CREDIT AGREEMENT

                           Dated as of March 10, 2000

                                 by and between

                                BANTA CORPORATION

                                 as the Company

                                       and

                       FIRSTAR BANK, NATIONAL ASSOCIATION

                                   as the Bank



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                                LIST OF EXHIBITS


Exhibit A:        $20,000,000 Term Note
Exhibit B:        Compliance Certificate


                                LIST OF SCHEDULES

Schedule 3.1:     Parent, Affiliates, Subsidiaries and Joint Ventures
Schedule 3.3:     Required Consents
Schedule 3.5:     Disputed Taxes
Schedule 3.6:     Pending Litigation
Schedule 3.14:    Existing Defaults
Schedule 3.15:    Environmental Disclosures


<PAGE>


                                CREDIT AGREEMENT

                  THIS CREDIT  AGREEMENT  ("Agreement") is made and entered into
as of this  10th  day of  March,  2000,  by and  between  BANTA  CORPORATION,  a
Wisconsin corporation (the "Company"), and FIRSTAR BANK, NATIONAL ASSOCIATION, a
national banking association (the "Bank").

                                    RECITALS

          The  Company  has  requested  that the Bank extend to it credit in the
aggregate  principal amount not to exceed $20,000,000 in the form of a Term Loan
subject to the terms and conditions set forth in this Agreement.

          NOW,  THEREFORE,  in consideration  of the foregoing  premises and the
mutual  agreements  contained  herein,  the receipt and  sufficiency of all such
consideration being hereby acknowledged, the parties agree as follows:

                                    AGREEMENT

                         SECTION 1 DEFINITIONS AND TERMS

          1.1 Definitions.  As used in this Agreement,  the following terms have
the following meanings:

          "$100,000,000  Credit  Agreement" shall mean that certain  $65,000,000
Credit  Agreement by and among  Company,  Bank, M& I Marshall & Ilsley Bank, and
NBD Bank dated as of September  29, 1995,  as amended by the First  Amendment to
Credit  Agreement  dated as of  September  27, 1996,  as further  amended by the
Second  Amendment to Credit Agreement dated as of September 24, 1997, as further
amended by the Third  Amendment to Credit  Agreement  dated as of September  23,
1998,  and as further  amended by the Fourth  Amendment to the Credit  Agreement
dated as of September 22, 1999.

          "Affiliate"  shall mean any (a)  director,  officer or employee of the
Person,  or (b) Person  directly or indirectly  controlling or controlled by, or
under direct or indirect common control with,  another Person. A Person shall be
deemed  to  control  another  Person  if  the  controlling  Person  directly  or
indirectly,  either individually or together with (in the case of an individual)
his spouse,  lineal  descendants and ascendants and brothers or sisters by blood
or adoption or spouses of such  descendants,  ascendants,  brothers and sisters,
owns five percent or more of any class of voting  securities  of the  controlled
Person or possesses,  directly or indirectly,  the power to direct, or cause the
direction  of, the  management  or policies of the  controlled  Person,  whether
through the ownership of voting securities,  through common directors,  trustees
or officers, by contract or otherwise.

          "Agreement"   shall   mean  this   Credit   Agreement,   as   amended,
supplemented, modified or extended from time to time.



                                       3
<PAGE>


          "Business  Day"  shall  mean any day other  than a  Saturday,  Sunday,
public holiday or other day when commercial  banks in Wisconsin,  are authorized
or  required  by law to close;  provided,  however,  that for  purposes of LIBOR
Loans,  the term  "Business Day" shall mean only those days on which dealings in
U.S.  dollar  deposits  are carried out by U.S.  financial  institutions  in the
London Interbank Eurodollar Market.

          "Capitalized  Lease" shall mean any lease, the obligations under which
have been, or in accordance  with GAAP are required to be, recorded as a capital
lease  liability  on the  consolidated  balance  sheet  of the  Company  and its
Consolidated Subsidiaries.

          "Closing  Date"  shall mean March 10, 2000 (or such other date as Bank
and the Company may agree in writing).

          "Code" shall mean the Internal  Revenue Code of 1986, as amended,  and
any   successor   statute,   together   with  the   regulations   and  published
interpretations thereunder, in each case as in effect from time to time.

          "Consolidated Funded Debt" shall mean, as of any time of determination
thereof,  the  Funded  Debt of the  Company  and  Subsidiaries  determined  on a
consolidated basis.

          "Consolidated  Subsidiaries"  shall mean Subsidiaries  whose financial
statements are consolidated with those of the Company in accordance with GAAP.

          "Consolidated  Tangible Net Worth"  shall mean,  as of any time of any
determination  thereof, the excess of (i) the sum of (a) the par value (of value
stated on the books of the  Company)  of the  outstanding  capital  stock of all
classes of the Company, plus (or minus in the case of a surplus deficit) (b) the
amount of the consolidated  surplus,  whether capital or earned,  of the Company
and its Subsidiaries,  over (ii) the sum of treasury stock,  minority interests,
any  other  contra-equity  accounts,  unamortized  debt  discount  and  expense,
goodwill,   trademarks,   trade  names,  patents,  deferred  charges  and  other
intangible  assets and any write-up of the value of any assets after  January 1,
1994.

          "Current   Debt"  shall  mean,   with  respect  to  any  Person,   all
Indebtedness  of such  Person for  borrowed  money  which by its terms or by the
terms of any  instrument  or  agreement  relating  thereto  matures on demand or
within one year from the date of the  creation  thereof  and is not  directly or
indirectly  renewable or  extendible  at the option of the Person to a date more
than one year from the date of the creation thereof,  provided that Indebtedness
for borrowed money  outstanding  under a revolving  credit or similar  agreement
which  obligates  the lender or lenders to extend  credit  over a period of more
than one year shall  constitute  Funded Debt and not Current  Debt,  even though
such  Indebtedness  by its terms  matures  on demand or within one year from the
date of the creation thereof.

          "Current Ratio" shall mean the relationship,  expressed as a numerical
ratio,  between: (a) the amount of all assets which, under GAAP, would appear as
current  assets on the  consolidated  balance sheet of the Company,  and (b) the
amount of all liabilities which, under GAAP, would appear as current liabilities
on such balance sheet of the Company and its Consolidated Subsidiaries.



                                       4
<PAGE>


          "Debt" shall mean Current Debt plus Funded Debt.

          "Default"  shall mean an Event of  Default or an event  which with the
giving of notice or the  passage  of time or both would  constitute  an Event of
Default.

          "Employee Plan" shall mean any savings,  profit sharing, or retirement
plan  or any  deferred  compensation  contract  or  other  plan  maintained  for
employees  of the Company and covered by Title IV of ERISA,  including,  without
limitation, any "multiemployer plan" as defined in ERISA.

          "Environmental  Law"  shall mean any  local,  state or federal  law or
other  statute,  law,  ordinance,  rule,  code,  regulation,  decree  or  order,
presently in effect or hereafter enacted, promulgated or implemented, governing,
regulating or imposing  liability for standards of conduct  concerning  the use,
treatment, generation, storage, disposal, discharge or other handling or release
of any Hazardous Substance.

          "Environmental  Liability"  shall mean all  liability  arising  under,
resulting  from or imposed by any  Environmental  Law and all liability  imposed
under  common  law with  respect  to the use,  treatment,  generation,  storage,
disposal, discharge or other handling or release of any Hazardous Substance.

          "ERISA"  shall mean the  Employee  Retirement  Income  Security Act of
1974, as amended,  and any successor statute,  together with the regulations and
published  interpretations  thereunder,  in each case as in effect  from time to
time.

          "Event of Default" shall have the meaning assigned in Section 7.1.

          "Financial Statements" shall mean the financial statements referred to
in Section 5.3.

          "Fiscal  Quarter"  shall  mean  any of the  thirteen  week  accounting
periods of the Company, ending on the Saturday closest to the last day of March,
June, September and December of each calendar year.

          "Fiscal Year" shall mean the annual  accounting  period of the Company
ending on the Saturday closest to December 31st of each calendar year.

          "Floating  Rate" shall mean the Prime Index Rate as  announced by Bank
from time to time.

          "Funded  Debt"  shall  mean  (i)  with  respect  to  any  Person,  all
Indebtedness of such Person which by its terms or by the terms of any instrument
or agreement relating thereto matures,  or which is otherwise payable or unpaid,
more than one year from, or is directly or indirectly renewable or extendible at
the  option of the debtor to a date more than one year  (including  an option of
the debtor under a revolving credit or similar  agreement  obligating the lender
or lenders to extend credit over a period of more than one year) from,  the date
of the creation thereof, plus (ii) Current Debt of the Company and Subsidiaries,
if during the most recently completed period of four consecutive fiscal quarters
the aggregate principal balance of



                                       5
<PAGE>


all  such  Current  Debt  has not been  reduced  to zero  for a period  of sixty
consecutive  days  selected by the Company as a clean down period,  in an amount
equal to the maximum  amount  thereof  outstanding at any time during such clean
down period.

          "GAAP" shall mean those generally accepted  accounting  principles and
practices  which are  recognized as such by the American  Institute of Certified
Public Accountants  acting through  appropriate boards or committees thereof and
which are  consistently  applied for all  periods so as to properly  reflect the
financial condition, results of operations and cash flows of the Company.

          "Government Authority" shall mean any nation or government,  any state
or other political  subdivision  thereof,  and any entity exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government,  and any corporation or other entity owned or controlled  through
stock or capital ownership or otherwise, by any of the foregoing.

          "Hazardous Substance" shall mean any pollutant,  contaminant, waste or
toxic  or  hazardous  chemicals,  wastes  or  substances,   including,   without
limitation,  asbestos,  urea  formaldehyde  insulation,  petroleum,  PCB's,  air
pollutants, water pollutants, and other substances defined as hazardous or toxic
in the Comprehensive  Environmental Response,  Compensation and Liability Act of
1980, as amended, 42 U.S.C. ss. 9061 et seq., Hazardous Materials Transportation
Act, 49 U.S.C. ss. 1801, et seq., the Resource Conservation and Recovery Act, 42
U.S.C. ss. 6901 et seq., the Toxic Substance Control Act of 1976, as amended, 15
U.S.C.  ss. 2601 et seq.,  the Solid Waste  Disposal Act, 42 U.S.C.  ss. 3251 et
seq.,  the Clean Air Act, 42 U.S.C.  ss.  1857 et seq.,  the Clean Water Act, 33
U.S.C. ss. 1251 et seq.,  Emergency Planning and Community Right to Know Act, 42
U.S.C. ss. 11001, et seq., Chapter 144 of the Wisconsin  Statutes,  or any other
statute,   rule,   regulation  or  order  of  any  Government  Authority  having
jurisdiction over the control of such wastes or substances.

          "Indebtedness"  shall mean all (a) all items which, in accordance with
GAAP,  would be classified as liabilities on the  consolidated  balance sheet of
the Company and its Consolidated Subsidiaries, including all Capitalized Leases,
and (b) indebtedness secured by any mortgage,  lien, pledge or security interest
on  property of the Company or  Consolidated  Subsidiary  even though it has not
assumed or otherwise become liable for the payment thereof.

          "Interest  Differential"  shall have the meaning set forth in the Term
Note.

          "Interest  Period" shall mean the one, two, three or six month periods
offered by Bank for LIBOR Loans.

          "LIBOR Index Rate" shall mean with  respect to a LIBOR Loan,  the rate
of interest per annum  determined by the Bank to be the average offered rate for
deposits in U.S.  dollars (rounded up to the next whole multiple of 1/100 of 1%)
for  one,  two,  three  and  six  months  Interest  Periods  on  the  electronic
communications  terminals in the Bank's  money  center as of 10:00 a.m.  (London
time) for the day two Business date of the proposed funding of the LIBOR Loan.



                                       6
<PAGE>


          "LIBOR  Loan"  shall  mean the Term Loan to the extent a LIBOR Rate is
the applicable rate of interest for such Loan under Section 2 of this Agreement.

          "LIBOR Rate" shall mean the LIBOR Rate set forth in the Term Note.

          "Lien" or "Liens"  shall  mean any  mortgage,  pledge,  hypothecation,
assignment,  collateral  deposit  arrangement,  encumbrance,  lien (statutory or
other), deed of trust, charge, preference,  priority, security interest or other
security agreement or preferential  arrangement of any kind or nature whatsoever
including,  without  limitation,  any conditional  sale or other title retention
agreement,  any financing lease having substantially the same economic effect as
any of the  foregoing,  and the  filing  of any  financing  statement  under the
Uniform Commercial Code or comparable law of any jurisdiction.

          "Loan" or "Loans" shall mean the Term Loan.

          "Loan Account" shall mean an account on the books of the Bank in which
the Bank will record, pursuant to Section 2.3, Obligations of the Company to the
Bank, payments made upon such Obligations and other advances, debits and credits
pertaining to the Obligations.

          "Material  Adverse  Effect" shall mean (a) an Event of Default,  (b) a
material  adverse  change in the  business,  Property,  operations  or condition
(financial  or otherwise) of the Company,  (c) the  termination  of any material
agreement to which the Company is a party which has a material adverse effect on
the operations or condition of the Company,  (d) any material  impairment of the
right  to  carry on the  business  as now or  proposed  to be  conducted  by the
Company,  or (e) any  material  impairment  of the  ability of the  Company,  to
perform  the  Obligations  under this  Agreement  or the  Related  Documents.  A
Material  Adverse  Effect  shall be deemed to have  occurred  if the  cumulative
effect of an individual event and all other then existing events would result in
a Material Adverse Effect.  "Material  Subsidiary" shall mean, as of any time of
determination thereof, any subsidiary (i) whose assets or liabilities constitute
five percent or more of the  consolidated  assets or  consolidated  liabilities,
respectively,  of the  Company  and  Subsidiaries,  or (ii)  whose net  earnings
constituted  five percent or more of consolidated net earnings for the then most
recently completed fiscal year of the Company.

          "Note"  shall mean the Term  Note,  and any  note(s) or  obligation(s)
issued in substitution, replacement or renewal thereof.

          "Obligations" shall mean the Company's obligations under the Term Loan
and the Company's other liabilities and obligations to Bank under this Agreement
or the Related Documents,  including,  without limitation, all liabilities under
interest rate swap  agreements,  interest rate cap  agreements and interest rate
collar  agreements,  and  all  other  agreements  designed  to  protect  against
fluctuations in interest rates or currency exchange rates applicable to the Term
Loan.

          "Permitted  Liens"  shall have the  meaning  set forth in Section  6.3
below.



                                       7
<PAGE>


          "Person" shall mean an individual,  partnership,  corporation, limited
liability company or partnership, firm, enterprise,  business trust, joint stock
company, trust, unincorporated association,  joint venture, Government Authority
or other entity of whatever nature.

          "Prime Index Rate" shall mean,  prior to Default,  for Loans which are
not LIBOR Loans,  the interest rate publicly  announced by the Bank from time to
time  in   Milwaukee,   Wisconsin  as  its  "prime   rate"  for  interest   rate
determinations,  which is solely a reference  rate and may be at, above or below
the rate or rates at which the Bank  lends to other  Persons.  Any change in the
Prime Index Rate shall become effective as of the opening of business on the day
on which such change is publicly announced by the Bank.

          "Priority Debt" shall mean, as of any time of  determination  thereof,
(i) Debt of any  Subsidiary,  other  than Debt owed to the  Company  or  another
subsidiary and (ii) Debt of the Company secured by any Lien.

          "Property" shall mean any interest of the Company and its Subsidiaries
of any kind in property or assets,  whether real, personal,  mixed,  tangible or
intangible,  wherever located, and whether now owned or subsequently acquired or
arising and in the  products,  proceeds,  additions  and  accessions  thereof or
thereto.

          "Regulatory  Change" shall mean the adoption or  amendment,  after the
date of this  Agreement,  of any  national,  federal or state  law,  regulation,
interpretation, direction, policy, guideline or court decision applicable to any
Bank or the London Interbank  Eurodollar  Market which makes it unlawful for any
Bank to  make,  maintain  or fund  the  Obligations  based  on the  LIBOR  Rate,
increases  the cost to any Bank of  making or  maintaining  the  Obligations  or
reduces the rate of return to such Bank (by reduction of principal,  interest or
otherwise) on the  Obligations by subjecting such Bank to any tax, duty or other
imposition  or charge  with  respect to the  Obligations,  imposing  any reserve
requirement  (except  any  reserve  requirement  reflected  in the LIBOR  Rate),
affecting  the  treatment  of any  Obligation  for purposes of  calculating  the
appropriate  amount of  capital  to be  maintained  by such  Bank or any  Person
controlling  such Bank, or otherwise  imposing on such Bank any other  condition
affecting the Obligations.

          "Related   Documents"   shall  mean  the  Term  Note,  and  all  other
instruments,  agreements,  certificates,  and other documents  executed by or on
behalf of the Company, or in connection with the transactions contemplated under
this Agreement, all as amended, supplemented,  modified or extended from time to
time.

          "Related  Party"  shall mean (i) any Person  owning 10% or more of the
Company's or (with the exception of the Company) any Subsidiary's  Voting Stock,
(ii) any  Affiliate  of the  Company,  and (iii)  all  persons  to whom  Persons
described in clause (i) or (ii) are related by affinity or consanguinity  within
the third degree as  determined  by the common law, or  individual  in a step or
adoptive relationship within such third degree.

          "Requirements  of Law"  shall  mean as to any  matter or  Person,  the
Certificate  or Articles of  Incorporation,  Bylaws or other  organizational  or
governing documents of such Person, and any law (including,  without limitation,
any  Environmental  Law and any law



                                       8
<PAGE>


relating to  agriculture,  food,  health or safety),  ordinance,  treaty,  rule,
regulation,  order, decree,  determination or other requirement having the force
of  law  relating  to  such  matter  or  Person  and,  where   applicable,   any
interpretation thereof by any Government Authority.

          "Subsidiary"  or  "Subsidiaries"  shall  mean  as  to  any  Person,  a
corporation  of which  shares of stock  having  voting  power  (other than stock
having such power only by reason of the happening of a contingency  that has not
occurred)  sufficient  to elect a majority  of the board of  directors  or other
managers of such  corporation  are at the time owned, or the management of which
is  otherwise   controlled,   directly,   or  indirectly  through  one  or  more
intermediaries, or both, by such Person.

          "Tangible  Capitalization" shall mean, as of any time of determination
thereof,  the sum of  Consolidated  Tangible Net Worth and  Consolidated  Funded
Debt.

          "Term Loan" shall mean the term loan to be made by Bank to the Company
pursuant to Section  2.1  evidenced  by the Term Note in the  initial  aggregate
principal amount of up to $20,000,000.

          "Term Note" shall mean the promissory  note of the Company to the Bank
in the form of  Exhibit A  evidencing  the Term Loan as  amended,  supplemented,
modified or extended from time to time.

          "Termination  Date" shall mean March 10, 2003 or such  earlier date on
which the  Obligations  shall  terminate  as  provided  in  Section  7.2 of this
Agreement.

          "Transfer"  shall mean, with respect to any item, the sale,  exchange,
conveyance, lease, transfer or other disposition of such item.

          1.2 Accounting and Consolidated  Financial  Determinations.  Except as
otherwise expressly provided herein, where the character or amount of any asset,
liability,  item of income or expense or  financial  covenant  is required to be
determined,  or any  accounting  computation  is  required  to be made,  for the
purpose of this Agreement,  such determination or calculation shall be made on a
consolidated basis so as to include the Company and its Subsidiaries, if any, in
each such  calculation  and, to the extent  applicable  and except as  otherwise
specified in this Agreement,  shall be made in accordance  with GAAP;  provided,
however, that if any change in GAAP from those applied in the preparation of the
financial   statements   referred  to  in  Section  5.3  is  occasioned  by  the
promulgation of rules,  regulations,  pronouncements and opinions by or required
by the  American  Institute of Certified  Public  Accountants  (or its boards or
committees  or  successors  thereto or agencies  with  similar  functions),  the
initial announcement of which change is made after the date hereof, results in a
change in the method of calculation of financial  covenants,  standards or terms
found  in  Section  6,  the  parties  hereto  agree to  enter  into  good  faith
negotiations  in order to amend such  provisions  so as to reflect  such changes
with the desired result that the criteria for evaluating the Company's financial
condition  shall be the same after such  changes as if such changes had not been
made.  When used herein,  the term "financial  statement"  shall include balance
sheets,  statements of earnings,  statements of stockholders' equity, statements
of cash flows and the notes and schedules thereto,  and each reference herein to
a  balance  sheet or other  financial  statement  of the



                                       9
<PAGE>


Company shall be to a statement  prepared on a  consolidated  and  consolidating
basis, unless otherwise specified.

          1.3 Interpretation.  The  words "hereof," "herein" and "hereunder" and
words of a  similar  import  when  used in this  Agreement  shall  refer to this
Agreement  as a whole and not to any  particular  provision  of this  Agreement.
Section,  Schedule  and  Exhibit  references  contained  in this  Agreement  are
references to sections,  schedules and exhibits in or to this  Agreement  unless
otherwise  specified.  Any  reference in any Section or definition to any clause
is, unless otherwise specified, to such clause of such Section or definition.

          1.4 Other  Terms.  Except as  otherwise  specifically  provided,  each
accounting term used herein shall have the meaning given to it under GAAP. Terms
defined in other  Sections of this  Agreement  shall have the meanings set forth
therein.

                   SECTION 2 AMOUNTS AND TERMS OF OBLIGATIONS

          2.1 Term Loan; Interest Rate; Repayment of Principal and Interest.

                    (a) On the date  hereof,  the Bank  agrees to advance to the
          Company,  the Term Loan in an initial  principal amount of $20,000,000
          and such Term Loan shall be subject to all of the terms and conditions
          set forth in this  Agreement and the Term Note.  The Term Loan made by
          the Bank pursuant hereto shall be evidenced by the Term Note.

                    (b) Prior to an Event of  Default,  and except as  otherwise
          provided  herein,  the Term Loan  shall  bear  interest  on the unpaid
          principal balance before maturity  (whether upon demand,  acceleration
          or  otherwise)  at the one,  two,  three or six month LIBOR Index Rate
          selected in writing by Company  from time to time plus 85 basis points
          (each  such  selected  rate a  "LIBOR  Rate")  for  the  corresponding
          Interest Period so long as LIBOR Loans are available for the Term Loan
          herein.  Interest shall be computed based on the actual number of days
          elapsed  and a year of 360 days.  Subject  to the  provisions  of this
          Agreement  with respect to  acceleration  and  prepayment,  the entire
          principal balance of the Term Loan, together with accrued interest and
          all other accrued costs, charges and fees, shall be due and payable in
          full on March 10,  2003.  Amounts paid or prepaid on the Term Loan may
          not be  reborrowed.  The  Company  may,  from time to time and without
          premium or penalty,  prepay the unpaid  principal  balance of the Term
          Loan.

                    (c) Prior to an Event of  Default,  and except as  otherwise
          provided herein, interest on the unpaid principal balance of any LIBOR
          Loan shall be paid at the end of each Interest Period;  provided that,
          if any LIBOR  Loan is based on a six month  Interest  Period,  accrued
          interest  shall be due at the end of the third month of such  Interest
          Period,  and at the end of such Interest Period.  During any time that
          interest on the Term Loan shall be  calculated  with  reference to the
          Floating  Rate,  accrued  interest  on the Term Loan  shall be due and
          payable  monthly  commencing on the first day of the subsequent  month
          and on the first day of each month thereafter.



                                       10
<PAGE>


                    (d) In the event the  Company  does not  select in writing a
          LIBOR Rate at least two Business  Days prior to expiration of the then
          existing  Interest  Period,  the  Floating  Rate shall apply until the
          Company  selects in  writing a LIBOR  Rate upon such two (2)  Business
          Days prior  written  notice to Bank.  The Bank's  internal  records of
          applicable  interest  rates shall be  determinative  in the absence of
          manifest  error.  Each LIBOR Rate option  selected  shall apply to the
          entire outstanding  principal amount of the Term Loan. For determining
          time and payment dates for LIBOR Loans,  the London business day shall
          be standard convention.

          2.2  Interest  After  Default.  After an Event of  Default  and  after
fifteen  (15) days  prior  written  notice to the  Company  by Bank,  all of the
Obligations  shall  bear  interest  at the Prime  Index Rate  ("Default  Rate").
However,  in no event  shall the  interest  rate under the Term Note  exceed the
highest rate permitted by law.

          2.3 Loan  Account.  The Bank will enter as a debit to the Loan Account
the  principal  amount of each Loan as  disbursed or issued from time to time by
the Bank and credit same to the Company's  general  depository  account at Bank.
The Bank shall also debit and/or credit the Loan Account, in accordance with the
Bank's customary  accounting  practices for the following:  accrued interest and
all other charges,  expenses and other  obligations  properly  chargeable to the
Company  hereunder  or under the Related  Documents;  all  payments  made by the
Company  with  respect to the  Obligations,  if any;  and all other  appropriate
debits and  credits.  The debit  balance of the Loan Account  shall  reflect the
amount of the  Obligations  and other  charges  hereunder  or under the  Related
Documents.  Not more  frequently  than once each month,  the Bank shall render a
statement of account of the Loan Account to the Company including a statement of
the outstanding  principal  balance,  and applicable LIBOR Rate or Floating Rate
for the Term Loan,  which statement shall be considered  correct and accepted by
the Company and  conclusively  binding  upon the Company  unless it notifies the
Bank to the contrary in writing  within 30 days of the mailing of such statement
by the Bank to the Company;  provided,  however, that the failure of the Bank to
record  any of the  foregoing  items  in the Loan  Account  shall  not  limit or
otherwise  affect the Company's  obligation to repay the  Obligations or pay any
charges, fees or other items to Bank.

          2.4 Payments.  Whenever  any  payment to  be made  hereunder  shall be
stated to be due on a day which is not a Business  Day, such payment may be made
on the next  succeeding  Business Day, and such  extension of time shall in such
case be included in the computation of payment of interest on the Note. The Bank
may debit to the depository accounts maintained by the Company with the Bank all
payments on the Obligations when due without further notice to or consent of the
Company.

          2.5 Loan Prepayments.  Subject to Section 2.8 regarding  prepayment of
LIBOR  Loans,  the  Company may at its  option,  at any time upon prior  written
notice to the Bank,  prepay  the Term Note in whole or in part.  Any  prepayment
shall permanently  reduce the amount of the Term Loan. In the case of prepayment
of less  than all of the  outstanding  principal  amount of the Term  Loan,  all
prepayments shall be applied to the principal  installments in the reverse order
of their  maturities  or, if no principal  installments  are provided for in the
Term Note, then to the unpaid principal balance of the Term Loan.



                                       11
<PAGE>


          2.6 Effect of  Regulatory  Change.  In the event  that any  Regulatory
Change makes it unlawful for Bank to make,  maintain or fund the Term Loan based
on the LIBOR Rate,  then:  (a) Bank shall promptly  notify the Company;  (b) the
obligation  of Bank to make or  continue  the Term Loan  based on the LIBOR Rate
shall be  suspended  for the  duration of such  unlawfulness;  and (c) Term Loan
shall bear  interest at the Floating  Rate with the  interest  rate to change on
each day that the Prime Index Rate changes.

          2.7 LIBOR Index Rate Unascertainable/Increased Funding Costs.

                    (a) If the Bank  determines  (which  determination  shall be
          binding  and  conclusive  on  all  parties)  that  (i)  by  reason  of
          circumstances   affecting  the  London  Interbank  Eurodollar  Market,
          adequate  and  reasonable  means do not  exist  for  ascertaining  the
          applicable  LIBOR  Index  Rate;  or  (ii)  the  LIBOR  Rate  will  not
          adequately  and fairly  reflect the cost to the Bank of maintaining or
          funding  loans based on the LIBOR  Rate,  or that the  maintenance  or
          funding of such LIBOR Loans has become impracticable as a result of an
          event  occurring after the date of this Agreement which in the opinion
          of the Bank materially  affects the Bank's  initially  projected after
          tax  yield on such  LIBOR  Loans;  then so long as such  circumstances
          shall continue,  the Bank shall not be under any obligation to make or
          continue  the Term  Loan  based on the  LIBOR  Rate,  and on the first
          Business  Day of the next  calendar  month,  such Term Loan shall bear
          interest at the Floating Rate.

                    (b) In the  event  after  the date of  initial  funding  any
          Regulatory Change subjects Bank to any new or additional charge,  fee,
          withholding  or tax of any kind with  respect  to any  LIBOR  Loans or
          changes  the method of taxation  of such LIBOR  Loans,  or changes the
          reserve or deposit  requirements  applicable to such LIBOR Loans,  the
          Borrower  shall  pay to the  Bank  such  additional  amounts  as  will
          compensate the Bank for such costs or lost income resulting  therefrom
          as reasonably determined by the Bank.

          2.8 LIBOR Loan Prepayment; Indemnity. If a LIBOR Loan is prepaid prior
to the end of any  Interest  Period,  by the  Borrower,  (whether as a result of
acceleration  upon default or otherwise),  the Borrower agrees to pay all of the
Bank's costs,  expenses and Interest  Differential (as reasonably  determined by
the  Bank)  incurred  as  a  result  of  such  prepayment.  The  term  "Interest
Differential"  shall mean the sum equal to the  greater  of $0 or the  financial
loss  incurred  by  the  Bank  resulting  from  prepayment,  calculated  as  the
difference  between  the  amount of  interest  the Bank  would  have  earned had
prepayment not occurred and the interest the Bank will actually earn as a result
of the  redeployment  of funds  from the  prepayment.  Due to of the  short-term
nature  of  each  Interest  Period,   the  Borrower  agrees  that  the  Interest
Differential shall not be discounted to its present value.

          2.9 Application of Payments. All payments hereunder and under the Term
Note shall be made to the Bank in immediately available funds and the Bank shall
apply any payments  received from the Company in the following order: (a) First,
to any unpaid fees, charges or expenses owed to Bank related to the Obligations;
(b) Second, to any unpaid accrued interest due on the Term Loan; and (c) Lastly,
to any unpaid principal of the Term Loan.



                                       12
<PAGE>


          2.10 Arrangement  Fee/Closing  Costs. On the Closing Date, the Company
shall pay the Bank:  (a) the  Bank's  costs and  expenses  in  undertaking  this
transaction including the reasonable attorneys fees of Bank's counsel; and (b) a
$20,000 arrangement fee.

                    SECTION 3 REPRESENTATIONS AND WARRANTIES

          In order to induce the Bank to enter into this  Agreement and make and
incur the Obligations as herein provided, Company hereby represents and warrants
to Bank as follows:

          3.1  Organization,   Qualification  and  Subsidiaries.  Company  is  a
corporation  duly organized and validly  existing under the laws of the State of
Wisconsin,  and each  Subsidiary is duly organized and existing in good standing
under the laws of the jurisdiction in which it is incorporated.  The Company and
each Subsidiary has the power and authority and all necessary licenses,  permits
and  franchises  to borrow  hereunder  and to own its  assets  and  conduct  its
business  as  presently  conducted.  The Company  and each  Subsidiary  are duly
licensed  or  qualified  to  do  business  and  are  in  good  standing  in  all
jurisdictions where they are required to be qualified,  except where the failure
to be so qualified would not result in a Material Adverse Effect.  Except as set
forth on Schedule 3.1, the Company does not own,  directly or  indirectly,  more
than 1% of the total  outstanding  shares of any class of  capital  stock of any
other Person,  and the Company is not affiliated  with nor has any investment in
any other company, person, joint venture or other entity.

          3.2  Financial  Statements/Fiscal  Year.  The  pro  forma  and  actual
financial  statements of the Company  delivered to the Bank prior to the Closing
Date are accurate and complete in all material  respects.  The Company's  Fiscal
Year is as provided in Section 1 of the Agreement.

          3.3  Authorization/Consents.   The  making,  execution,  delivery  and
performance of this Agreement and the Related  Documents by the Company has been
duly authorized by all necessary  consents.  The valid  execution,  delivery and
performance  of this  Agreement,  the  Related  Documents  and the  transactions
contemplated  hereby  and  thereby,  are  not and  will  not be  subject  to any
approval,  consent or authorization  of any Government  Authority or third party
except as is set forth in Schedule 3.3. This Agreement and the Related Documents
are the valid and binding  obligations  of the Company  enforceable  against the
Company in accordance with its respective terms.

          3.4  Absence  of  Conflicting  Obligations.   The  making,  execution,
delivery  and  performance  of this  Agreement  and the  Related  Documents  and
compliance with their  respective  terms do not violate or constitute a default,
breach or violation under any  Requirements  of Law or any covenant,  indenture,
deed, lease, contract, agreement, mortgage, deed of trust, note or instrument to
which the Company is a party or by which it is bound.

          3.5 Taxes. The Company has filed all federal, state, foreign and local
tax returns which were required to be filed,  except those returns for which the
due date has been  validly  extended,  except  where  the  failure  to file such
returns would not have a Material Adverse Effect on the Company. The Company has
paid or made  provisions  for the  payment of all taxes,



                                       13
<PAGE>


assessments,  fees and other governmental  charges owed, and no tax deficiencies
have been  threatened  or assessed  against  the Company  except as set forth in
Schedule 3.5.

          3.6 Absence of  Litigation.  There are no pending or, to the knowledge
of the Company, threatened litigation or administrative proceedings at law or in
equity  which  would,  if  adversely  determined,  result in a Material  Adverse
Effect,  and, to the best of the Company's  knowledge  after  diligent  inquiry,
there are no presently  existing facts or  circumstances  likely to give rise to
any such  litigation  or  administrative  proceedings  except as is described in
Schedule 3.6 hereto.

          3.7  Accuracy  of  Information.   All  information,   certificates  or
statements given or made by the Company to the Bank under this Agreement and the
Related Documents were accurate, true and complete in all material respects when
given, continue to be accurate,  true and complete as of the date hereof, and do
not contain any untrue  statement  or omission of a material  fact  necessary to
make the statements herein or therein not misleading.  There is no fact known to
the Company which is not set forth in this Agreement,  the Related  Documents or
other  documents,  certificates  or  statements  furnished  to the Bank by or on
behalf of the Company in connection with the  transactions  contemplated  hereby
and which will, or which in the future may (so far as the Company can reasonably
foresee), cause a Material Adverse Effect.

          3.8 Ownership of Property.  The Company has good and marketable  title
to all of its Property,  except only for Property which is leased or licensed by
the  Company,  with  respect to which the  Company  has a valid and  enforceable
leasehold  title or licensee  title,  as  applicable.  There are no Liens of any
nature on any of the Property  except  Permitted  Liens.  All  Property  that is
useful or necessary in the Company's  business,  whether leased or owned,  is in
good condition,  repair (ordinary wear and tear excepted) and working order and,
to the best of the Company's  knowledge after diligent inquiry,  conforms to all
applicable Requirements of Law, except where such noncompliance would not have a
Material Adverse Effect on the Company. The Company owns (or is licensed to use)
and  possesses  all  such  patents,  trademarks,  trade  names,  service  marks,
copyrights and rights with respect to the foregoing as are reasonably  necessary
for the conduct of the business of the Company as now  conducted and proposed to
be conducted  without,  individually or in the aggregate,  any infringement upon
rights of other Persons.

          3.9 Federal  Reserve  Regulations.  The Company will not,  directly or
indirectly  use any  proceeds of the  Obligations  to: (a) purchase or carry any
"margin  stock"  within the meaning of Regulation U of the Board of Governors of
the Federal  Reserve  System (12 C.F.R.  221, as amended);  (b) extend credit to
other Persons for any such purpose or refund  indebtedness  originally  incurred
for any such  purpose;  or (c)  otherwise  take or permit any action which would
involve a violation  of Section 7 of the  Securities  Exchange  Act of 1934,  as
amended,  or any  regulation  of the Board of Governors  of the Federal  Reserve
System.

          3.10 ERISA.  The  Company and anyone  under  common  control  with the
Company  under  Section  4001(b)  of ERISA  are in  compliance  in all  material
respects  with the  applicable  provisions  of  ERISA  and:  (a) no  "prohibited
transaction"  as defined in Section 406 of ERISA or Section 4975 of the Code has
occurred;  (b) no  "reportable  event" as defined  in Section  4043 of ERISA has
occurred;  (c) no "accumulated  funding deficiency" as defined in Section 302



                                       14
<PAGE>


of ERISA (whether or not waived) has occurred;  (d) there are no unfunded vested
liabilities  of any  Employee  Plan  administered  by the  Company;  and (e) the
Company or the plan sponsor has timely filed all returns and reports required to
be filed for each Employee Plan.

          3.11 Place of  Business.  The  principal  place of business  and chief
executive  office of the Company is located at the address  specified in Section
8.6 for the Company, and the books and records of the Company and all records of
account are located and hereafter shall continue to be located at such principal
places of business and chief executive offices.

          3.12 Other Names. [Intentionally Omitted].

          3.13 Not an Investment Company.  The Company is not (a) an "investment
company" or a company  "controlled by an investment  Company" within the meaning
of the Investment Company Act of 1940, as amended, or (b) a "holding company" or
a "subsidiary" of a "holding company" or an "affiliate of a "holding company" or
a "subsidiary"  of a "holding  company" within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

          3.14 No Defaults.  Except as set forth in Schedule  3.14  hereof,  the
Company is not in default under or in violation of (a) any  Requirements of Law,
(b) any covenant,  indenture,  deed, lease, agreement,  mortgage, deed of trust,
note or other instrument to which the Company is a party or by which the Company
is bound, or to which any Property is subject,  and (c) any Indebtedness;  or if
any default or violation under Sections 3.14(a),  (b) or (c) exists, the failure
to cure such default or violation would not result in a Material Adverse Effect.

          3.15  Environmental  Compliance.  Except as set forth in Schedule 3.15
hereof, the Company and its Subsidiaries, and all of their respective properties
and facilities, have complied at all times and in all respects with all federal,
state,   local  and  regional  statutes,   laws,   ordinances  and  judicial  or
administrative orders, judgments, rulings and regulations relating to protection
of the environment  except, in any such case, where such noncompliance would not
have a Material  Adverse Effect on the Company and its  Subsidiaries  taken as a
whole.

          3.1 Labor Matters. There are no labor disputes between the Company and
any of its employees which  individually  or in the aggregate,  if resolved in a
manner adverse to the Company, would result in a Material Adverse Effect.

          3.17 Restricted Payments. [Intentionally Omitted].

          3.18 Solvency.  The Company is not "insolvent," nor will the Company's
incurrence of the Obligations  render the Company  "insolvent."  For purposes of
this Section  3.18, a company is  "insolvent"  if (i) the "present  fair salable
value" (as  defined  below) of its  assets is less than the amount  that will be
required  to  pay  its  probable  liability  on its  existing  debts  and  other
liabilities  (including  contingent  liabilities)  as they become  absolute  and
matured;  (ii) its property  constitutes  unreasonably  small  capital for it to
carry  out  its  business  as now  conducted  and as  proposed  to be  conducted
including  its capital  needs;  (iii) it intends  to, or believes  that it will,
incur debts  beyond its ability to pay such debts as they  mature  (taking  into
account  the timing and  amounts of cash to be  received by it and amounts to be
payable  on or in  respect  of debt of it),  or the cash  available  to it after
taking into account all of its other anticipated uses of the cash is anticipated
to be  insufficient  to pay all such  amounts  on or in



                                       15
<PAGE>


respect  of its debt when  such  amounts  are  required  to be paid;  or (iv) it
believes  that final  judgments  against it in actions for money damages will be
rendered at a time when, or in an amount such that, it will be unable to satisfy
any such judgments  promptly in accordance with their terms (taking into account
the maximum  reasonable  amount of such  judgments  in any such  actions and the
earliest reasonable time at which such judgments might be rendered), or the cash
available  to it after  taking into  account all other  anticipated  uses of its
cash, is anticipated to be  insufficient  to pay all such judgments  promptly in
accordance  with their terms.  For purposes of this Section 3.18,  the following
terms have the  following  meanings:  (x) the term  "debts"  includes  any legal
liability,  whether  matured  or  unmatured,   liquidated,  absolute,  fixed  or
contingent, (y) the term "present fair salable value" of assets means the amount
which may be realized,  within a reasonable time,  either through  collection or
sale of such  assets at their  regular  market  value and (z) the term  "regular
market  value" means the amount which a capable and diligent  businessman  could
obtain for the property in question  within a reasonable time from an interested
buyer who is willing to purchase under ordinary conditions.

                    SECTION 4 CLOSING AND FUNDING CONDITIONS

          4.1 Initial Closing/Funding  Conditions.  In addition to the terms and
conditions   otherwise  contained  herein  and  in  the  Related  Documents  the
obligation of the Bank to make any Loans  hereunder is  conditioned  on the Bank
receiving, prior to or on the date of the Bank's first extension of credit, each
of the following items in form, detail and content satisfactory to the Bank:

                    (a) the executed Term Note;

                    (b) a legal opinion from in-house or outside  counsel to the
          Company as to the due authorization, execution and performance of this
          Agreement  by the Company  and such other  matters  pertaining  to the
          Company or this  Agreement  as may be required by Bank or its counsel,
          and

                    (c) such  additional  documents and materials as the Bank or
          its counsel may require.

                         SECTION 5 AFFIRMATIVE COVENANTS

          The Company covenants and agrees that, from and after the date of this
Agreement  until the entire  amount of all  Obligations  to the Bank are paid in
full, it shall:

          5.1 Existence;  Compliance With Laws; Maintenance of Business;  Taxes.
(a) Maintain its corporate existence, (b) maintain all licenses, permits, rights
and franchises except where the failure by the Company to maintain such license,
permit,  right or  franchise  would not have a  Material  Adverse  Effect on the
Company; (c) comply in all material respects with all Requirements of Law except
where the  failure by the  Company  to do so would not have a  Material  Adverse
Effect on the Company;  (d) conduct its business  substantially as now conducted
and  proposed to be  conducted  except where the failure by the Company to do so
would not have a Material Adverse Effect on the Company;  and (e) pay before the
same  become  delinquent  and  before  penalties  accrue  thereon,   all  taxes,
assessments and other  government  charges against it and its Property,  and all
other  liabilities  except  to the  extent  and so long as the



                                       16
<PAGE>


same are being contested in good faith by appropriate proceedings, with adequate
reserves  having been provided  except where the failure by the Company to do so
would not have a Material Adverse Effect on the Company.

          5.2 Maintenance of Property; Insurance.

                    (a) Keep and cause each  Subsidiary  to keep its  properties
          (whether  owned or leased)  in good  operating  condition,  repair and
          working order,  except where noncompliance with this section would not
          have a Material  Adverse  Effect on the Company  and its  Subsidiaries
          taken as a whole.

                    (b) Maintain  with good,  reputable  and  financially  sound
          insurance underwriters insurance of such nature and in such amounts as
          is  customarily  maintained by Company  engaged in the same or similar
          business of comparable  size to the Company and its  Subsidiaries  and
          such other insurance as may be required by law or as may be reasonably
          required  in writing by the Bank.  Upon  request of Bank,  the Company
          shall furnish copies of all such  insurance  policies or a certificate
          evidencing that the Company and its Subsidiaries has complied with the
          requirements  of this paragraph on the date hereof and on each renewal
          date of such policies.

          5.3  Financial  Statements.  Provide a copy of this  Agreement  to the
Company's  auditors,  maintain a standard  and modern  system of  accounting  in
accordance  with  sound  accounting  practice,  and  furnish  to the  Bank  such
information  respecting  the  business,  assets and  financial  condition of the
Company  and its  Subsidiaries  as Bank  may  reasonably  request  and,  without
request, furnish to Bank:

                    (a) as soon as  available,  and in any event  within 45 days
          after the end of each Fiscal  Quarter of the  Company's  Fiscal  Year,
          consolidated financial statements including the balance sheets for the
          Company as of the end of each such Fiscal  Quarter and  statements  of
          income of the Company for such Fiscal  Quarter  setting  forth in each
          case, in comparative form,  figures for the  corresponding  periods in
          the preceding  Fiscal Year, all in reasonable  detail and certified as
          true,  correct and  complete,  (subject to review and normal  year-end
          adjustments),  by the  chief  financial  officer  or  chief  executive
          officer of the Company;

                    (b) a Compliance  Certificate  from the Company as set forth
          in Exhibit B hereto for each Fiscal  Quarter  presenting the Company's
          calculation  of the  financial  covenants set forth  therein,  and the
          other  information,  representations  and warranties  required by such
          Compliance  Certificate,  within  45 days  of the  end of such  Fiscal
          Quarter;

                    (c) as soon as  available,  and in any event  within 90 days
          after the close of each Fiscal Year, a copy of the consolidated annual
          audited financial statements of the Company for such year,  containing
          and for the previous  Fiscal Year in  comparative  form, as audited by
          independent   certified  public  accountants  of  recognized  standing
          selected by the Company and  satisfactory  to the Bank,  which  report
          shall  be  accompanied  by  (i)  the   unqualified   opinion  of  such
          accountants  to the  effect  that  the  Financial  Statements  present


                                       17
<PAGE>


          fairly,  in all  material  respects,  the  financial  position  of the
          Company  and  its  Subsidiaries  as of the end of  such  year  and the
          results of their operations and its cash flows for the year then ended
          in  conformity  with  GAAP;  (ii) a  certificate  of such  accountants
          showing  calculation of the financial  covenants  contained herein and
          stating that audit  disclosed no Default or that their audit disclosed
          a Default and  specifying the same and the action taken or proposed to
          be taken with respect thereto;  and (iii) any  supplementary  comments
          and reports submitted by such accountants to the Company including the
          management letter, if any.

All financial statements referred to herein shall be complete and correct in all
material  respects  and  shall  be  prepared  in  reasonable  detail  and  on  a
consolidated  and   consolidating   basis  in  accordance  with  GAAP,   applied
consistently throughout all accounting periods.

          5.4 Inspection of Property and Records/Bank  Audits. At any reasonable
time following  reasonable  notice (and as often as may be reasonably  desired),
permit  representatives  of Bank to visit the  Property  of the  Company and its
Subsidiaries,  examine their books and records and discuss its affairs, finances
and accounts with its officers and independent certified public accountants (who
shall be instructed  by the Company and its  Subsidiaries  to make  available to
Bank or its Bank the work  papers of such  accountants)  and the Company and its
Subsidiaries shall facilitate such inspections and examinations.

          5.5 Use of  Proceeds.  Use the  entire  proceeds  of the Term  Loan to
refinance  $20,000,000  of  the  Company's  existing  unrated  commercial  paper
outstanding on the date hereof.

          5.6 Bank Accounts. [Intentionally Omitted].

          5.7 Comply With,  Pay and  Discharge  All Notes,  Mortgages,  Deeds of
Trust and Leases. Comply with, pay and discharge all existing notes,  mortgages,
deeds of trust,  leases,  indentures and any other  contractual  arrangements to
which the  Company or any of its  Subsidiaries  is a party  (including,  without
limitation,  all  Indebtedness)  in accordance with the respective terms of such
instruments so as to prevent any default  thereunder except where the failure to
do so would not have a Material Adverse Effect on the Company.

          5.8 Environmental Compliance.

          The Company will, and will cause each of its  Subsidiaries  to, comply
in a timely fashion with, or operate pursuant to valid waivers of the provisions
of,  all  Environmental   Laws,   except  where  the  noncompliance   with  such
Environmental  Laws would not have a Material  Adverse Effect on the Company and
its  Subsidiaries  taken  as a whole.  Notwithstanding  the  foregoing,  nothing
contained in this  Agreement,  or in the  enforcement  of this  Agreement or the
Notes,  shall  constitute  or be construed  as granting or providing  the right,
power or  capacity  to the Agent or any of the Banks to  exercise  (a)  decision
making  control  of  the  Company's  or any  Subsidiary's  compliance  with  any
Environmental  Law,  or (b) day to day  decision  making of the  Company  or any
Subsidiary with respect to (i) compliance with Environmental Laws or (ii) all or
substantially all of the operational aspects of the Company or any Subsidiary.



                                       18
<PAGE>


          5.9 Fees and Costs.

                    (a) Pay all fees due Bank  hereunder  or under  the  Related
          Documents  computed  based on the actual  number of days elapsed and a
          year of 360 days. The Bank may debit the Company's primary  depositary
          account with the Bank for all fees and reimbursements when due without
          further notice to or consent of the Company.

                    (b) Pay the Bank all customary  charges for other  financial
          services   provided  to  the  Company  or  its  Subsidiaries  by  Bank
          including,   without  limitation,   wire  transfer  or  other  charges
          pertaining to the transfer of funds.

                    (c) Pay promptly, upon receipt of an invoice, the reasonable
          fees and  expenses  incurred by the Bank after a Default  hereunder in
          connection  with any  inspection  or audit  pursuant  to Section  5.4,
          including,  without  limitation,  travel and  administration  expenses
          incurred by representatives of the Bank.

                    (d) Pay promptly, upon receipt of an invoice, all reasonable
          fees and expenses incurred by the Bank with respect to preparation and
          negotiation  of  this  Agreement,   the  Related  Documents,  and  any
          amendments  thereof  and  supplements  thereto,   including,   without
          limitation,  the  reasonable  fees of in-house and outside  counsel of
          Bank in  connection  with  the  preparation  and  negotiation  of this
          Agreement,  the Related  Documents and all amendments  thereto and any
          waivers of the terms and provisions  thereof and the  consummation  of
          the transactions contemplated herein.

                    (e) Pay promptly, upon receipt of an invoice, all reasonable
          fees and expenses  (including  reasonable  attorneys fees) incurred by
          the Bank as a consequence of a Default by the Company  hereunder,  and
          all  reasonable  fees and expenses  incurred by the Bank in connection
          with any  bankruptcy or other debtor relief  proceeding  involving the
          Company on any of its Subsidiaries.

          5.10  Indemnity.  Indemnify  the  Bank and its  respective  employees,
officers, directors, shareholders, attorneys, successors and assigns against any
and all losses, claims, damages, liabilities,  obligations,  penalties, actions,
judgments,  suits,  costs  and  expenses  of  any  kind  or  nature  whatsoever,
including, without limitation, reasonable attorneys' fees and expenses, incurred
by them arising out of, in any way  connected  with,  or as a result of (a) this
Agreement or the Related  Documents or the transactions  contemplated  hereby or
protection  or  enforcement  of the Bank's  rights  under this  Agreement or the
Related  Documents,  (b) the  execution  and  delivery of this  Agreement by the
Company  and  the  performance  of  the   Obligations,   (c)  any  violation  of
Environmental Laws or any other Requirements of Law by the Company or any of its
Subsidiaries or any of their Property as well as any cost or expense incurred in
remedying  such  violation,  and (d) any  claim,  litigation,  investigation  or
proceedings relating to any of the foregoing or the transactions contemplated by
this Agreement,  whether or not any Bank is a party thereto; provided,  however,
that  such  indemnity  shall  not  apply to any such  losses,  claims,  damages,
liabilities or related  expenses to the extent caused by the willful  misconduct
and/or gross negligence of the Bank.



                                       19
<PAGE>


          5.11  Covenant to Secure Note  Equally.  If Company or any  Subsidiary
shall create or assume any Lien upon any of its property or assets,  whether now
owned or hereafter  acquired,  other than Liens  permitted by the  provisions of
Section 6.3 hereof,  Company will make or cause to be made  effective  provision
whereby the Note will be secured by such Lien  equally and ratably  with any and
all other  Debt  thereby  secured  so long as any such  other  Debt  shall be so
secured.

                          SECTION 6 NEGATIVE COVENANTS

          The Company for itself (and as to each of its Subsidiaries)  covenants
that,  without the prior written  consent of the Bank, it will not, and will not
permit any Subsidiary to, until the Obligations have been paid in full:

          6.1 Current Ratio. Permit the Current Ratio to be less than 1.5 to 1.0
at any time.

          6.2 Consolidated  Funded Debt. Permit the Consolidated  Funded Debt to
exceed fifty percent (50%) of Tangible Capitalization at any time.

          6.3 Liens. Create,  assume or suffer to exist any Lien upon any of its
property or assets, whether now owned or hereafter acquired except the following
liens ("Permitted Liens"):

                    (i)   Liens for  taxes  not  yet  due  or  which  are  being
          actively contested in good faith by appropriate proceedings,

                    (ii)  other Liens incidental  to the conduct of its business
          or the ownership of its property and assets which were not incurred in
          connection with the borrowing of money or the obtaining of advances or
          credit, and which do not in the aggregate  materially detract from the
          value of its property or assets or  materially  impair the use thereof
          in the operation of its business,

                    (iii) Liens on property or assets of a Subsidiary  to secure
          obligations of such Subsidiary to the Company or another Subsidiary,

                    (iv)  Liens securing  Debt  existing on any  property of any
          corporation at the time it becomes a Subsidiary,  or existing prior to
          the time of acquisition  upon any property  acquired by the Company or
          any Subsidiary through purchase, merger or consolidation or otherwise,
          whether or not  expressly  assumed by the Company or such  Subsidiary,
          provided that (a) such Lien shall not have been  created,  incurred or
          assumed in  contemplation of such purchase,  merger,  consolidation or
          other  event,  (b) even  such  Lien  shall be  confined  solely to the
          item(s) of property  so  acquired,  (c) the Debt  secured by such Lien
          shall not be  renewed,  extended  or  refunded  and (d) the  aggregate
          amount of Debt  secured  by all such Liens at no time  exceeds  25% of
          Consolidated Tangible Net Worth, and

                    (v)   other Liens securing Debt, provided that the aggregate
          amount of Debt  secured by all such Liens  shall at no time exceed 10%
          of Consolidated  Tangible Net Worth,



                                       20
<PAGE>


          provided  that Priority Debt shall at no time exceed the lesser of (a)
          25% of  Consolidated  Tangible  Net Worth and (b) 10% of  Consolidated
          Tangible Net Worth plus Debt described in clause (iv), above;

          6.4 Debt. Create, incur, assume or suffer to exist any Debt, except

                    (i)   Debt  represented  by  the Term  Note and  outstanding
          under that certain $100,000,000 Credit Agreement,

                    (ii)  Debt  of any  Subsidiary  to the  Company  or  another
          Subsidiary, and

                    (iii) additional  Debt  of  the  Company  (other  than  to a
          Subsidiary) and of its  Subsidiaries,  provided that (a)  Consolidated
          Funded Debt shall at no time exceed an amount equal to 50% of Tangible
          Capitalization  and (b)  Priority  Debt  shall at no time  exceed  the
          lesser  of (1) 25% of  Consolidated  Tangible  Net Worth or (2) 10% of
          Consolidated  Tangible Net Worth plus Debt described in clause (iv) of
          Section 6.3 hereof;

          6.5 Loans,  Advances  and  Investments.   Make  or  permit  to  remain
outstanding  any loan or advance  to, or own,  purchase  or  acquire  any stock,
obligations  or  securities  of, or any other  interest  in, or make any capital
contribution to, any Person, except:

                    (i)   make or permit to remain outstanding loans or advances
          to any Subsidiary,

                    (ii)  own,   purchase  or  acquire  stock   obligations   or
          securities of a Subsidiary or of a Person which immediately after such
          purchase or acquisition will be a Subsidiary,

                    (iii) acquire  and  own  stock,  obligations  or  securities
          received in  settlement  of debts  (created in the ordinary  course of
          business) owing to the Company or any Subsidiary,

                    (iv)  own, purchase or acquire (a) direct obligations of, or
          obligations  guaranteed by, the United States of America, (b) banker's
          acceptances,  certificates  of deposit and repurchase  agreements with
          respect  to same,  in each case due  within  one year from the date of
          purchase issued by a commercial  bank located and  incorporated in the
          United  States or Canada  with  capital  and  surplus of at least $100
          million (U.S.) and (c) commercial paper rated P-1 by Moody's Investors
          Service, Inc. or A-1 by Standard & Poor's Corporation and maturing not
          more than one year from the date of purchase thereof,

                    (v)   own, purchase  or acquire  other obligations  maturing
          not more than 90 days from the date of purchase thereof rated "AAA" by
          Standard and Poor's Corporation or "Aaa" by Moody's Investors Service,
          Inc.,



                                       21
<PAGE>


                    (vi)  make or permit to remain outstanding  travel and other
          like advances to officers and employees of the Company or a Subsidiary
          in the ordinary course of business, and

                    (vii) make other  loans,  advances  and  investments  not to
          exceed 5% of Consolidated Tangible Net Worth at any time;

          6.6 Sale of Stock and Debt of Subsidiaries.  Sell or otherwise dispose
of, or part with  control  of,  any  shares of stock or Debt of any  Subsidiary,
except (a) to the Company or another Subsidiary, or (b) shares of stock and Debt
of any  Subsidiary  at the time  owned by or owed to the  Company  if sold as an
entirety for a consideration  which  represents the fair value (as determined in
good faith by the Board of  Directors of the Company) at the time of sale of the
shares of stock and Debt so sold;  provided that such sale or other  disposition
is  treated as a  transfer  of assets of such  Subsidiary  and is  permitted  by
Section 6.8 hereof at the time of such sale or disposition.

          6.7 Merger and  Consolidation.  Merge or consolidate  with or into any
other Person, except that:

                    (i)   any Subsidiary may merge  or consolidate  with or into
          the Company, provided that the Company is the continuing or  surviving
          corporation,

                    (ii) any Subsidiary  may merge or  consolidate  with or into
          another Subsidiary provided that no Default or Event of Default exists
          or would exist immediately after giving effect thereto, and

                    (iii) the  Company may merge or  consolidate  with any other
          corporation,  provided that (a) the Company shall be the continuing or
          surviving  corporation,  and (b) no Default or Event of Default exists
          or would exist immediately after giving effect thereto;

          6.8 Transfer of Assets. Transfer any of its assets except that:

                    (i)   any Subsidiary may transfer assets to the Company,

                    (ii)  the Company or  any Subsidiary  may sell  inventory in
          the ordinary course of business, and

                    (iii) the Company or any Subsidiary  may otherwise  transfer
          assets,  provided that such  transfers of assets shall not exceed,  on
          the basis of the book value thereof, $15,000,000 in any fiscal year of
          the Company.

          6.9 Sale or Discount of Receivables.  Sell with recourse,  pledge,  or
discount  or  otherwise  sell for less than the face value  thereof,  any of its
notes or accounts receivable;

          6.10 Related Party  Transactions.  Directly or  indirectly,  purchase,
acquire or lease any Property from, or sell,  transfer or lease any Property to,
or  otherwise  deal with,  in the



                                       22
<PAGE>


ordinary  course of business or otherwise any Related  Party;  provided that the
foregoing  shall not prohibit any transaction in the ordinary course of business
with a Related  Party on terms no less  favorable to the Company or a Subsidiary
than if no such Related Party relationship existed;

          6.11 Margin  Securities.  Permit  the  aggregate  market  value of all
"margin stock",  as defined under  Regulation U of the Board of Governors of the
Federal Reserve Board,  owned by the Company and its Subsidiaries at any time to
be greater than 25% of the value of the  consolidated  assets of the Company and
its Subsidiaries, as determined by any reasonable method; or

                         SECTION 7 DEFAULT AND REMEDIES

          7.1 Events of Default Defined.  Any one or more of the following shall
constitute an "Event of Default":

                    (a) the Company shall fail to pay any  Obligation  hereunder
          (including,  without limitation, any payments due on the Term Loan and
          the payments  required  Section 5.9) when and as the same shall become
          due, which default shall remain uncured for a period of ten (10) Days;

                    (b) the Company  shall fail to observe or perform any of the
          covenants, agreements or conditions contained in Sections 5.2(b), 5.4,
          5.7,  5.9 or any  provision of Section 6, which  Default  shall remain
          uncured for a period of ten (10) Days;

                    (c) the Company  shall fail to observe or perform any of the
          other covenants,  agreements or conditions contained in this Agreement
          or the Related  Documents and such failure  shall  continue for thirty
          (30) days after the  earlier  of the  Company's  knowledge  thereof or
          written notice thereof is given by the Bank to the Company's,  or such
          longer  period,  if any,  which the Bank may specify in such notice in
          its sole discretion;

                    (d)  the  Company  or  any  Subsidiary   shall  default  (as
          principal  or  otherwise)  in the  payment  of any other  Indebtedness
          aggregating $5,000,000 or more, or default in any of the provisions of
          any agreement(s) evidencing such Indebtedness,  and such default shall
          continue  beyond  any  period  of  grace,  if any,  specified  in such
          agreement;

                    (e) any  representation  or  warranty  made  by the  Company
          herein  or in any  of the  Related  Documents  or in any  certificate,
          document  or  financial  statement  delivered  by the  Company  or any
          Subsidiary  to any Bank  shall  prove to have  been  incorrect  in any
          material respect as of the time when made or given;

                    (f) a final  judgment  (or  judgments)  for the  payment  of
          amounts  aggregating in excess of $1,000,000  shall be entered against
          the Company or any Subsidiary  and such judgment (or judgments)  shall
          remain outstanding and unsatisfied,  unbonded or unstayed after thirty
          days  from the date of  entry  thereof  or not  subject  to  insurance
          coverage;



                                       23
<PAGE>


                    (g) the  Company  or any  Material  Subsidiary  (as  defined
          above)  shall (i) become  insolvent or take or fail to take any action
          which  constitutes  an admission of inability to pay its debts as they
          mature;  (ii) make an assignment  for the benefit of creditors;  (iii)
          petition or apply to any tribunal for the  appointment of a custodian,
          receiver or any trustee for the Company or any Material  Subsidiary or
          a  substantial  part of its  respective  assets;  (iv) suffer any such
          custodianship,  receivership  or trusteeship to continue  undischarged
          for a period of 60 days or more; (v) commence any proceeding under any
          bankruptcy,   reorganization,   arrangement,   readjustment  of  debt,
          dissolution or liquidation law or statute of any jurisdiction, whether
          now or hereafter in effect;  (vi) by any act or omission  indicate its
          consent  to,  approval  of  or  acquiescence  in  any  such  petition,
          application or proceeding or order for relief or the  appointment of a
          custodian,  receiver or any trustee for its or any substantial part of
          any of its properties; or adopts a plan of liquidation of its assets;

                    (h) the  Company  shall be  declared  in  default  under the
          $100,000,000 Credit Agreement; or

                    (i) this Agreement or any of the Related  Documents shall at
          any time cease to be in full force and effect,  or the  Company  shall
          contest  or deny any  liability  or  obligation  under,  or attempt to
          revoke or terminate,  any  provision of this  Agreement or any Related
          Document.

          7.2 Remedies Upon Event of Default.  Upon the  occurrence and during a
continuance of an Event of Default:

                    (a) As specified in clause (g) of Section 7.1, then, without
          presentment,  notice, demand or action of any kind by the Bank, all of
          which are hereby waived; the entire amount of the Obligations shall be
          automatically accelerated and immediately due and payable.

                    (b) As specified in clauses (a),  (b),  (c),  (d), (e), (f),
          (h) or (i) of Section  7.1, the Bank may,  upon written  notice to the
          Company  declare  the  entire  amount of the  Obligations  immediately
          accelerated, due and payable.

                    (c) the  Bank  may at any  time,  without  prior  notice  or
          demand,  set off  against  any credit  balance  or other  money now or
          hereafter owed to the Company the Company's Obligations hereunder.

                    (d) the Bank  may  exercise  all of the  others  rights  and
          remedies  provided to the Bank by this Agreement and the other Related
          Documents,  and all rights and remedies provided by law and in equity,
          by statute or otherwise,  and no remedy herein conferred upon the Bank
          or the Bank is intended to be  exclusive of any other right and remedy
          and each right and remedy shall be cumulative and shall be in addition
          to every other remedy given hereunder or now or hereafter  existing at
          law,  in equity,  by statute or  otherwise.  In addition to and not in
          lieu of any other right or remedy the Bank might have, the Bank at any
          time may (but shall not be  required  to) do or perform or cause to be
          done or  performed  anything  which the  Company  is  required  to do,
          perform or



                                       24
<PAGE>


          comply hereunder, and the Company shall reimburse the Bank upon demand
          for any cost or  expense  which  the Bank may  incur in such  respect,
          together  with  interest  thereon at the Default  Rate.  No failure or
          delay on the  part of the  Bank in  exercising  any  right  or  remedy
          hereunder  shall  operate as a waiver  thereof nor shall any single or
          partial exercise of any right hereunder  preclude any further exercise
          thereof or the  exercise  of any other  right or remedy.  The  Company
          hereby grants to the Bank a security  interest in and Lien on any such
          credit balance or other money.

                             SECTION 8 MISCELLANEOUS

          8.1 Assignability;  Successors. The provisions of this Agreement shall
inure to the benefit of and be binding upon the permitted successors and assigns
of the parties hereto. The Company's rights and liabilities under this Agreement
and the Related  Documents  are not  assignable  in whole or in part without the
prior written consent of the Bank.

          8.2 Survival. All indemnity and reimbursement  obligations made herein
and in the Related Documents shall survive the termination of this Agreement and
the Related Documents and the satisfaction of the Obligations.

          8.3 Governing Law. This Agreement and the Related  Documents  shall be
governed by the  internal  laws of the State of  Wisconsin.  The parties  hereto
acknowledge  that this  Agreement and the Related  Documents were all negotiated
with the  assistance  of counsel  and,  accordingly,  such laws shall be applied
without reference to any rules of construction regarding the draftsman hereof.

          8.4  Counterparts;  Headings;  Construction.  This  Agreement  may  be
executed in several counterparts, each of which shall be deemed an original, but
such counterparts shall together constitute but one and the same agreement.

          8.5 Entire  Agreement.  This  Agreement,  the Exhibits  and  Schedules
attached hereto,  and the Related Documents contain the entire  understanding of
the parties with respect to the subject matter  hereof,  and supersede all other
understandings,  oral or written,  with respect to the subject matter hereof. No
provision of this Agreement or the Related Documents may be waived,  modified or
supplemented in any manner without the prior written consent of the parties.

          8.6 Notices.  All  communications  or notices required or permitted by
this  Agreement  shall be in  writing  and shall be deemed to have been given or
made when  delivered  in hand,  deposited  in the mail,  or sent by facsimile or
express mail service. Communications or notices shall be delivered personally or
by certified or registered mail, postage prepaid,  or by facsimile and addressed
as  follows,  (unless and until  either of such  parties  notifies  the other in
accordance with this section of a change of address):



          if to the Company:        Banta Corporation
                                    225 Main Street
                                    Box 8003
                                    Menasha, Wisconsin 54952




                                       25
<PAGE>


                                    Attn:  Gerald A. Henseler
                                    FAX: (920) 751-7790

          with a copy to:           Banta Corporation
                                    225 Main Street
                                    Box 8003
                                    Menasha, Wisconsin 54952
                                    Attn: Ronald Kneezel, General Counsel
                                    FAX: (920) 751-7792

          if to the Bank:           Firstar Bank, N.A.
                                    777 East Wisconsin Avenue
                                    Milwaukee, WI  53202
                                    Attn: Jeffrey Janza
                                    FAX (414) 765-4632

          with copy to:             Michael Best & Friedrich LLP
                                    100 East Wisconsin, Suite 3300
                                    Milwaukee, WI 53202-4108
                                    Attn:  Gilbert L. Southwell, III
                                    FAX (414) 277-0656

          8.7 Severability.  Whenever possible, each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining provisions of this Agreement.

          8.8 Further  Assurances.  The Company  agrees (and agrees to cause its
Subsidiaries)  to do such  further  acts and things,  and to execute and deliver
such additional conveyances,  assignments,  agreements and instruments,  as Bank
may at any time  reasonably  request in connection  with the  administration  or
enforcement of this Agreement or the Related Documents.

          8.9  Conflicts  and  Ambiguities.  In the  event of any  ambiguity  or
conflict as between the terms of this  Agreement,  the Related  Documents or any
other document executed and delivered pursuant to this Agreement, such conflicts
shall be  interpreted  in a manner so as to provide  the Bank with the  greatest
rights and remedies vis-a-vis the Company.

          8.10  Submission  to  Jurisdiction.  The Bank may  enforce  any  claim
arising out of this  Agreement or the Related  Documents in any state or federal
court having subject matter  jurisdiction  and located in Milwaukee,  Wisconsin.
For the purpose of any action or proceeding  instituted with respect to any such
claim, the Company hereby  irrevocably  submits to the personal  jurisdiction of
such  courts.  Nothing  herein  contained  shall affect the right of the Bank to
serve  process in any other  manner  permitted  by law or preclude the Bank from
bringing an action or proceeding in respect hereof in any other  country,  state
or place having  jurisdiction over such action.  The Company hereby  irrevocably
waives,  to the fullest extent  permitted by law, any



                                       26
<PAGE>


objection  which it may now or hereafter  have to the laying of the venue of any
such  suit,  action or  proceeding  brought in any court  located in  Milwaukee,
Wisconsin and any claim that any such suit, action or proceeding brought in such
a court has been brought in an inconvenient forum.

          8.11 Waiver of Jury Trial.  Each party hereto  knowingly,  voluntarily
and  without  coercion,  waives  all  rights to a trial by jury of all  disputes
arising out of or in relation to (a) this  Agreement or any Related  Document to
which it is a party, or under any amendment,  instrument,  document or agreement
delivered or which may in the future be delivered in connection  therewith,  (b)
arising from any relationship  existing in connection with this Agreement or and
any  Related  Document,  or (c) any past or future  act,  conduct or omission in
connection  with this  Agreement,  the  Related  Documents  or any  relationship
created thereby.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

                                           COMPANY:

                                           BANTA CORPORATION


                                           By:  /s/  Gerald A. Henseler
                                              ----------------------------------
                                                Gerald A. Henseler,
                                                Executive Vice President and
                                                Chief Financial Officer

                                           BANK:

                                           FIRSTAR BANK, N.A.


                                           By:  /s/  Jeffrey Janza
                                              ----------------------------------
                                                Jeffrey Janza, Vice President



                                       27
<PAGE>


                                    TERM NOTE


$20,000,000                                                 Milwaukee, Wisconsin
                                                                  March 10, 2000

          FOR VALUE RECEIVED, BANTA CORPORATION,  a Wisconsin corporation,  (the
"Company"),  promises to pay to the order of FIRSTAR BANK, NATIONAL  ASSOCIATION
(the "Bank") at the main office of Bank in Milwaukee, Wisconsin or at such other
place as the Bank may from time to time in writing designate, in good funds, the
principal sum of Twenty Million Dollars ($20,000,000)  together with interest as
provided  herein  and all other  costs,  charges  and fees due under the  Credit
Agreement of even date  herewith (the "Credit  Agreement")  between Bank and the
Company. Capitalized terms not defined in this Term Note shall have the meanings
ascribed thereto in the Credit Agreement.

          This Term Note ("Note") evidences  indebtedness incurred under, and is
entitled  to the  benefits  of,  and is  subject  to the  Credit  Agreement  (as
amended),  including  Section  2.1 of the Credit  Agreement  and those  sections
governing  payment and  acceleration  of this Note. In the event of any conflict
between the terms of this Note and the Credit  Agreement,  the Credit  Agreement
shall control.

          Prior to an Event of Default,  and except as otherwise provided in the
Credit  Agreement  or  herein,  this Note  shall  bear  interest  on the  unpaid
principal  balance  before  maturity  (whether  upon  demand,   acceleration  or
otherwise)  at the one,  two,  three or six month LIBOR  Index Rate  selected in
writing by Company from time to time plus 85 basis  points  (each such  selected
rate a "LIBOR  Rate")  for the  corresponding  Interest  Period so long as LIBOR
Loans are available for this Note under the Credit Agreement or herein. Interest
shall be computed  based on the actual  number of days elapsed and a year of 360
days.  Subject  to the  provisions  of the  Credit  Agreement  with  respect  to
acceleration and prepayment, the entire principal balance of this Note, together
with accrued  interest and all other accrued costs,  charges and fees,  shall be
due and payable in full on March 10, 2003.  Amounts paid or prepaid on this Note
may  not be  reborrowed.  Subject  to the  provisions  of the  Credit  Agreement
regarding LIBOR Loans, the Company may, from time to time and without premium or
penalty, prepay the unpaid principal balance of this Note.

          Prior to an Event of Default,  and except as otherwise provided in the
Credit  Agreement or herein,  interest on the unpaid principal of any LIBOR Loan
shall be paid at the end of each  Interest  Period  provided  that, if any LIBOR
Loan is based on a six month Interest  Period,  accrued interest shall be due at
the end of the  third  month  of such  Interest  Period,  and at the end of such
Interest  Period.  During  any time  that  interest  on the Term  Loan  shall be
calculated  with  reference to the Floating Rate,  accrued  interest on the Term
Loan  shall  be due and  payable  monthly  commencing  on the  first  day of the
subsequent month and on the first day of each month thereafter.

          In the event the  Company  does not  select in writing a LIBOR Rate at
least two  Business  Days  prior to  expiration  of the then  existing  Interest
Period,  the  Floating  Rate shall apply until the Company  selects in writing a
LIBOR Rate upon such two (2) Business  Days prior  written



                                       28
<PAGE>


notice to Bank. The Bank's internal  records of applicable  interest rates shall
be  determinative  in the  absence of  manifest  error.  Each LIBOR Rate  option
selected  shall  apply to the entire  outstanding  principal  amount of the Term
Loan.  For  determining  time and  payment  dates for LIBOR  Loans,  the  London
business day shall be standard convention.

          If a LIBOR Loan is prepaid prior to the end of any Interest  Period by
the Company,  (whether as a result of  acceleration  upon default or otherwise),
the  Company  agrees  to pay all of the  Bank's  costs,  expenses  and  Interest
Differential (as reasonably determined by the Bank) incurred as a result of such
prepayment.  The term  "Interest  Differential"  shall mean the sum equal to the
greater  of $0 or the  financial  loss  incurred  by  the  Bank  resulting  from
prepayment, calculated as the difference between the amount of interest the Bank
would have earned had  prepayment  not  occurred  and the interest the Bank will
actually earn as a result of the redeployment of funds from the prepayment.  Due
to of the short-term nature of each Interest Period, the Company agrees that the
Interest Differential shall not be discounted to its present value.

          The Company  hereby  agrees to pay all costs and expenses  incurred by
the Bank, including reasonable  attorneys' fees and legal expenses, in enforcing
its rights under this Note as are specified in the Credit Agreement.

          This Note is issued in and shall be  governed by the laws of the State
of Wisconsin.

          No delay or omission on the part of the Bank in  exercising  any right
hereunder  shall  operate as a waiver of such right or of any other remedy under
this Note.  A waiver on any one  occasion  shall not be construed as a waiver of
any such right or remedy on a future occasion.


                                      BANTA CORPORATION


                                      By:  /s/  Gerald A. Henseler
                                         ---------------------------------------
                                           Gerald A. Henseler, Executive Vice
                                           President and Chief Financial Officer



                                       29