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                        RECEIVABLES PURCHASE AGREEMENT


THIS RECEIVABLES PURCHASE AGREEMENT (this "Agreement") dated as of February 26,
                                           ---------
2001 is entered into by and between WEC COMPANY, a Delaware corporation
("Seller") and CAPITAL FINANCE LLC, a Delaware limited liability company
  ------
("Capital").  In consideration of the mutual covenants and agreements contained
  -------
herein, Seller and Capital hereby agree as follows:

                    SECTION 1. DEFINITIONS AND CONSTRUCTION

1.1  Definitions.  The following definitions shall apply throughout this
     -----------
     Agreement:

     "Account Debtor" means the person or entity which is obligated on a
     Receivable.

     "Affiliate" means with respect to any person or entity in question, any
     other person or entity owned or controlled by, or which owns or controls or
     is under common control or is otherwise affiliated with such person or
     entity in question.

     "Debenture Indenture" means the Debenture Indenture dated July 28, 1999
     among Woods Equipment Company, as issuer, and United States Trust Company
     of Texas, N.A., as trustee.

     "Disputed Accounts" has the meaning given it in Subsection 8.2.
                                                     --------------

     "Environmental Laws" means any and all federal, state and local laws,
     regulations, rules, orders, licenses, agreements or other governmental
     restrictions relating to the environment or to emissions, discharges or
     releases of pollutants or industrial, toxic or hazardous substances into
     the environment, or otherwise relating to the manufacture, processing,
     treatment, transport or handling of pollutants or industrial, toxic or
     hazardous substances.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, together with all rules and regulations
     promulgated with respect thereto.

     "ERISA Plan" means any pension benefit plan subject to Title IV of ERISA
     maintained by Seller or any Affiliate thereof with respect to which Seller
     or any Affiliate has a fixed or contingent liability.

     "Event of Default" has the meaning given it in Section 12.
                                                    ----------

     "GAAP" means those generally accepted accounting principles and practices
     which are recognized as such by the Financial Accounting Standards Board
     (or any generally recognized successor), consistently applied throughout
     the period involved.

     "Indemnified Claims" means any and all claims, demands, actions, causes of
     action, judgments, suits, liabilities, obligations, losses, damages and
     consequential damages, penalties, fines, costs, fees, expenses and
     disbursements (including without limitation, fees and expenses of attorneys
     and other professional consultants and experts in connection with any
     investigation or defense) of every kind or nature, known or unknown,
     existing or hereafter arising, foreseeable or unforeseeable, which may be
     imposed upon, threatened or asserted against or incurred or paid by any
     Indemnified Person at any time and from time to time, because of or
     resulting from, in connection with or in any way relating to or arising out
     of the purchase of any Account hereunder or any other transaction, act,
     omission, event or circumstance in any way connected with or contemplated
     by this Agreement or the other Purchase Documents or any action taken or
     omitted by any such Indemnified Person under or in connection with any of
     the foregoing (including but not limited to any investigation, litigation,
     proceeding, enforcement of Capital's rights or defense of Capital's actions
     related to or arising out of this Agreement, the other Purchase Documents,
     or the Account Payments or use of the proceeds thereof), whether or not any
     Indemnified Person is a party hereto; provided, however, the term
     "Indemnified Claims" shall not include losses incurred by Capital from the
     financial inability of the Account Debtors to pay Accounts.

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     "Indemnified Persons" shall collectively mean Capital and its officers,
     directors, shareholders, employees, representatives, agents, Affiliates,
     successors and assigns.

     "Intecreditor Agreement" means an Intercreditor Agreement, dated as of the
     date hereof, between Capital and Fleet Capital Corporation, as Agent for
     certain lenders.

     "Invoices and Related Data" has the meaning given it in Subsection 8.6.
                                                             --------------

     "Net Amount" means the gross face amount payable pursuant to the invoice of
     a Sold Receivable less all permitted discounts, deductions and allowances.

     "Notes Indenture" means the Notes Indenture dated July 28, 1999, among the
     Seller, as issuer, Woods Equipment Company, as guarantor, and United States
     Trust Company of New York, as trustee.

     "Purchase Documents" means this Agreement and the documents, agreements and
     instruments required by Capital to be executed and delivered in connection
     herewith (including, without limitation, the Put Agreement and the
     Intercreditor Agreement).

     "Purchase Price" has the meaning given it in Subsection 2.2.
                                                  --------------

     "Put Agreement" means that certain Receivables Put Agreement dated of even
     date herewith between Capital and Madison Dearborn Capital Partners II,
     L.P.

     "Receivables" means all "accounts", "general intangibles" and "chattel
     paper", as defined in the UCC, and all other right of Seller to payment for
     goods sold or leased or for services rendered which are not evidenced by a
     promissory note, whether now existing or hereafter created or arising.

     "Receivables Sale Date" means the effective date of the sale of the Sold
     Receivables to Capital hereunder.

     "Remittance Addresses" means P.O. Box 99779, Chicago* Illinois 60690-7579,
     P.O. Box 64361, St. Paul, Minnesota 55164-0361, P.O. Box 440, Schofield,
     Wisconsin 54476-0440, P.O. Box 7160, Department 48, Indianapolis, Indiana
     46207-7160 and P.O. Box 99425, Chicago, Illinois 60654

     "Sale Assignment" means the Sale Assignment in the form attached hereto as

     Schedule A duly executed by an authorized officer of Seller.
     ----------

     "Sold Receivables" means the Receivables sold, absolutely assigned and
     conveyed by Seller to Capital hereunder which are particularly described on
     Exhibit A to the Sale Assignment.

     "UCC" means the Uniform Commercial Code as in effect in the State of New
     York, as amended from time to time.

1.2  Construction.  Terms defined in the UCC which are used and not otherwise
     defined herein shall have the meanings given them in the UCC.  The terms
     defined in this Agreement which refer to a particular agreement, instrument
     or document also refer to and include all renewals, extensions and
     modifications of such agreement, instrument or document.  All addenda,
     exhibits and schedules attached to this Agreement are a part hereof for all
     purposes.  Words in the singular form shall be construed to include the
     plural and vice versa, unless the context otherwise requires.

                        SECTION 2. SALE OF RECEIVABLES

2.1  Sale of Accounts.  Seller hereby sells, transfers, absolutely assigns and
     otherwise conveys to Capital (as a sale by Seller and a purchase by
     Capital, rather than a pledge of collateral), without recourse to Seller,
     all right, title, and interest of Seller in and to (a) the Sold
     Receivables, (b) all books and records (including electronic media or
     software) to the extent relating to the Sold Receivables, (c) all related
     rights (but not obligations) of Seller with respect thereto, including all
     contract rights, guarantees, letters of credit, liens in favor of Seller,
     collateral,

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     insurance and other agreements and arrangements of whatever character from
     time to time to the extent supporting or securing payment of the Sold
     Receivables, (d) all of the Invoices and Related Data (as defined in
     Subsection 5.5) with respect to the Sold Receivables, (e) all right, title
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     and interest of Seller in any related goods, including Seller's rights and
     remedies of an unpaid seller or lessor under Article 2, Part 7 of the UCC
     (including, without limitation, recission, replevin, reclamation,
     repossession and stoppage in transit) relating to the Sold Receivables, and
     all returned, reclaimed or repossessed goods relating to the Sold
     Receivables, and (f) all cash and non-cash proceeds of the foregoing. The
     Sold Receivables are sold to Capital without recourse to Seller; provided,
                                                                      --------
     however, nothing contained herein shall be construed to relieve Seller from
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     liability herein from any breach by Seller of any representation, warranty
     or agreement contained herein. The foregoing sale, transfer, assignment and
     conveyance does not constitute and is not intended to result in an
     assumption by Capital of any obligation of Seller or any other person in
     connection with the Sold Receivables, or related rights under any agreement
     or instrument relating thereto. Seller agrees to promptly execute and
     deliver such bills of sale, assignments, letters of credit, notices of
     assignment, financing statements (including continuation statements) under
     the UCC and other documents, and make such entries and markings in its
     books and records, and to take all such other actions (including the
     negotiation, assignment or transfer of negotiable documents, letters of
     credit or other instruments) as Capital may request to further evidence or
     protect the sale and assignments of the Sold Receivables and related rights
     to Capital hereunder, as well as Capital's interest in any returned goods.

2.2  Purchase Price.  Capital shall pay $10,000,000 (the "Purchase Price") to
                                                          --------------
     Seller in consideration for purchasing the Sold Receivables, such amount
     being payable by Capital to Seller on the Receivables Sale Date.

                        SECTION 3. CONDITIONS PRECEDENT

3.1  Conditions Precedent.  Capital's obligation hereunder to purchase the Sold
     Receivables or pay the Purchase Price for the purchase of the Sold
     Receivables under the terms and conditions of this Agreement shall be
     subject to the conditions precedent that as of the date of any such
     purchase or payment and after giving effect thereto: (i) Capital has
     received this Agreement, the Put Agreement and all other Purchase Documents
     which have all been appropriately executed by Seller and all other proper
     parties (including, without limitation, the Sale Assignment); (ii) all
     representations and warranties made in this Agreement and the other
     Purchase Documents are true on and as of the date of such purchase; (iii)
     no Event of Default, or an event with which the passage of time or the
     giving of notice, or both, shall become an Event of Default, has occurred
     hereunder or under any of the other Purchase Documents; (iv) there has been
     no material adverse change in Seller's financial condition or its business
     since the date of the most recent financial statements of Seller supplied
     to Capital; (v) Capital shall have received a legal opinion from Reed Smith
     Shaw & McClay LLP, as legal counsel for Seller, and from Kirkland & Ellis,
     as legal counsel for Madison Dearborn Capital Partners II, L.P.,
     satisfactory to Capital which covers such matters incident to the
     transactions contemplated by this Agreement, the other Purchase Documents
     and the Put Agreement as Capital may require; (vi) Capital shall have
     entered into the Intercreditor Agreement with Fleet Capital Corporation, as
     Agent for certain lenders; and (vii) Capital shall have received all fees
     and expenses owing hereunder.

                         SECTION 4. EXPENSES AND TAXES

4.1  Attorneys' Fees.  Seller agrees to pay or reimburse Capital upon demand for
     all reasonable attorneys' fees, court costs and other actual, direct and
     reasonable expenses incurred by Capital (whether or not litigation is
     commenced or judgment issued, and if litigation is commenced whether at
     trial or any appellate level) in preparation, negotiation, and enforcement
     of this Agreement and protecting or enforcing its ownership interest in the
     Sold Receivables.

4.2  Expenses. Capital shall be entitled to reimbursement upon demand for all
     reasonable out of pocket expenses (including, without limitation, all due
     diligence expenses) incurred by Capital in the course of performing its
     functions with respect to this Agreement.

4.3  Taxes.  All taxes and governmental charges of any kind imposed with respect
     to the sale of goods or rendering of services relating to the Sold
     Receivables shall remain for the account of, and be paid by, Seller.

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              SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Capital as of the date hereof as follows:

5.1  Existence.  Seller is a corporation duly organized, validly existing and in
     good standing under the laws of the state of its incorporation and is
     qualified and authorized to do business and is in good standing in all
     states in which such qualification and good standing are necessary.  Seller
     has all requisite power and authority to execute this Agreement and the
     other Purchase Documents to which Seller is a party.

5.2  No Violation.  The execution, delivery and performance by Seller of this
     Agreement and the other Purchase Documents to which Seller is a party do
     not and will not constitute a violation of any applicable law or of
     Seller's articles or certificate of incorporation or bylaws or any material
     breach of any other document, agreement or instrument to which Seller is a
     party or by which Seller is bound.

5.3  Binding Obligations.  The execution, delivery and performance of the
     Agreement and the other Purchase Documents to which Seller is a party have
     been duly authorized by all necessary corporate action by Seller and
     constitute legal, valid and binding obligations of Seller enforceable
     against Seller in accordance with their respective terms, except as may be
     limited by bankruptcy, insolvency or similar laws of general application
     relating to the enforcement of creditors' rights and except to the extent
     specific remedies may generally be limited by equitable principles.

5.4  Chief Executive Office.  The address set forth below Seller's signature
     hereon is Seller's chief executive office and principal place of business
     and all other business locations of Seller are identified on Schedule 5.4
                                                                  ------------
     attached hereto.

5.5  [Intentionally Omitted].

5.6  True and Correct Information.  All information provided by Seller to
     Capital during its evaluation of the transactions anticipated by and in
     connection with this Agreement, including applications, reports, financial
     statements, and the statements made therein were true and correct at the
     time made and remain true and correct at the time that this Agreement is
     executed.

5.7  Taxes.  Seller has filed all federal, state and local tax reports and
     returns required by any law or regulation to be filed by it and has either
     duly paid all taxes, duties and charges indicated due on the basis of such
     returns and reports, or made adequate provision for the payment thereof,
     and the assessment of any material amount of additional taxes in excess of
     those paid and reported is not reasonably expected.  There is no tax lien
     notice against Seller presently on file, judgment entered against Seller or
     levy on or attachment of its property outstanding or reasonably
     anticipated.

5.8  Full Disclosure.  There is no fact which Seller has not disclosed to
     Capital in writing which could materially adversely affect the Sold
     Receivables, or which is necessary to be disclosed in order to keep any of
     the representations and warranties contained herein or in any other
     Purchase Document from being misleading.

5.9  ERISA Compliance. Seller is not currently contributing, and has never been
     required to contribute, to any ERISA Plan.

5.10 Compliance with Laws.  Seller is conducting its business in material
     compliance with all applicable laws, including but not limited to
     applicable Environmental Laws and the Fair Labor Standards Act and has and
     is in compliance with all licenses and permits required under any such
     laws, except to the extent that noncompliance would not reasonably be
     expected to have a material adverse effect on Seller or Seller's business.
     Seller does not have any known material contingent liability under any
     Environmental Law, except for such contingent liabilities which if realized
     would not, individually or in the aggregate, be reasonably expected to have
     a material adverse effect on Seller or Seller's business.  Seller will
     continue to comply in all material respects with all Environmental Laws now
     or hereafter applicable to Seller and shall obtain, at or prior to the time
     required by applicable Environmental Laws, all environmental, health and
     safety permits, licenses and other authorizations necessary for its
     operations, in each case to the extent that failure to do the same would
     not reasonably be

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     expected to have a material adverse effect on Seller or Seller's business.
     Seller will promptly furnish to Capital all written notices of violation,
     complaints, penalty assessments, suits or other proceedings received by
     Seller with respect to any alleged violation of or non-compliance with any
     Environmental Laws.

5.11 Legal and Assumed Names.  The legal name of Seller is as set forth at the
     beginning of the Agreement and Seller has not changed its name in the last
     five (5) years, and during such period the Seller did not use any
     tradenames or assumed names except as set forth on Schedule 5.11 attached
                                                        -------------
     hereto.

5.12 Solvent.  As of the date hereof, and after giving effect to this Agreement
     and the completion of all other transactions contemplated by Seller at the
     time of the execution of this Agreement, Seller will (i) be solvent, (the
     fair saleable value of Seller's assets exceeding Seller's liabilities, both
     fixed and contingent), (ii) be able to pay all of Seller's debts as they
     mature, and (iii)  have sufficient capital to carry on Seller's businesses.

5.13 Ordinary Course.  The sale of the Sold Receivables by Seller to Capital
     under this Agreement is being made in the ordinary course of Seller's
     business.

            SECTION 6. REPRESENTATIONS AND WARRANTIES WITH RESPECT
                            TO THE SOLD RECEIVABLES

Seller hereby represents and warrants to Capital, as of the date hereof, with
respect to each Sold Receivable as follows:


6.1  Owner.  Seller is the sole owner of such Sold Receivable, and upon the
     purchase by Capital of such Sold Receivable, Capital will own such Sold
     Receivable free and clear of any liens, claims, equities and encumbrances
     whatsoever and the consideration received by Seller from Capital for such
     Sold Receivable is fair and adequate.

6.2  Authority to Sell.  Seller is the sole obligee under such Sold Receivable
     and has full power and is duly authorized to sell, assign and transfer such
     Sold Receivable to Capital hereunder.

6.3  Full Payment Expected.  Seller has no knowledge of any fact which would
     lead it to expect that such Sold Receivable will not be paid in the full
     stated amount when due.

6.4  Bona Fide Receivable.  Such Sold Receivable is valid and enforceable and
     arises out of a bona fide sale or lease of conforming goods or the bona
     fide rendition of services by Seller, and all underlying goods have been
     delivered to the subject Account Debtor, or all underlying services have
     been rendered by Seller, in complete fulfillment of all of the terms and
     conditions of a fully executed, delivered and unexplored contract or
     purchase order with the subject Account Debtor, and such Account Debtor has
     accepted the goods or services to which the Sold Receivable relates.  Such
     Sold Receivable constitutes the legal, valid and binding payment obligation
     of the subject Account Debtor, enforceable in accordance with its terms
     (except as such enforceability may be limited by applicable bankruptcy,
     insolvency, reorganization, moratorium or other similar laws affecting the
     enforcement of creditors' rights generally).

6.5  Payable in U.S. Dollars.  Such Sold Receivable is denominated and payable
     only in United States dollars.

6.6  Sold Receivable is Not Past Due.  Such Sold Receivable is current and not
     past due, has not been paid by or on behalf of the subject Account Debtor
     in whole or in part, and, is not subject to any dispute, rescission,
     setoff, recoupment, defense or claim by the subject Account Debtor, whether
     relating to price, quality, quantity, workmanship, delay in delivery,
     setoff, counterclaim or otherwise, and, the subject Account Debtor has not
     claimed any defense of any kind or character (other than bankruptcy or
     insolvency arising after the date of such sale of such Sold Receivable to
     Capital hereunder) against payment of such Sold Receivable.

6.7  U.S. Account Debtor.  As of the date of purchase by Capital of such Sold
     Receivable, the Account Debtor with respect to such Sold Receivable is
     located (within the meaning of Section 9-103 of the UCC) and has its
     principal executive offices within the United States.

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6.8  Remittance Addresses.  The invoice related to such Sold Receivable sets
     forth as its sole address for payment one of the Remittance Addresses.

6.9  Net Amount.  The aggregate Net Amount of all Sold Receivables is equal to
     $11,750,010.63.


                      SECTION 7. [INTENTIONALLY OMITTED]

                             SECTION 8. COVENANTS

So long as this Agreement shall be in effect, Seller agrees and covenants that,
unless Capital shall otherwise consent in writing:

8.1. Notice of False Representation.  Seller agrees to notify Capital
     immediately of any breach by Seller of any representation, warranty or
     covenant contained herein or in the event any representation or warranty
     made herein becomes false at any time.

8.2  Notice of Disputed Account.  Seller agrees to notify Capital immediately of
     the assertion by any Account Debtor of any dispute or other claim
     (including any defense or offset asserted by any Account Debtor) with
     respect to any Sold Receivable, or with respect to any related goods or
     services ("Disputed Accounts").
                -----------------

8.3  Right of Inspection.  Seller agrees to permit Capital to visit its
     properties and installations and to examine, audit and make and take away
     copies or reproductions of Seller's books and records that are reasonably
     related to the Sold Receivables, at all reasonable times at Seller's
     expense; provided, however, all such expenses shall be actual, direct and
     reasonable.

8.4  Taxes.  Seller will pay and discharge when due all assessments, taxes,
     governmental charges and levies, of every kind and nature, imposed upon
     Seller or its properties, income or profits, prior to the date penalties
     would attach, and all lawful claims that, if unpaid, might become a lien or
     charge upon any of Seller's property, income or profits: provided, however,
     Seller will not be required to pay and discharge any such assessment, tax,
     charge, levy or claim so long as (i) same shall be contested in good faith
     by appropriate judicial, administrative or other legal proceedings timely
     instituted, and (ii) Seller shall have established adequate reserves with
     respect to such contested assessment, tax, charge, levy or claim in
     accordance with GAAP.

8.5  Proper Reporting.  Seller agrees to properly reflect the effect of this
     Agreement (including the sale of the Sold Receivables to Capital), in all
     financial reports and disclosures, written or otherwise, provided to
     Seller's creditors and other interested parties.  Seller specifically
     agrees that all Sold Receivables will be excluded from Seller's reported
     accounts receivable balances.

8.6  Delivery of Invoices and Related Data.  Seller shall deliver to Capital on
     demand the following (collectively, the "Invoices and Related Data"):  (a)
                                              -------------------------
     true and correct copies of all invoices evidencing each Sold Receivable;
     (b) the original purchase order relating to each Sold Receivable; (c) the
     original warehouse receipts, bills of lading, shipping documents and all
     other documents (as defined in the UCC) and evidence of delivery of all
     goods or completion of all services relating to each Sold Receivable; and
     (d) subject to the terms of the Intercreditor Agreement, the original
     security agreements evidencing or granting any liens securing payment of
     each Sold Receivable.  Seller has delivered to Capital Sources a current
     listing of all Sold Receivables, together with the names, addresses,
     contact persons and telephone numbers of each Account Debtor.  While Seller
     has possession of the Invoices and Related Data, Seller will hold such
     items in trust for Capital as owner thereof.

                         SECTION 9. RIGHTS OF CAPITAL

9.1  Notification of Account Debtors.  Subject to the terms of the Intercreditor
     Agreement, Capital shall have the right at any time, either before or after
     the occurrence of an Event of Default and without notice to Seller, to
     notify any or all Account Debtors of the sale of the Sold Receivables to
     Capital and to direct such Account Debtors to make payment of all amounts
     due or to become due to Seller in respect of Sold Receivables directly

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     to Capital, to enforce collection of any Sold Receivables and to adjust,
     settle or compromise the amount or payment thereof.

9.2  Collections.  All payments and collections of Sold Receivables received by
     Capital or Seller shall belong to Capital as owner of the Sold Receivables.

9.3  Right to Collect.  Subject to the terms of the Intercreditor Agreement,
     Seller authorizes Capital to collect, sue for and give releases for and in
     the name of Seller or Capital in Capital's sole discretion, all amounts due
     on Sold Receivables.  Seller specifically authorizes Capital to endorse, in
     the name of Seller, all checks, drafts, trade acceptances or other forms of
     payment tendered by Account Debtors in payment of Sold Receivables and made
     payable to Seller.  Capital shall have no liability to Seller for any
     mistake in the application of any payment received with respect to any Sold
     Receivables, IT BEING THE SPECIFIC INTENT OF THE PARTIES HERETO THAT
     CAPITAL SHALL HAVE NO LIABILITY HEREUNDER FOR ITS OWN NEGLIGENCE, except
     for its own gross negligence and willful misconduct.  Seller hereby waives
     notice of nonpayment of any Sold Receivables as well as any and all other
     notices with respect the Sold Receivables, demands or presentations for
     payment and agrees that Capital may extend, renew or modify from time to
     time the payment of, or vary, reduce the amount payable under or compromise
     any of the terms of, any Sold Receivables, in each case without notice to
     or the consent of Seller.  Subject to the terms of the Intercreditor
     Agreement, Seller further authorizes Capital (or its designee) after an
     occurrence of an Event of Default to open and remove the contents of any
     post office box of Seller or Capital (or its designee) which Capital
     believes contains mail relating to Sold Receivables, and in connection
     therewith or otherwise, to receive, open and dispose of mail addressed to
     Seller which Capital believes may relate to Sold Receivables, and in order
     to further assure receipt by Capital (or its designee) of mail relating to
     such Sold Receivables, to notify other parties including customers and
     postal authorities to change the address for delivery of such mail
     addressed to Seller to such address as Capital may designate.  Capital
     agrees to use reasonable measures to preserve the contents of any such mail
     which does not relate to the Sold Receivables and to deliver same to Seller
     (or, at the election of Capital, to notify Seller of the address where
     Seller may take possession of such contents; provided, if Seller does not
     take possession of such contents within 30 days after notice from Capital
     to take possession thereof, Capital may dispose of such contents without
     any liability to Seller).

9.4  UCC Filings.  Seller hereby authorizes Capital to file, with or without the
     signature of Seller, one or more financing or continuation statements, and
     amendments thereto, relating to the Sold Receivables.  Seller further
     agrees that a carbon, photographic or other reproduction of this Agreement
     or any financing statement describing the Sold Receivables is sufficient as
     a financing statement and may be filed in any jurisdiction Capital may deem
     appropriate.

9.5  Right to Perform.  If Seller fails to perform any agreement or obligation
     provided herein or in any of the other Purchase Documents, Capital may
     itself perform, or cause performance of, such agreement or obligation, and
     the actual and reasonable expenses of Capital incurred in connection
     therewith shall be a part of the Obligations and payable by Seller on
     demand.

                             SECTION 10. SERVICING

10.1 Appointment of Servicing Agent.  Capital hereby appoints Seller as
     servicing agent for Capital for the purpose of  expediting the collection
     of Sold Receivables.  Seller, as servicing agent, agrees to maintain an
     active, on-going and regular dialogue with each Account Debtor of the Sold
     Receivables.  Seller further agrees, as servicing agent, to utilize all
     powers, influences and rights and to take every action within its control
     in accordance with its customary practices and applicable law to expedite
     the collection of the Sold Receivables and direct such payments exclusively
     to the Remittance Address.

10.2 Protection of Capital's Rights.  Seller, as servicer, shall take no action
     which, nor omit to take any action the omission of which, would
     substantially impair the rights of Capital in any Sold Receivables.
     Seller, as servicer, agrees to defend at its expense Capital's ownership of
     the Sold Receivables.

10.3 Proceeds or Returned Goods Received by Seller.  Subject to the terms of the
     Intercreditor Agreement, all amounts and proceeds (including instruments
     and writings) received by Seller at any time in respect of any Sold

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     Receivables shall be received in trust for the benefit of Capital
     hereunder, shall be segregated from other funds of Seller and shall be
     promptly paid over to Capital in the same form as so received (with any
     necessary endorsement).  If any goods relating to Sold Receivables shall be
     returned to or repossessed by Seller, Seller shall give prompt notice
     thereof to Capital and shall hold such goods in trust for Capital, separate
     and apart from Seller's own property, and such goods shall be owned solely
     by Capital and be subject to Capital's direction and control.  Seller shall
     properly store and protect such goods and agrees to cooperate fully with
     Capital in any subsequent disposition thereof for the benefit of Capital.
     The provisions of this Subsection shall survive the termination of this
     Agreement.

10.4 Additional Documentation.  Seller will furnish to Capital, upon request,
     any and all papers, documents and records in its possession or control
     related to the Sold Receivables, or related to Seller's business
     relationship with the respective Account Debtors of the Sold Receivables,
     and agrees to cooperate fully with Capital in all matters related to
     collection of the Sold Receivables.

10.5 Termination.  Capital reserves the right to terminate Seller as its
     servicing agent at any time with or without cause and without notice to
     Seller.

                            SECTION 11. TERMINATION

11.1 Termination.  This Agreement shall terminate when all obligations and
     liabilities owing by Seller to Capital hereunder have been indefeasibly
     paid to Capital or otherwise satisfied and Seller has satisfied its
     servicing obligations hereunder.

                         SECTION 12. EVENTS OF DEFAULT

12.1 Events of Default.  An event of default ("Event of Default") shall be
                                               ----------------
     deemed to have occurred hereunder upon the occurrence of one or more of the
     following:

     (a)  Seller shall fail to pay as and when due any obligations or
          liabilities owed to Capital hereunder.

     (b)  Seller shall breach any covenant or agreement made herein, in any of
          the other Purchase Documents or in any other agreement now or
          hereafter entered into between Seller and Capital.

     (c)  Any warranty or representation made herein or in any of the other
          Purchase Documents shall be false or misleading in any material
          respect when made.

     (d)  The occurrence of any event which permits the acceleration of the
          maturity of any indebtedness owing by Seller to Fleet Capital
          Corporation.

     (e)  Either (i) the commencement by Seller of any bankruptcy, insolvency,
          arrangement, reorganization, receivership or similar proceedings under
          any federal or state law; or (ii) the commencement against the Seller
          of any bankruptcy, insolvency, arrangement, reorganization,
          receivership or similar proceedings under any federal or state law by
          creditors of the Seller, provided that such event shall not be deemed
          an Event of Default if such proceedings is controverted within ten
          (10) days and dismissed and vacated within thirty (30) days of
          commencement, except in the event that any of the actions sought in
          any such proceeding shall occur or the Seller shall take action to
          authorize or effect any of the actions in any such proceeding.

     (f)  Seller shall become insolvent, make a transfer in fraud of creditors
          or make an assignment for the benefit of creditors.

     (g)  Upon the occurrence of any event of default under the Notes Indenture
          or Debenture Indenture.

     Subject to the terms of the Intercreditor Agreement, Capital may exercise
     all rights and remedies available to Capital, at law or in equity, after
     the occurrence of an Event of Default.

                                      -8-
<PAGE>

                           SECTION 13. MISCELLANEOUS

13.1 Cumulative Rights.  All rights, remedies and powers granted to Capital in
     this Agreement, or in any other instrument or agreement given by Seller to
     Capital or otherwise available to Capital in equity or at law, are
     cumulative and may be exercised singularly or concurrently with such other
     rights of Capital.  These rights may be exercised from time to time as to
     all or any part of the Sold Receivables as Capital in its discretion may
     determine.  Capital shall not be deemed to have waived any of its rights
     and remedies unless the waiver is in writing and signed by Capital.  A
     waiver by Capital of a right or remedy under this Agreement on one occasion
     is not a waiver of the right or remedy on any subsequent occasion.

13.2 Notices.  Any notice or communication with respect to this Agreement shall
     be in writing sent by (i) personal delivery, (ii) United States mail,
     postage prepaid, registered or certified mail, or (iii) facsimile (with
     receipt thereof confirmed by telecopier), addressed to each party thereto
     at its address set forth below their signature hereon or to such other
     address or to the attention of such other person as hereafter shall be
     designated in writing by the applicable party sent in accordance herewith.
     Any such notice or communication shall be deemed to have been given either
     at the time of personal delivery or three (3) days after it is deposited in
     the United States mail, with proper postage prepaid, or in the case of
     facsimile, upon receipt.

13.3 Severability.  Each and every provision, condition, covenant and
     representation contained in this Agreement is, and shall be construed, to
     be a separate and independent covenant and agreement.  If any term or
     provision of this Agreement shall to any extent be invalid or
     unenforceable, the remainder of the Agreement shall not be affected
     thereby.

13.4 Indemnity.  Seller hereby indemnifies and agrees to hold the Indemnified
     Persons harmless against any breach by Seller of any representation,
     warranty, covenant or agreement of Seller contained in this Agreement, and
     against any claims or damages arising out of the manufacture, sale,
     possession or use of, or otherwise relating to, goods, or the performance
     of services, associated with or relating to the Sold Receivables or related
     rights purchased (or with respect to which a security interest is granted)
     hereunder.  Seller also hereby indemnifies and agrees to hold harmless and
     defend all Indemnified Persons from and against any and all Indemnified
     Claims.  THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH
     INDEMNIFIED CLAIMS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN
     PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN
     WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY INDEMNIFIED
     PERSON, but shall exclude any of the foregoing resulting from such
     Indemnified Person's gross negligence or willful misconduct.  If Seller or
     any third party ever alleges any gross negligence or willful misconduct by
     any Indemnified Person, the indemnification provided for in this Section
     shall nonetheless be paid upon demand, subject to later adjustment or
     reimbursement, until such time as a court of competent jurisdiction enters
     a final judgment as to the extent and affect of the alleged gross
     negligence or willful misconduct.  Upon notification and demand, Seller
     agrees to provide defense of any Indemnified Claim and to pay all costs and
     expenses of counsel selected by any Indemnified Person in respect thereof.
     Any Indemnified Person against whom any Indemnified Claim may be asserted
     reserves the right to settle or compromise any such Indemnified Claim as
     such Indemnified Person may determine in its sole discretion, and the
     obligations of such Indemnified Person, if any, pursuant to any such
     settlement or compromise shall be deemed included within the Indemnified
     Claims.  Except as specifically provided in this section, Seller waives all
     notices from any Indemnified Person.  The provisions of this Section shall
     survive the termination of this Agreement.

13.5 Benefits; Assignment.  All grants, covenants and agreements contained in
     this Agreement shall bind and inure to the benefit of the parties hereto
     and their respective successors and assigns; provided, however, that Seller
     may not delegate or assign any of its duties or obligations under this
     Agreement without the prior written consent of Capital and any assignment
     without such consent shall be void.  CAPITAL RESERVES THE RIGHT TO ASSIGN
     ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT IN WHOLE OR IN PART TO ANY
     PERSON OR ENTITY.  To the extent Capital assigns its rights and obligations
     hereunder to a third party, Capital shall thereafter be released from such
     assigned obligations to Seller and such assignment shall effect a novation
     between Seller and such third party.

13.6 Captions.  The captions in this Agreement are for convenience only and
     shall not define or limit the provisions

                                      -9-
<PAGE>

      hereof.

13.7  Governing Law; Venue; Submission to Jurisdiction. THIS AGREEMENT SHALL BE
      GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF,
      EXCEPT TO THE EXTENT PERFECTION AND THE EFFECT OF PERFECTION OR NON-
      PERFECTION OF THE SECURITY INTEREST GRANTED HEREUNDER, IN RESPECT OF ANY
      PARTICULAR ASSETS, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
      THE STATE OF NEW YORK. THIS AGREEMENT IS PERFORMABLE BY THE PARTIES IN THE
      STATE OF NEW YORK. THE PARTIES HERETO EACH AGREE THAT THE STATE OF NEW
      YORK SHALL BE THE EXCLUSIVE VENUE FOR LITIGATION OF ANY DISPUTE OR CLAIM
      ARISING UNDER OR RELATING TO THIS AGREEMENT, AND THAT THE STATE OF NEW
      YORK IS A CONVENIENT FORUM IN WHICH TO DECIDE ANY SUCH DISPUTE OR CLAIM.
      THE PARTIES HERETO EACH CONSENT TO THE PERSONAL JURISDICTION OF THE STATE
      AND FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK FOR THE LITIGATION
      OF ANY SUCH DISPUTE OR CLAIM. SELLER IRREVOCABLY WAIVES, TO THE FULLEST
      EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE
      TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
      AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN
      BROUGHT IN AN INCONVENIENT FORUM.

13.8  WAIVER OF JURY TRIAL. THE PARTIES HERETO EACH HEREBY IRREVOCABLY WAIVES,
      TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
      BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME
      ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY
      TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

13.9  Entire Agreement. This Agreement contains the entire agreement of the
      parties with respect to the subject matter of this Agreement and
      supersedes all prior written agreements and understandings, if any,
      relating to the subject matter hereof (except documents, agreements and
      instruments delivered or to be delivered in accordance with the express
      terms hereof).

13.10 Amendments. No modification or amendment of or supplement to this
      Agreement shall be valid or effective unless the same is in writing and
      signed by the party against whom it is sought to be enforced.

13.11 Effectiveness of Agreement; Counterparts. This Agreement shall become
      effective only upon acceptance by Capital as evidenced by Capital's
      signature hereon. This Agreement may be separately executed in any number
      of counterparts, each of which shall be an original, but all of which,
      taken together, shall be deemed to constitute one and the same instrument.
      Delivery of an executed counterpart of this Agreement by telecopy shall be
      equally as effective as delivery of a manually executed counterpart of
      this Agreement. Any party delivering an executed counterpart of this
      Agreement by telecopy also shall deliver a manually executed counterpart
      of this Agreement but the failure to deliver a manually executed
      counterpart shall not affect the validity, enforceability, and binding
      effect of this Agreement.


                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -10-
<PAGE>

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first written above.

WEC COMPANY

By:_____________________________________________
Name:___________________________________________
Title:__________________________________________

Address:  6944 Newburg Road
          Rockford, Illinois 61108
          Attn: Mr. Edward R. Olson, Chairman
          Facsimile: (312) 332-2196

CAPITAL FINANCE LLC

By:_____________________________________________
Name:     Steven A. Museles
Title:    Senior Vice President

Address:  1133 Connecticut Ave., N.W
          Suite 310
          Washington, D.C. 20036
          Attn: Steven A. Museles, Esq.
          Facsimile: (202) 862-3410
<PAGE>

                                 SCHEDULE 5.11

                                  TRADE NAMES


Woods Equipment Company

Du-Al

Gannon

Alloway

Gill

BMP

Wain-Roy

CF

Central Fabricators

Tru-Part

TISCO

Alitec
<PAGE>

                                  SCHEDULE A

                           [FORM OF SALE ASSIGNMENT]



     THIS SALE ASSIGNMENT is dated as of February _____, 2001, between WEC
COMPANY (the "Seller") and CAPITAL FINANCE LLC ("Capital").
              ------                             -------

     1.   We refer to the Receivables Purchase Agreement, dated as of February
____, 2001, by and between the Seller and Capital (the "Purchase Agreement").
                                                        ------------------
All provisions of the Purchase Agreement are incorporated herein by reference.
All capitalized terms shall have the meanings set forth in the Purchase
Agreement.

     2.   The Seller does hereby sell, transfer, assign, set over and convey to
Capital all right, title and interest of the Seller in and to all Receivables
described in Exhibit A attached hereto (collectively, the "Sold Receivables").
                                                           ----------------

     3.   Seller does hereby reaffirm the representations and warranties
referred to in Section 6 of the Purchase Agreement with respect to each Sold
Receivable with full force and effect as if fully set forth herein.

     IN WITNESS WHEREOF, the parties have caused this Sale Assignment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                              WEC COMPANY


                              By:       ________________________________________
                              Name:     ________________________________________
                              Title:    ________________________________________



                              CAPITAL FINANCE LLC


                              By:       ________________________________________
                              Name:     ________________________________________
                              Title:    ________________________________________
<PAGE>

                                   EXHIBIT A
                                      to
                                SALE ASSIGNMENT

                                [SEE ATTACHED]
<PAGE>

                                 SCHEDULE 5.4

                           OTHER BUSINESS LOCATIONS




--------------------------------------------------------------------------------
2606 Illinois Route 2 South                       1000 W. Cherokee
Oregon, IL 61061                                  Sioux Falls, SD 57104

--------------------------------------------------------------------------------
200 Lothenbach Avenue                             10301 Westlake Drive
St. Paul, MN 55118                                Charlotte, NC 28273

--------------------------------------------------------------------------------
1890 Elm Tree Drive                               15 Old Boston Road
Nashville, TN 37210                               Hubbardston, MA 01452

--------------------------------------------------------------------------------
7526 White Pine Road                              151 Suffolk Lane
Richmond, VA 23237                                Gardner, MA 01440

--------------------------------------------------------------------------------
204 Airline Drive, Suite 700                      802 East Main Street
Coppell, TX 75019                                 Brownsburg, IN 46112

--------------------------------------------------------------------------------
3402 Gardenbrook Drive                            351 Alderson Street
Farmers Branch, TX 75234                          Schofield, WI 54476

--------------------------------------------------------------------------------
8565 23/rd/ Avenue                                349 Alderson Street
Sacramento, CA 95826                              Schofield, WI 54476

--------------------------------------------------------------------------------
8571 23/rd/ Avenue                                400 Alderson Street
Sacramento, CA 95826                              Schofield, WI 54476

--------------------------------------------------------------------------------
14821 Artesia Blvd.                               1330 43rd St. N.W.
LaMirada, CA 90638                                Fargo, ND 58102

--------------------------------------------------------------------------------
                                                  1410 Pines Road
                                                  Oregon, IL 61061
--------------------------------------------------------------------------------