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November 19th, 2001


Numatics, Incorporated
1450 North Milford Road
Highland, MI  48357-4560

Gentlemen:

LaSalle Business Credit, Inc. ("LaSalle U.S.") is pleased to commit to (i)
making the U.S. Facility (defined below) available to the U.S. Borrowers
(defined below) and (ii) causing LaSalle Business Credit, a division of ABN AMRO
Bank Canada ("LaSalle Canada") to make the Canadian Facility (defined below)
available to the Canadian Borrower (defined below), subject to the terms and
conditions set forth below. For convenience, the U.S. Facility and the Canadian
Facility are collectively referred to as the "Facilities", and LaSalle U.S. and
LaSalle Canada are collectively referred to as "LaSalle".

Borrowers:
---------

     U.S. Borrowers:     Numatics, Incorporated, Micro-Filtration, Inc.,
     ---------------     Numation Inc., Numatech, Inc., Ultra Air Products,
                         Inc., Microsmith, Inc. and Empire Air Systems, Inc.,
                         jointly and severally

     Canadian Borrower:  Numatics Ltd.
     -----------------
                         U.S. Borrowers and Canadian Borrower are collectively
                         referred to as Borrowers.

Purpose:                 To refinance certain existing debt and provide for
--------                 ongoing working capital.


U.S. Facility:           A three year revolving credit facility (funded and
-------------            repayable in U.S. Dollars) in the principal amount of
                         up to Twenty Six Million Dollars (U.S.$26,000,000)
                         based on an advance rate of up to eighty-five percent
                         (85%) against eligible U.S. accounts receivable
                         (assuming dilution of under five percent (5%) of sales)
                         and an advance rate of up to sixty percent (60%) (or
                         forty percent (40%) with respect to inventory at
                         locations that do not use a perpetual inventory
                         accounting system or that do not perform monthly
                         physical counts) against all eligible U.S inventory
                         (computed on a lower of cost

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                              or market value basis), with an inventory sublimit
                              of Fourteen Million Dollars (U.S.$14,000,000), in
                              each case less such reserves as LaSalle U.S.
                              elects, in its sole discretion, to establish from
                              time to time (including without limitation a
                              reserve equal to the amount of the accrued and
                              unpaid interest from time to time owing on the
                              Subordinated Notes, as defined below).

     U.S. Letter of Credit    A Three Million Dollar (U.S.$3,000,000)
     ---------------------    subfacility for the guaranty of documentary and
     Subfacility:             standby letters of credit will be made available
     ------------             to the U.S. Borrower based on a one hundred
                              percent (100%) reserve against availability for
                              standby letters of credit and a forty percent
                              (40%) reserve against available inventory for at
                              sight documentary Letters of Credit covering trade
                              importation of eligible inventory products. If the
                              letters of credit are drawn upon, they shall be
                              funded from the reserved availability under the
                              U.S. Revolving Credit Facility.

Canadian Facility:            A three year revolving credit facility of up to
------------------            Four Million Dollars (U.S.$4,000,000) based on an
                              advance rate of up to eighty-five percent (85%)
                              against eligible Canadian accounts receivable
                              (assuming dilution of under five percent (5%) of
                              sales) and an advance rate of up to sixty percent
                              (60%) (or forty percent (40%) with respect to
                              inventory at locations that do not use a perpetual
                              inventory accounting system or that do not perform
                              monthly physical counts) against all eligible
                              Canadian inventory (computed on a lower of cost or
                              market value basis), with an inventory sublimit of
                              Two Million Dollars (U.S.$2,000,000), in each case
                              less such reserves as LaSalle Canada elects, in
                              its sole discretion, to establish from time to
                              time (including without limitation hedging
                              reserves). Canadian Lender shall make Canadian
                              Loans to Canadian Borrower in U.S. Dollars by way
                              of U.S. Prime Rate (defined below) loans or in
                              Canadian Dollars by way of Canadian Prime Rate
                              (defined below) loans.

                              At the closing Canadian Borrower shall lend Two
                              Million Two Hundred Fifty Thousand Dollars
                              (U.S.$2,250,000) of the proceeds of the Canadian
                              Facility (the "German Inter-company Loan") to
                              Numatics GmbH (the "German Loan Party") from
                              proceeds of the Canadian Facility upon terms
                              acceptable to LaSalle Canada.

     Canadian Letter of       A Four Hundred Thousand Dollar (U.S.$400,000)
     ------------------       sublimit for the guaranty of documentary and
     Credit Subfacility:      standby letters of credit will
     -------------------

                                       -2-

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                              be made available to the Canadian Borrower based
     Credit Subfacility:      on a one hundred percent (100%) reserve against
     ------------------       availability for standby letters of credit and a
                              forty percent (40%) reserve against available
                              inventory for at sight documentary letters of
                              credit covering trade importation of eligible
                              inventory products. If the letters of credit are
                              drawn upon, they shall be funded from the reserved
                              availability under the Canadian Facility.

Interest Rates:               The U.S. Facility shall bear interest at (i)
---------------               LaSalle Bank National Association's publicly
                              announced prime rate in effect from time to time
                              (the "U.S. Prime Rate"), which is not intended to
                              be LaSalle Bank National Association's lowest or
                              most favorable rate in effect at any time or (ii)
                              LIBOR (30, 60 or 90 day) plus two and
                              three-quarters percent (2.75%).

                              The Canadian Facility shall bear interest at (i)
                              the U.S. Prime Rate or (ii) one percent (1%) plus
                              the floating annual rate of interest established
                              from time to time by ABN AMRO as the reference
                              rate for determining interest rates on commercial
                              loans made in Canada in the lawful currency of
                              Canada and designated as its prime rate (the
                              "Canadian Prime Rate"), which is not intended to
                              be ABN AMRO's lowest or most favorable rate in
                              effect at any time and which Canadian prime rate
                              will never be less than the average bid rate for
                              30 day Canadian Dollar bankers acceptances as
                              determined by ABN AMRO plus one and one-half
                              percent (1.50%) per annum.

                              All interest rates shall be calculated on a per
                              annum basis, payable monthly. Borrowers will
                              receive credit for collections one (1) business
                              day after receipt by LaSalle of available funds.
                              Interest will be calculated based on a year of 360
                              days (or 365 days with respect to Canadian Prime
                              Rate loans) for the actual number of days elapsed.

                              The sublimits for letters of credit of
                              U.S./Canadian Facility will be made available at
                              three percent (3.00%) simple interest per annum
                              with a minimum fee of Two Hundred Fifty Dollars
                              (U.S.$250.00) per transaction. All costs and
                              expenses for issuance of the documentary or
                              standby letters of credit shall be the
                              responsibility of the Borrowers.

Closing Fee:                  U.S. Facility:  U.S.$260,000, payable at closing.
-----------

                              Canadian Facility:  U.S.$40,000, payable at
                              closing.

Agent Fee:                    One-tenth percent (0.10%) per year of the maximum
----------                    amount of the Facilities, payable quarterly.

                                       -3-

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Unused Line Fee:               Three-eighths percent (0.375%) of the average
----------------               annualized unused portion of the maximum
                               Facilities, payable monthly.

Prepayment Fee:                2% of the maximum Facilities during Year 1.
--------------

                               1% of the maximum Facilities during Year 2.

                               0.5% of the maximum Facilities during Year 3 and
                               during any renewal period.

Examination Expenses:          Borrowers will be charged for examination person
---------------------          days at LaSalle's then current customary charge
                               (which is currently a per diem cost of Seven
                               Hundred Fifty Dollars (U.S.$750.00)) plus all
                               out-of-pocket expenses.

Security:                      The obligations under the Facilities will be
---------                      secured by a security interest in all existing
                               and future personal property (including without
                               limitation accounts, contract rights, inventory,
                               equipment and general intangibles) and real
                               estate of each Borrower, it being understood that
                               the assets of the Canadian Borrower shall secure
                               only the Canadian Loans. Such security interest
                               shall be a first priority security interest;
                               provided, that with respect to equipment, real
                               estate, intellectual property and general
                               intangibles specifically relating to equipment
                               and real estate, such security interest shall be
                               second only to the security interest securing the
                               ACS Debt (defined below). The German
                               Inter-company Loan shall be secured by a first
                               priority security interest in all existing and
                               future accounts receivable and inventory of the
                               German Loan Party, a junior lien upon all real
                               estate owned by the German Loan Party (second
                               only to the security interest securing the ACS
                               Debt) and, to the extent available, under German
                               law, a junior security interest in all existing
                               and future equipment owned by the German Loan
                               Party (second only to the security interest
                               securing the ACS Debt). All Loans will be
                               cross-defaulted.

Guaranties:                    The Canadian Facility will be guarantied by the
-----------                    U.S. Borrowers.

Participations:                LaSalle shall retain the right to sell all or any
---------------                portion of the Facilities to other institutional
                               lenders.

Conditions Precedent to        LaSalle's obligation to close and fund the loans
-----------------------        shall be subject to the satisfaction, as
Closing:                       determined by LaSalle's in its sole discretion,
--------                       of the following conditions:

                                       -4-

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                    1.   American Capital Strategies, Ltd. ("ACS") shall provide
                         loans to Numatics, Incorporated and its affiliates in
                         the aggregate amount of not less than Thirty-One
                         Million Three Hundred Fifty-Four Thousand Dollars
                         (U.S.$31,354,000) on terms and conditions acceptable to
                         LaSalle.

                    2.   LaSalle and ACS shall have entered into a intercreditor
                         agreement in form and substance satisfactory to LaSalle
                         which shall be consented to by Lender and shall include
                         a resolution of the currently outstanding issues with
                         Borrowers.

                    3.   Satisfactory completion of LaSalle's due diligence.

                    4.   Each Borrower shall have (i) internally prepared profit
                         and loss, balance sheet and cash flow projections for
                         the first 12 months and then annually for a total of
                         two years (to include the balance of 2001, all of 2002
                         and all of 2003) and (ii) an opening balance sheet
                         reflecting valuations for accounts, inventory,
                         machinery, equipment, and real estate, as well as the
                         proposed debt structure and other adjustments all in
                         form, substance, and content satisfactory to LaSalle to
                         assure that (A) the assets of such Borrower, at a fair
                         valuation, exceed the total liabilities, (B) such
                         Borrower is able to pay its debts as they mature, and
                         (C) such Borrower has sufficient capital to conduct
                         business.

                    5.   There shall have been no material adverse change in
                         LaSalle's understanding of the facts and information
                         presented and no material litigation or claims or other
                         material adverse change shall have occurred with
                         respect to Borrowers.

                    6.   Completion of documentation in form and substance
                         satisfactory to LaSalle and their counsel, including
                         perfection of all liens and security interests. Such
                         documentation will include, without limitation, loan
                         and security agreements with Borrowers containing such
                         terms and conditions as LaSalle and its counsel may in
                         its sole discretion, require or deem necessary,
                         including such terms as may be required by LaSalle and
                         its counsel after their due diligence review and all
                         documents and agreements relating thereto including,
                         but not limited to, such statements and reviews by
                         third parties as LaSalle shall require. In the event
                         Borrowers or LaSalle elect not to renew the respective
                         Facilities at the end of the three year term, all
                         obligations of the applicable Borrowers shall

                                       -5-

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                               be due and payable at the end of such term. Such
                               documentation shall also include, without
                               limitation, representations and warranties,
                               affirmative covenants, negative covenants,
                               financial covenants, events of defaults and
                               conditions, in form and substance satisfactory to
                               LaSalle and its counsel, which are no less
                               favorable to LaSalle than those set forth in the
                               most recent drafts of the loan documents
                               pertaining to the Facilities that have been
                               circulated to the Borrowers, except as may be
                               approved by LaSalle in its sole discretion.

                         7.    There shall be excess availability under the
                               Facilities of Four Million Five Hundred Thousand
                               Dollars (U.S.$4,500,000) in the case of the U.S.
                               Facility and Seven Hundred Seventy-Five Thousand
                               Canadian Dollars (Cdn$775,000) in the case of the
                               Canadian Facility, to properly meet all
                               obligations of each such Borrower and to provide
                               for its projected cash requirements, calculated
                               after the initial funding and deeming all debts
                               current on a pro forma basis, including a
                               provision for the repayment of any accounts
                               payable over 60 days past due.

                         8.    U.S. Borrowers will maintain their primary
                               banking relationship (including general checking
                               and lock box accounts) with LaSalle Bank National
                               Association or Standard Federal Bank, and
                               Canadian Borrower will maintain its primary
                               banking relationship (including general checking
                               and lock box accounts) with a bank satisfactory
                               to LaSalle Canada. Normal charges shall be
                               assessed thereon. Although no compensating
                               balance is required, Borrowers may keep monthly
                               balances in order to merit earnings credits which
                               may cover LaSalle's service charges for demand
                               deposit account activities.

                         9.    All future debt owing to stockholders,
                               affiliates, former owners or other similar
                               parties as LaSalle may request are to be
                               subordinated to LaSalle on terms acceptable to
                               LaSalle.

                         10.   LaSalle shall have determined in its discretion
                               that the Facilities shall be senior debt for
                               purposes of the 9-5/8% Senior Subordinated Notes
                               due 2008 issued by Numatics, Incorporated (the
                               "Subordinated Notes").

                                       -6-

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                         11.   LaSalle shall have received such title insurance,
                               ALTA surveys and other documentation relating to
                               all liens on real estate included in the
                               Collateral as LaSalle shall require in its sole
                               discretion.

                         12.   LaSalle shall have received, and approved in its
                               discretion, such tax, lien, judgment, and other
                               searches and investigations with respect to the
                               property and personnel of each Borrower and the
                               German Loan Party.

                         13.   LaSalle shall have received satisfactory legal
                               opinions of Borrowers' and German Loan Party's
                               independent counsel, including without limitation
                               an unqualified opinion of such counsel that the
                               U.S. Facility and the Canadian Facility each
                               constitute Senior Indebtedness for purposes of
                               the Indenture pertaining to the Subordinated
                               Notes.

                         14.   Key Man Life Insurance of not less than Seven
                               Million Five Hundred Thousand Dollars
                               ($7,500,000) on the life of Mr. John H. Welker
                               shall have been assigned to LaSalle.

                         15.   LaSalle shall be satisfied that the Facilities
                               comply in all respects with all applicable
                               solvency, fraudulent conveyance, corporate
                               governments, financial assistance and other
                               applicable laws.

                         16.   All withholding taxes and other taxes, fees, or
                               other costs resulting from any transaction
                               requiring payment by LaSalle will be fully
                               reimbursed by the Borrowers (on a grossed up
                               basis if such reimbursements give rise to any
                               tax, fee, or other costs) excluding any provision
                               for income, intangible or single business taxes.

                         17.   LaSalle shall be satisfied with the form and
                               substance of all third party documents including
                               intercreditor agreements, subordination
                               agreements, and landlord and mortgagee waivers.

All reasonable legal fees and other reasonable out-of-pocket and field
examination expenses incurred by LaSalle in connection with the proposed
financing shall be borne by Borrowers on a joint and several basis, whether or
not the transaction closes. Borrowers understand that prior to finalizing legal
documentation, LaSalle shall require an additional deposit of $130,000

                                       -7-

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to cover such anticipated fees and expenses. In the event that the additional
legal deposit is insufficient to cover the estimated expenses, LaSalle may
require additional deposits.

This letter supersedes all previous agreements relating to this transaction.

This letter is delivered to you on the understanding that neither it nor its
substance shall be disclosed to any third party except for your existing
lenders, accountants and ACS or when required by law or with the written
authorization of LaSalle.

This commitment expires on November 26, 2001 unless accepted by you together
with delivering the deposit referred to above on or before that date. The Loans
committed herein must be disbursed prior to December 15, 2001 or this commitment
shall become null and void unless extended by LaSalle in writing.

Very truly yours,

LASALLE BUSINESS CREDIT, INC.


By /s/ Dale P. Grzenia
  ----------------------------------
Title /s/ Vice President
     -------------------------------

ACCEPTED:

this 19/th/ day of November, 2001.
     ------

NUMATICS, INCORPORATED


By /s/ Robert S. Robeson
  ----------------------------------
Title /s/ Vice President
     -------------------------------

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