer (at the
election of the  Borrower)  prior to stated  maturity,  in whole or in part,  in
integral multiples of $1,000, at any time, at the principal amount of such Bonds
to be redeemed plus accrued interest  thereon to the date of redemption,  at the
times set forth below, together with premiums equal to the following percentages
of the principal amount being redeemed:

            Redemption Period                             Redemption
            (Dates Inclusive)                               Prices
            -----------------                             ----------

    January 1, 1997 through December 31, 2002                103%
    January 1, 2003 and thereafter                           101%

         On and after  January 1, 2003,  the  redemption  price set forth  above
shall apply only in the event that the Bonds are prepaid  through a refinancing.
In the event that the Borrower  elects to prepay the Bonds in full after January
1, 2003, there shall be no prepayment penalty or redemption premium.

         It is a condition of any optional  redemption  pursuant to Section 2.05
that the Borrower shall have  deposited the  redemption  price in Eligible Funds
into the Bond Fund.

         Any  prepayments of principal  shall be applied in inverse order of the
amortization  schedules  and pro rata with  respect to the Bonds.  The Bonds are
subject to  redemption  prior to  maturity  upon  receipt by the  Trustee of the
written  request  from the  Borrower  stating that it intends to prepay the loan
upon  notice,  provided  by the  Trustee  not  less  than 30 days  prior  to the



                                   Series D-3

<PAGE>


redemption date, and thereby effect  redemption of the Bonds being redeemed,  at
the redemption  prices set forth above,  plus accrued interest to the redemption
date.

         (b) Certain  Extraordinary Events: The Bonds are subject to redemption,
at par  plus  accrued  interest  to the  Redemption  Date at the  option  of the
Borrower if the Project  shall have been damaged or  destroyed;  title to or the
temporary  use of all or  substantially  all of if the  Project  shall have been
taken  under the  exercise  of the power of eminent  domain by any  Governmental
Authority  or  the  Issuer;  any  court  or  administrative  body  of  competent
jurisdiction  shall enter a judgment,  order or decree requiring the Borrower to
cease all or any substantial part of its operations at the Project;  as a result
of any changes in the  Constitution  of  Wisconsin  or the  Constitution  of the
United States of America or of legislative  or  administrative  action  (whether
state  or  federal)  or by final  decree,  judgment  or  order  of any  court or
administrative  body (whether state or federal),  the Bond Agreement  shall have
become void or unenforceable or impossible of performance in accordance with the
intent and purposes of the parties as expressed herein, or unreasonable  burdens
or excessive  liabilities  shall have been imposed on the Issuer or the Borrower
including  without  limitation  federal,  state or other ad  valorem,  property,
income  or  other  taxes  not  being  imposed  on the date  hereof;  or it shall
subsequently be discovered that the Borrower's  title to if the Project shall be
materially  defective,  and the Borrower's title to if the Project shall be lost
by reason of such defect.

14. Determination  of  Taxability:  The Bonds  shall bear  interest on the first
    Payment Date after the occurrence of a Determination of Taxability, computed
    at the rate set forth in this  Section  (the  "Taxable  Rate") (on a 360-day
    year, actual days elapsed basis) on the outstanding  principal amount of the
    Bonds  (as  reduced  from  time to  time)  from  the  date of the  Event  of
    Taxability,  less any interest  already paid,  from the date of the Event of
    Taxability  to such Payment Date.  Thereafter,  the Bonds shall bear Taxable
    Interest.

         Taxable  Interest  payable on the Bonds for  purposes  of this  Section
shall be at the Prime Rate. The Borrower  shall also pay to the Bondowners  (and
any former Bondowners  holding Bonds during any period subsequent to an Event of
Taxability) as additional  interest,  the amount of penalties,  additions to tax
(exclusive of any taxes  imposed under Section 11 or any successor  provision of
the Code) or interest assessed against the Bondowners (and former Bondowners) on
account of a Determination of Taxability.



                                   Series D-4
<PAGE>




                                   Series E-1
                              SERIES SUPPLEMENT - E


CERTIFICATE INFORMATION

1.  Series Designation:  Series E

2.  Closing Date:  March 23, 2000

3.  Original Principal Amounts:

    (a)  Senior Certificates:  $1,850,000

    (b)  Junior Certificate:  $3,750

4.  Final Maturity Date:  December 1, 2012

5.  Senior Certificate Sinking Fund Schedule:


   Date       Amount            Date       Amount            Date       Amount
   ----       ------            ----       ------            ----       ------
04/01/00    $  5,000         07/01/02    $ 10,000         10/01/04    $ 10,000
05/01/00      10,000         08/01/02       5,000         11/01/04      10,000
06/01/00       5,000         09/01/02      10,000         12/01/04       5,000
07/01/00      10,000         10/01/02      10,000         01/01/05      15,000
08/01/00       5,000         11/01/02       5,000         02/01/05      10,000
09/01/00      10,000         12/01/02      10,000         03/01/05      10,000
10/01/00       5,000         01/01/03      10,000         04/01/05      10,000
11/01/00      10,000         02/01/03      10,000         05/01/05      10,000
12/01/00       5,000         03/01/03       5,000         06/01/05      10,000
01/01/01      10,000         04/01/03      10,000         07/01/05      10,000
02/01/01      10,000         05/01/03      10,000         08/01/05      10,000
03/01/01       5,000         06/01/03      10,000         09/01/05      10,000
04/01/01      10,000         07/01/03      10,000         10/01/05      10,000
05/01/01       5,000         08/01/03       5,000         11/01/05      10,000
06/01/01      10,000         09/01/03      10,000         12/01/05      10,000
07/01/01      10,000         10/01/03      10,000         01/01/06      10,000
08/01/01       5,000         11/01/03      10,000         02/01/06      10,000
09/01/01      10,000         12/01/03      10,000         03/01/06      15,000
10/01/01       5,000         01/01/04      10,000         04/01/06      10,000
11/01/01      10,000         02/01/04       5,000         05/01/06      10,000
12/01/01      10,000         03/01/04      10,000         06/01/06      10,000
01/01/02       5,000         04/01/04      10,000         07/01/06      10,000
02/01/02      10,000         05/01/04      10,000         08/01/06      10,000
03/01/02      10,000         06/01/04      10,000         09/01/06      10,000
04/01/02       5,000         07/01/04      10,000         10/01/06      15,000
05/01/02      10,000         08/01/04      10,000         11/01/06      10,000
06/01/02      10,000         09/01/04      10,000         12/01/06      10,000



                                   Series E-1

<PAGE>


   Date       Amount            Date       Amount            Date       Amount
   ----       ------            ----       ------            ----       ------
01/01/07    $ 10,000         01/01/09    $ 10,000         01/01/11    $ 15,000
02/01/07      10,000         02/01/09      15,000         02/01/11      15,000
03/01/07      15,000         03/01/09      15,000         03/01/11      15,000
04/01/07      10,000         04/01/09      10,000         04/01/11      15,000
05/01/07      10,000         05/01/09      15,000         05/01/11      15,000
06/01/07      15,000         06/01/09      10,000         06/01/11      15,000
07/01/07      10,000         07/01/09      15,000         07/01/11      15,000
08/01/07      10,000         08/01/09      15,000         08/01/11      15,000
09/01/07      15,000         09/01/09      10,000         09/01/11      15,000
10/01/07      10,000         10/01/09      15,000         10/01/11      15,000
11/01/07      10,000         11/01/09      10,000         11/01/11      15,000
12/01/07      10,000         12/01/09      15,000         12/01/11      15,000
01/01/08      15,000         01/01/10      15,000         01/01/12      15,000
02/01/08      10,000         02/01/10      15,000         02/01/12      15,000
03/01/08      15,000         03/01/10      10,000         03/01/12      15,000
04/01/08      10,000         04/01/10      15,000         04/01/12      15,000
05/01/08      15,000         05/01/10      15,000         05/01/12      20,000
06/01/08      10,000         06/01/10      15,000         06/01/12      15,000
07/01/08      15,000         07/01/10      15,000         07/01/12      15,000
08/01/08      10,000         08/01/10      10,000         08/01/12      15,000
09/01/08      15,000         09/01/10      15,000         09/01/12      15,000
10/01/08      10,000         10/01/10      15,000         10/01/12      20,000
11/01/08      10,000         11/01/10      15,000         11/01/12      15,000
12/01/08      15,000         12/01/10      15,000         12/01/12     145,000


IDRB INFORMATION

1.  Issuer:                      Village of Johnson Creek, Wisconsin

2.  Trustee:                     Firstar Bank, National Association

3.  Paying Agent:                Bando McGlocklin Small Business Lending
                                   Corporation

4.  Name of IDRB:                Village of Johnson Creek, Wisconsin, Industrial
                                   Development Revenue Bonds, Series
                                   1995 (Saelens Corporation Project)

5.  Original Issue Date:         November 21, 1995

6.  Original Principal
      Amount:                    $2,120,000

7.  Borrower:                    Saelens Corporation, a Wisconsin corporation

8.  Collateral:                  Mortgage and Assignment of Leases and Rents;
                                   Unlimited Personal Guaranty



                                   Series E-2
<PAGE>


9.  Interest Rate(s):            Variable, 30-day LIBOR plus 1.375% per annum

10. Principal Amount
      Outstanding as
      of March 23, 2000:         $1,853,750

11. Final Maturity Date:         December 1, 2012

12. Amortization of Balance:     155 monthly installments, with a balloon
                                   payment of $131,000 at maturity

13. Prepayment Provisions:

         (a)  Optional:  The Bonds are  subject to  optional  redemption  by the
Issuer  (at the  election  of the  Borrower),  in whole or in part (in  integral
multiples of $5,000,  at par, at any time at the principal  amount of such Bonds
to be  redeemed,  plus  accrued  interest  thereon  to the  date of  redemption,
together  with  premiums  equal to the  following  percentages  of the principal
amount being redeemed:

                      Period                              Premium

    From December 1, 1999 through November 30, 2000        3.0%
    From December 1, 2000 through November 30, 2001        2.5%
    From December 1, 2001 through November 30, 2002        2.0%
    From December 1, 2002 through November 30, 2003        1.5%
    From December 1, 2003 through November 30, 2004        1.0%
    From December 1, 2005 through November 30, 2005        0.5%
    From December 1, 2006 and thereafter                   None

         It is a condition of any optional redemption pursuant to the above that
the Borrower shall have  deposited the  redemption  price in Eligible Funds into
the Bond Fund.

         Any  prepayments of principal  shall be applied in inverse order of the
amortization  schedules  and pro rata with  respect to the Bonds.  The Bonds are
subject to  redemption  prior to  maturity  upon  receipt by the  Trustee of the
written  request  from the  Borrower  stating that it intends to prepay the loan
upon  notice,  provided  by the  Trustee  not  less  than 30 days  prior  to the
redemption date, and thereby effect  redemption of the Bonds being redeemed,  at
the redemption  prices set forth above,  plus accrued interest to the redemption
date.

         (b) Certain  Extraordinary Events: The Bonds are subject to redemption,
at par  plus  accrued  interest  to the  Redemption  Date at the  option  of the
Borrower,  or the Bondowners by Requisite Consent if the Project shall have been
damaged or destroyed;  title to or the temporary use of all or substantially all
of if the  Project  shall have been  taken  under the  exercise  of the power of
eminent domain by any governmental  issuer; any court or administrative  body of
competent  jurisdiction  shall enter a judgment,  order or decree  requiring the
Borrower to cease all or any



                                   Series E-3

<PAGE>


substantial part of its operations at the Project; as a result of any changes in
the  Constitution  of  Wisconsin  or the  Constitution  of the United  States of
America or of legislative or administrative action (whether state or federal) or
by final decree,  judgment or order of any court or administrative body (whether
state or federal), the Bond Agreement shall have become void or unenforceable or
impossible  of  performance  in  accordance  with the intent and purposes of the
parties as expressed  herein, or unreasonable  burdens or excessive  liabilities
shall have been imposed on the Issuer or the Borrower;  or it shall subsequently
be discovered  that the  Borrower's  title to if the Project shall be materially
defective, and the Borrower's title to if the Project shall be lost by reason of
such defect.

14. Determination  of  Taxability:  The Bonds  shall bear  interest on the first
    Payment Date after the occurrence of a Determination of Taxability, computed
    at the rate set forth in this  Section  (the  "Taxable  Rate") (on a 360-day
    year, actual days elapsed basis) on the outstanding  principal amount of the
    Bonds  (as  reduced  from  time to  time)  from  the  date of the  Event  of
    Taxability,  less any interest  already paid,  from the date of the Event of
    Taxability  to such Payment Date.  Thereafter,  the Bonds shall bear Taxable
    Interest.

         Taxable  Interest  payable on the Bonds for  purposes  of this  Section
shall be at a floating  rate equal to the Prime Rate plus .50%,  adjusted on the
first day of each month, plus 2.0% per annum. The Borrower shall also pay to the
Bondowners (and any former Bondowners holding Bonds during any period subsequent
to an Event of  Taxability)  as  additional  interest,  the amount of penalties,
additions  to tax  (exclusive  of any  taxes  imposed  under  Section  11 or any
successor  provision of the Code) or interest  assessed  against the  Bondowners
(and former Bondowners) on account of a Determination of Taxability.



                                   Series E-4

<PAGE>


                              SERIES SUPPLEMENT - F

CERTIFICATE INFORMATION

1.  Series Designation:  Series F

2.  Closing Date:  March 23, 2000

3.  Original Principal Amounts:

    (a)  Senior Certificates:  $1,930,000

    (b)  Junior Certificate:  $2,846.23

4.  Final Maturity Date:  January 1, 2015

5.  Senior Certificate Sinking Fund Schedule:


   Date       Amount            Date       Amount            Date       Amount
   ----       ------            ----       ------            ----       ------
04/01/00    $  5,000         07/01/02    $  5,000         10/01/04    $ 10,000
05/01/00      10,000         08/01/02       5,000         11/01/04       5,000
06/01/00       5,000         09/01/02       5,000         12/01/04       5,000
07/01/00      10,000         10/01/02       5,000         01/01/05      10,000
08/01/00       5,000         11/01/02       5,000         02/01/05       5,000
09/01/00      10,000         12/01/02       5,000         03/01/05       5,000
10/01/00       5,000         01/01/03       5,000         04/01/05      10,000
11/01/00      10,000         02/01/03      10,000         05/01/05       5,000
12/01/00       5,000         03/01/03       5,000         06/01/05      10,000
01/01/01      10,000         04/01/03       5,000         07/01/05       5,000
02/01/01       5,000         05/01/03       5,000         08/01/05       5,000
03/01/01       5,000         06/01/03       5,000         09/01/05      10,000
04/01/01       5,000         07/01/03      10,000         10/01/05       5,000
05/01/01       5,000         08/01/03       5,000         11/01/05      10,000
06/01/01       5,000         09/01/03       5,000         12/01/05       5,000
07/01/01       5,000         10/01/03       5,000         01/01/06      10,000
08/01/01       5,000         11/01/03       5,000         02/01/06       5,000
09/01/01       5,000         12/01/03      10,000         03/01/06      10,000
10/01/01       5,000         01/01/04       5,000         04/01/06       5,000
11/01/01       5,000         02/01/04       5,000         05/01/06      10,000
12/01/01       5,000         03/01/04      10,000         06/01/06       5,000
01/01/02       5,000         04/01/04       5,000         07/01/06      10,000
02/01/02       5,000         05/01/04       5,000         08/01/06       5,000
03/01/02       5,000         06/01/04       5,000         09/01/06      10,000
04/01/02       5,000         07/01/04      10,000         10/01/06       5,000
05/01/02      10,000         08/01/04       5,000         11/01/06      10,000
06/01/02       5,000         09/01/04       5,000         12/01/06       5,000



                                   Series F-1

<PAGE>


   Date       Amount            Date       Amount            Date       Amount
   ----       ------            ----       ------            ----       ------
01/01/07    $ 10,000         10/01/09    $ 10,000         07/01/12    $ 15,000
02/01/07       5,000         11/01/09       5,000         08/01/12      10,000
03/01/07      10,000         12/01/09      10,000         09/01/12      10,000
04/01/07       5,000         01/01/10      10,000         10/01/12      10,000
05/01/07      10,000         02/01/10      10,000         11/01/12      10,000
06/01/07      10,000         03/01/10      10,000         12/01/12      15,000
07/01/07       5,000         04/01/10      10,000         01/01/13      10,000
08/01/07      10,000         05/01/10      10,000         02/01/13      10,000
09/01/07       5,000         06/01/10      10,000         03/01/13      15,000
10/01/07      10,000         07/01/10      10,000         04/01/13      10,000
11/01/07      10,000         08/01/10      10,000         05/01/13      10,000
12/01/07       5,000         09/01/10      10,000         06/01/13      10,000
01/01/08      10,000         10/01/10      10,000         07/01/13      15,000
02/01/08      10,000         11/01/10      10,000         08/01/13      10,000
03/01/08       5,000         12/01/10      10,000         09/01/13      10,000
04/01/08      10,000         01/01/11      10,000         10/01/13      15,000
05/01/08      10,000         02/01/11      10,000         11/01/13      10,000
06/01/08       5,000         03/01/11      10,000         12/01/13      10,000
07/01/08      10,000         04/01/11      10,000         01/01/14      15,000
08/01/08      10,000         05/01/11      10,000         02/01/14      10,000
09/01/08      10,000         06/01/11      10,000         03/01/14      15,000
10/01/08       5,000         07/01/11      10,000         04/01/14      10,000
11/01/08      10,000         08/01/11      10,000         05/01/14      15,000
12/01/08      10,000         09/01/11      10,000         06/01/14      10,000
01/01/09       5,000         10/01/11      10,000         07/01/14      15,000
02/01/09      10,000         11/01/11      10,000         08/01/14      10,000
03/01/09      10,000         12/01/11      10,000         09/01/14      15,000
04/01/09      10,000         01/01/12      10,000         10/01/14      10,000
05/01/09      10,000         02/01/12      15,000         11/01/14      15,000
06/01/09       5,000         03/01/12      10,000         12/01/14      10,000
07/01/09      10,000         04/01/12      10,000         01/01/15     445,000
08/01/09      10,000         05/01/12      10,000
09/01/09      10,000         06/01/12      10,000


IDRB INFORMATION

1.  Issuer:                      Village of Grafton, Wisconsin

2.  Trustee:                     Firstar Bank, National Association

3.  Paying Agent:                Bando McGlocklin Small Business Lending
                                   Corporation

4.  Name of IDRB:                Village of Grafton, Wisconsin, Industrial
                                   Development Revenue Bonds, Series 1995
                                   (Calibre, Inc. Project)



                                   Series F-2

<PAGE>


5.  Original Issue Date:         November 17, 1995

6.  Original Principal
      Amount:                    $2,300,000

7.  Borrower:                    Calibre, Inc., a Wisconsin corporation

8.  Collateral:                  Mortgage, Security Agreement and Assignment of
                                   Leases and Rents (2 properties)

9.  Interest Rate(s):            Variable, 30-day LIBOR plus 1.375% per annum

10. Principal Amount
      Outstanding as
      of March 23, 2000:         $1,932,846.23

11. Final Maturity Date:         January 1, 2015

12. Amortization of Balance:     178 monthly installments, with a balloon
                                   payment of $431,096.23 at maturity

13. Prepayment Provisions:

         (a)  Optional:  The Bonds are  subject to  optional  redemption  by the
Issuer  (at the  election  of the  Borrower),  in whole or in part (in  integral
multiples of $5,000,  at par, at any time, at the principal amount of such Bonds
to be redeemed plus accrued interest  thereon to the date of redemption,  at the
times set forth below, together with premiums equal to the following percentages
of the principal amount being redeemed:

                      Period                              Premium

    From January 1, 2000 through December 31, 2002         3%
    From January 1, 2003 through December 31, 2005         2%
    From January 1, 2006 through December 31, 2008         1%
    January 1, 2008 and thereafter                         None

         It is a condition of any optional redemption pursuant to the above that
the Borrower shall have  deposited the  redemption  price in Eligible Funds into
the Bond Fund.

         Any  prepayments of principal  shall be applied in inverse order of the
amortization  schedules  and pro rata with  respect to the Bonds.  The Bonds are
subject to  redemption  prior to  maturity  upon  receipt by the  Trustee of the
written  request  from the  Borrower  stating that it intends to prepay the loan
upon  notice,  provided  by the  Trustee  not  less  than 30 days  prior  to the
redemption date, and thereby effect  redemption of the Bonds being redeemed,  at
the redemption  prices set forth above,  plus accrued interest to the redemption
date.



                                   Series F-3

<PAGE>


         (b) Certain  Extraordinary Events: The Bonds are subject to redemption,
at par  plus  accrued  interest  to the  Redemption  Date at the  option  of the
Borrower,  or the Bondowners by Requisite Consent if the Project shall have been
damaged or  destroyed  to such  extent  that,  in the  opinion  of the  Borrower
expressed in a Borrower's  Certificate;  title to or the temporary use of all or
substantially  all of if the Project shall have been taken under the exercise of
the  power  of  eminent  domain  by  any  governmental   issuer;  any  court  or
administrative body of competent  jurisdiction shall enter a judgment,  order or
decree  requiring  the  Borrower  to cease  all or any  substantial  part of its
operations  at the Project;  as a result of any changes in the  Constitution  of
Wisconsin or the  Constitution of the United States of America or of legislative
or administrative action (whether state or federal) or by final decree, judgment
or order of any court or  administrative  body (whether  state or federal),  the
Bond  Agreement  shall  have  become  void or  unenforceable  or  impossible  of
performance  in  accordance  with the  intent  and  purposes  of the  parties as
expressed  herein, or unreasonable  burdens or excessive  liabilities shall have
been  imposed  on the  Issuer  or the  Borrower;  or it  shall  subsequently  be
discovered  that the  Borrower's  title to if the  Project  shall be  materially
defective, and the Borrower's title to if the Project shall be lost by reason of
such defect.

14. Determination  of  Taxability:  The Bonds  shall bear  interest on the first
    Payment Date after the occurrence of a Determination of Taxability, computed
    at the rate set forth in this  Section  (the  "Taxable  Rate") (on a 360-day
    year, actual days elapsed basis) on the outstanding  principal amount of the
    Bonds  (as  reduced  from  time to  time)  from  the  date of the  Event  of
    Taxability,  less any interest  already paid,  from the date of the Event of
    Taxability  to such Payment Date.  Thereafter,  the Bonds shall bear Taxable
    Interest.

         Taxable  Interest  payable on the Bonds for  purposes  of this  Section
shall be at a floating  rate equal to the Prime Rate plus 1.0%,  adjusted on the
first day of each month.  The Borrower shall also pay to the Bondowners (and any
former  Bondowners  holding  Bonds during any period  subsequent  to an Event of
Taxability) as additional  interest,  the amount of penalties,  additions to tax
(exclusive of any taxes  imposed under Section 11 or any successor  provision of
the Code) or interest assessed against the Bondowners (and former Bondowners) on
account of a Determination of Taxability.



                                   Series F-4

<PAGE>


                              SERIES SUPPLEMENT - G


CERTIFICATE INFORMATION

1.  Series Designation:  Series G

2.  Closing Date:  March 23, 2000

3.  Original Principal Amounts:

    (a)  Senior Certificates:  $1,565,000

    (b)  Junior Certificate:  $2,985

4.  Final Maturity Date:  December 1, 2006

5.  Senior Certificate Sinking Fund Schedule:


   Date       Amount            Date       Amount            Date       Amount
   ----       ------            ----       ------            ----       ------
04/01/00    $ 10,000         07/01/02    $ 15,000         10/01/04    $ 15,000
05/01/00      10,000         08/01/02      10,000         11/01/04      15,000
06/01/00      10,000         09/01/02      15,000         12/01/04      15,000
07/01/00      15,000         10/01/02      15,000         01/01/05      15,000
08/01/00      10,000         11/01/02      15,000         02/01/05      20,000
09/01/00      10,000         12/01/02      10,000         03/01/05      15,000
10/01/00      15,000         01/01/03      15,000         04/01/05      15,000
11/01/00      10,000         02/01/03      15,000         05/01/05      20,000
12/01/00      10,000         03/01/03      15,000         06/01/05      15,000
01/01/01      15,000         04/01/03      15,000         07/01/05      15,000
02/01/01      10,000         05/01/03      15,000         08/01/05      20,000
03/01/01      15,000         06/01/03      15,000         09/01/05      15,000
04/01/01      10,000         07/01/03      10,000         10/01/05      15,000
05/01/01      15,000         08/01/03      15,000         11/01/05      20,000
06/01/01      10,000         09/01/03      15,000         12/01/05      15,000
07/01/01      15,000         10/01/03      15,000         01/01/06      20,000
08/01/01      10,000         11/01/03      15,000         02/01/06      15,000
09/01/01      15,000         12/01/03      15,000         03/01/06      20,000
10/01/01      10,000         01/01/04      15,000         04/01/06      20,000
11/01/01      10,000         02/01/04      15,000         05/01/06      15,000
12/01/01      15,000         03/01/04      15,000         06/01/06      20,000
01/01/02      15,000         04/01/04      15,000         07/01/06      20,000
02/01/02      10,000         05/01/04      15,000         08/01/06      20,000
03/01/02      15,000         06/01/04      15,000         09/01/06      15,000
04/01/02      15,000         07/01/04      20,000         10/01/06      20,000
05/01/02      10,000         08/01/04      15,000         11/01/06      20,000
06/01/02      15,000         09/01/04      15,000         12/01/06     390,000



                                   Series G-1

<PAGE>


IDRB INFORMATION

1.  Issuer:                      City of New Berlin, Wisconsin

2.  Trustee:                     Firstar Bank, National Association

3.  Paying Agent:                Bando McGlocklin Small Business Lending
                                   Corporation

4.  Name of IDRB:                City of New Berlin, Wisconsin, Industrial
                                   Development Revenue Bonds, Series 1996
                                   (Toolrite Manufacturing Co., Inc. Project)

5.  Original Issue Date:         July 25, 1996

6.  Original Principal
      Amount:                    $1,850,000

7.  Borrower:                    Toolrite Manufacturing Co., Inc., a Wisconsin
                                   corporation

8.  Collateral:                  Mortgage and Assignment of Leases and Rents;
                                   General Business Security Agreement

9.  Interest Rate(s):            Variable, Prime Rate, adjusted monthly as Prime
                                   Rate changes

10. Principal Amount
      Outstanding as
      of March 23, 2000:         $1,567,985

11. Final Maturity Date:         January 1, 2007

12. Amortization of Balance:     81 monthly installments, with a balloon payment
                                   of $373,940 on December 1, 2006

13. Prepayment Provisions:

         (a)  Optional:  Except as provided in Section 2.06 and 2.07 of the Bond
Agreement and as set forth below,  the Bonds are not subject to redemption until
on or after January 1, 2000. On and after January 1, 2000, the Bonds are subject
to redemption  by the Issuer (at the election of the  Borrower)  prior to stated
maturity, in whole or in part, on any Payment Date. The redemption price for any
such redemption  shall be the amount  determined from the table below (expressed
as a  percentage  of the  principal  amount of the Bonds or portions  thereof so
redeemed), plus accrued interest to the redemption date:



                                   Series G-2

<PAGE>


              Redemption Period                           Redemption
              (Dates Inclusive)                             Prices

    January 1, 2000 through December 31, 2000                105%
    January 1, 2001 through December 31, 2001                104%
    January 1, 2002 through December 31, 2002                103%
    January 1, 2003 through December 31, 2003                102%
    January 1, 2004 through December 31, 2004                101%
    January 1, 2005 and thereafter                           100%

         It is a condition of any optional  redemption  pursuant to Section 2.05
that the Borrower shall have  deposited the  redemption  price in Eligible Funds
into the Bond Fund.

         Any  prepayments of principal  shall be applied in inverse order of the
amortization  schedules  and pro rata with  respect to the Bonds.  The Bonds are
subject to  redemption  prior to  maturity  upon  receipt by the  Trustee of the
written  request  from the  Borrower  stating that it intends to prepay the loan
upon  notice,  provided  by the  Trustee  not  less  than 30 days  prior  to the
redemption date, and thereby effect  redemption of the Bonds being redeemed,  at
the redemption  prices set forth above,  plus accrued interest to the redemption
date.

         (b) Certain  Extraordinary Events: The Bonds are subject to redemption,
at par  plus  accrued  interest  to the  Redemption  Date at the  option  of the
Borrower  if the Project  shall have been  damaged or  destroyed  to such extent
that,  in the opinion of the Borrower  expressed  in a  Borrower's  Certificate;
title to or the  temporary  use of all or  substantially  all of if the  Project
shall have been taken under the  exercise of the power of eminent  domain by any
governmental issuer; any court or administrative body of competent  jurisdiction
shall enter a judgment,  order or decree  requiring the Borrower to cease all or
any  substantial  part of its  operations  at the  Project;  as a result  of any
changes in the  Constitution  of  Wisconsin  or the  Constitution  of the United
States of America or of legislative or  administrative  action (whether state or
federal) or by final  decree,  judgment or order of any court or  administrative
body (whether state or federal),  the Bond  Agreement  shall have become void or
unenforceable  or impossible of  performance  in accordance  with the intent and
purposes  of the  parties  as  expressed  herein,  or  unreasonable  burdens  or
excessive  liabilities shall have been imposed on the Issuer or the Borrower; or
it shall  subsequently be discovered that the Borrower's title to if the Project
shall be materially defective,  and the Borrower's title to if the Project shall
be lost by reason of such defect.

14. Determination  of  Taxability:  The Bonds  shall bear  interest on the first
    Payment Date after the occurrence of a Determination of Taxability, computed
    at the rate set forth in this  Section  (the  "Taxable  Rate") (on a 360-day
    year, actual days elapsed basis) on the outstanding  principal amount of the
    Bonds  (as  reduced  from  time to  time)  from  the  date of the  Event  of
    Taxability,  less any interest  already paid,  from the date of the Event of
    Taxability  to such Payment Date.  Thereafter,  the Bonds shall bear Taxable
    Interest.

         Taxable  Interest  payable on the Bonds for  purposes  of this  Section
shall be at the Prime Rate. The Borrower  shall also pay to the Bondowners  (and
any former Bondowners  holding Bonds during any period subsequent to an Event of
Taxability) as additional  interest,  the amount of



                                   Series G-3


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penalties,  additions to tax (exclusive of any taxes imposed under Section 11 or
any successor provision of the Code) or interest assessed against the Bondowners
(and former Bondowners) on account of a Determination of Taxability.



                                   Series G-4