Exhibit 4B

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                                CREDIT AGREEMENT


                                 BY AND BETWEEN


                            WOODHEAD INDUSTRIES, INC.


                                       AND


                          HARRIS TRUST AND SAVINGS BANK




                          DATED AS OF OCTOBER 29, 1993


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Exhibit A - Revolving Credit Note
Exhibit B - Outstanding Fixed Rate Loans Under the 1985 Agreement
Exhibit C - Compliance Certificate
Schedule 6.2 - Subsidiaries





                            WOODHEAD INDUSTRIES, INC.
                                CREDIT AGREEMENT



Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

         The undersigned, Woodhead Industries, Inc., a Delaware corporation (the
"Company"), applies to you (the "Bank") for your commitment, subject to the
terms and conditions hereof and on the basis of the representations and
warranties hereinafter set forth, to extend credit to the Company, all as more
fully hereinafter set forth.

SECTION 1.        THE CREDIT.

         Section 1.1 Revolving Credit. (a) Subject to the terms and conditions
hereof, the Bank agrees to make loans to the Company from time to time on a
revolving basis (the "Revolving Credit") in an aggregate principal amount at
any one time outstanding not to exceed $15,000,000 (the "Commitment", as such
amount may be reduced pursuant to Section 3.3 hereof). The Revolving Credit
shall be available to the Company by means of Domestic Rate Loans, LIBOR
Loans, Adjusted CD Rate Loans or Offered Rate Loans and may, subject to all
the terms and conditions hereof, be availed of by the Company from time to
time, and borrowings thereunder may be repaid and used again, during the
period from the date hereof to and including the Termination Date, at which
time the Commitment shall expire. The initial Loan hereunder shall be in an
amount not less than the aggregate unpaid principal amount of the loans
outstanding (other than the loans described on Exhibit B hereto) under that
certain Credit Agreement dated as of October 31, 1985 as amended between the
Company and the Bank (the "1985 Credit Agreement"). Simultaneously with the
making of the initial Loan hereunder, the Company shall pay to the Bank all
unpaid interest and commitment fees accrued to the date of such initial Loan
on the loans outstanding under the 1985 Agreement (other than the loans
described on Exhibit B hereto). The proceeds of the initial Loan hereunder
shall be applied by the Bank in repayment of the loans outstanding under the
1985 Agreement (other than the Loans described on Exhibit B hereto) at which
time the commitment of the Bank under the 1985 Agreement shall terminate.

         (b) All Loans shall be made against and evidenced by a single
promissory note of the Company in the form (with appropriate insertions)
attached hereto as Exhibit A (the "Note"). The Note shall be dated the date of
issuance thereof, be payable to the order of the Bank in the principal amount
of $15,000,000, be expressed to bear interest as provided in Section 2 hereof
and be expressed to mature on the Termination Date. Without regard to the
principal amount of the Note stated on its face, the actual principal amount
at any time outstanding and owing by the Company on account of the Note shall
be the sum of all Loans made under this Agreement less all payments of
principal actually received by the Bank.

         Section 1.2 Manner of Borrowing. (a) The Company shall give
telephonic, telex or telegraphic notice to the Bank (which notice shall be
irrevocable once given and shall be promptly confirmed in writing) by no later
than 11:00 a.m. (Chicago time) three Business Days prior to the date it
requests the Bank to make each LIBOR Loan hereunder, including a reborrowing
as provided in Section 1.3 hereof. The Company shall give telephonic, telex or
telegraphic notice to the Bank (which notice shall be irrevocable once given
and shall be promptly confirmed in writing) by no later than (i) 11:00 a.m.
(Chicago time) on the date it requests the Bank to make each Domestic Rate
Loan or Offered Rate Loan hereunder and (ii) 11:00 a.m. (Chicago time) at
least one (1) Business Day prior to the date upon which it requests the Bank
to make each Adjusted CD Rate Loan hereunder, including in each case a
reborrowing as provided in Section 1.3 hereof. Each such notice shall specify
the date of the Loan requested (which shall be a Business Day), the amount of
such Loan, whether the Loan is a Domestic Rate Loan, Adjusted CD Rate Loan,
LIBOR Loan or Offered Rate Loan and, if the Loan is an Adjusted CD Rate Loan,
LIBOR Loan or Offered Rate Loan, the Interest Period applicable thereto. The
Company agrees that the Bank may rely on any such telephonic, telex or
telegraphic notice given by any person it reasonably believes is authorized to
give such notice without the necessity of independent investigation and in the
event any notice by such means conflicts with the written confirmation, such
notice shall govern if the Bank has acted in reliance thereon.

         (b) The Bank shall confirm to the Company the interest rate
applicable to each Adjusted CD Rate Loan, LIBOR Loan and Offered Rate Loan
promptly after such rate is determined by the Bank or quoted to the Company as
the case may be. Subject to the provisions of Section 7 hereto, the proceeds
of each Loan shall be made available to the Company at the principal office of
the Bank in Chicago, Illinois, in immediately available funds, except (i) to
the extent such Loan represents the reborrowing of a Loan previously made to
the Company, in which case the Bank shall record such reborrowing on its books
or records or on the schedule to the Note, as appropriate, or (ii) to the
extent that such Loan represents a refunding of the loans outstanding under
the 1985 Agreement, such Loan to such extent will be accomplished by surrender
to the Company of the note evidencing the loans outstanding under the 1985
Agreement, as the case may be.

         Section 1.3 Maturity and Reborrowing of Loans. (a) Each Loan shall
mature and become due and payable on the last day of the Interest Period
applicable thereto. Provided that no Event of Default or Default has occurred
and is continuing, the Company shall have the right, subject to the terms and
conditions of this Agreement (including any reductions in the Commitment), to
reborrow through a new Loan in whole or in part (subject to all times to the
minimum borrowing amounts set forth in Section 2.1) any Loan from any current
Interest Period into a subsequent Interest Period, provided that the Company
shall give the Bank notice of the reborrowing of any such Loan and the type of
Loan to be so borrowed as provided in Section 1.2 hereof.

         (b) In the event that (i) the Company fails to give notice pursuant
to Section 1.2 hereof of the reborrowing of any Loan or fails to specify the
type of Loan to be used for such reborrowing or (ii) an Event of Default or
Default has occurred and is continuing at the time any such Loan is to be
reborrowed hereunder, then such Loan shall be automatically reborrowed as a
Domestic Rate Loan, subject to Sections 2.1. 9.2 and 9.3 hereof if an Event of
Default has occurred and is continuing and subject in all cases to any
reduction in the Commitment, unless the relevant Loan is paid in full on the
last day of the then applicable Interest Period.

         Section 1.4 Loans Outstanding Under 1985 Agreement. Each of the loans
described on Exhibit B hereto shall continue to remain outstanding and shall
be evidenced by the Note and shall, for all purposes of this Agreement, be
deemed to have been made under and pursuant to the provisions of this
Agreement, and shall constitute LIBOR Loans, Adjusted CD Rate Loans or Offered
Rate Loans (in the case of loans which constituted "Money Market Loans" under
the 1985 Agreement) as the case may be, hereunder.

SECTION 2.   INTEREST AND CHANGE IN CIRCUMSTANCES.

Section 2.1  Interest.

         (a) Domestic Rate Loans. The Domestic Rate Loans shall bear interest
(which the Company promises to pay at the times herein provided) for each
Interest Period applicable thereto at the rate per annum equal to the Domestic
Rate from time to time in effect, provided that if the Domestic Rate Loans or
any part thereof is not paid when due (whether by lapse of time, acceleration
or otherwise) such Loans shall bear interest (which the Company promises to
pay at the times herein provided), whether before or after judgment, until
payment in full thereof at the rate per annum determined by adding 3% to the
interest rate which would otherwise be applicable thereto from time to time.
Interest on the Domestic Rate Loan shall be payable on the last day of each
Interest Period and at maturity (whether by lapse of time, acceleration or
otherwise) and interest after maturity shall be due and payable upon demand.
Any change in the interest rate on the Domestic Rate Loans resulting from a
change in the Domestic Rate shall be effective on the date of the relevant
change in the Domestic Rate. Each Domestic Rate Loan shall be in a minimum
amount of $100,000 provided that the aggregate principal amount of a Domestic
Rate Loan may be in an amount of the unused Commitment if such amount is less
than $100,000.

         (b) LIBOR Loans. Each LIBOR Loan shall bear interest (which the
Company promises to pay at the times herein provided) for each Interest Period
selected therefor at a rate per annum determined by adding 3/8 of 1% to
Adjusted LIBOR for such Interest Period, provided that if any LIBOR Loam is
not paid when due (whether by lapse of time, acceleration or otherwise) such
Loan shall bear interest (which the Company promises to pay at the times
herein provided), whether before or after judgment, until payment in full
thereof through the end of the Interest Period then applicable thereto at the
rate per annum determined by adding 3% to the interest rate which would
otherwise be applicable thereto, and effective at the end of such Interest
Period such LIBOR Loan shall thereafter bear interest at the rate per annum
equal to the sum of 3% plus the Domestic Rate from time to time in effect.
Interest on each LIBOR Loan shall be due and payable on the last day of each
Interest Period applicable thereto and at maturity (whether by lapse of time,
acceleration or otherwise) and, with respect to any Interest Period applicable
to a LIBOR Loan in excess of three (3) months, then on the date occurring
every three (3) months after the date such Interest Period began and at the
end of such Interest Period, and interest after maturity shall be due and
payable upon demand. Each LIBOR Loan shall be in a minimum amount of
$1,000,000.

         (c) Adjusted CD Rate Loans. Each Adjusted CD Rate Loan shall bear
interest (which the Company promises to pay at the times herein provided) for
each Interest Period selected therefor at a rate per annum determined by
adding 1/2 of 1 % to the Adjusted CD Rate for such Interest Period, provided
that if any Adjusted CD Rate Loan is not paid when due (whether by lapse of
time, acceleration or otherwise) such Loan shall bear interest (which the
Company promises to pay at the times herein provided), whether before or after
judgment, until payment in full thereof, through the end of the Interest
Period then applicable thereto at the rate per annum determined by adding 3%
to the interest rate which would otherwise be applicable thereto, and
effective at the end of such Interest Period such Adjusted CD Rate Loan shall
thereafter bear interest at the rate per annum equal to the sum of 3% plus the
Domestic Rate from time to time in effect. Interest on each Adjusted CD Rate
Loan shall be due and payable on the last day of each Interest Period
applicable thereto and at maturity (whether by lapse of time, acceleration or
otherwise) and, with respect to any Interest Period applicable to an Adjusted
CD Rate Loan in excess of ninety (90) days, then on the date occurring every
ninety (90) days after the date such Interest Period began and at the end of
such Interest Period, and interest after maturity shall be due and payable
upon demand. Each Adjusted CD Rate Loan shall be in a minimum amount of
$1,000,000.

         (d) Offered Rate Loans. Each Offered Rate Loan shall bear interest
(which the Company promises to pay at the times herein provided) for each
Interest Period selected therefor at the Offered Rate for such Interest
Period, provided that if any Offered Rate Loan is not paid when due (whether
by lapse of time, acceleration or otherwise) such Loan shall bear interest
(which the Company promises to pay at the times herein provided), whether
before or after judgment, until payment in full thereof, through the end of
the Interest Period then applicable thereto at the rate per annum determined
by adding 3% to the interest rate which would otherwise be applicable thereto,
and effective at the end of such Interest Period such Offered Rate Loan shall
thereafter bear interest at the rate per annum equal to the sum of 3% plus the
Domestic Rate from time to time in effect. Interest on each Offered Rate Loan
shall be due and payable on the last day of each Interest Period applicable
thereto and at maturity (whether by lapse of time, acceleration or otherwise)
and, with respect to any Interest Period applicable to an Offered Rate Loan in
excess of ninety (90) days, then on the date occurring every ninety (90) days
after the date such Interest Period began and at the end of such Interest
Period, and interest after maturity shall be due and payable upon demand. Each
Offered Rate Loan shall be in a minimum amount of $500,000. The Company
understands and agrees that the Bank has no obligation to quote Offered Rates
or to make any Offered Rate Loan available to the Company, that the Bank may
refuse to make any such Offered Rate Loan available to the Company after
receiving a request therefor from the Company, and that any such Offered Rate
Loan made available to the Company shall be subject to such other terms and
conditions as are mutually agreed upon by the Company and the Bank.

         Section 2.2 Computation of Interest. All interest on the Note shall
be computed on the basis of a year of 360 days for the actual number of days
elapsed.

         Section 2.3 Change of Law. Notwithstanding any other provisions of
this Agreement or of the Note, if at any time the Bank shall determine in good
faith that any change in applicable laws, treaties or regulations or in the
interpretation thereof makes it unlawful for the Bank to make or maintain any
Fixed Rate Loan, it shall promptly so notify the Company and the obligation of
the Bank to make, relend or maintain such Fixed Rate Loan under this Agreement
shall terminate until it is no longer unlawful for the Bank to make or
maintain such Fixed Rate Loan. The Company, on demand, shall, if the continued
maintenance of any Fixed Rate Loan is unlawful, thereupon prepay the
outstanding principal amount of the affected Fixed Rate Loan, together with
all interest accrued thereon and all other amounts payable to the Bank with
respect thereto under this Agreement; provided, however, that the Company may
elect to reborrow the principal amount of the affected Loan by means of
another type of Loan available hereunder, subject to the terms and conditions
of this Agreement.

         Section 2.4 Unavailability of Deposits or Inability to Ascertain
Adjusted LIBOR or Adjusted CD Rate. Notwithstanding any other provision of
this Agreement or of the Note, if prior to the commencement of any Interest
Period, the Bank shall determine that deposits in the amount of any LIBOR Loan
or Adjusted CD Rate Loan scheduled to be outstanding during such Interest
Period are not readily available to the Bank in the relevant market or by
reason of circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining Adjusted LIBOR or Adjusted CD Rate, then
the Bank shall promptly give notice thereof to the Company and the obligations
of the Bank to make or relend any LIBOR Loan or Adjusted CD Rate Loan, as the
case may be, in such amount and for such Interest Period shall terminate until
deposits in such amount and for the Interest Period selected by the Company
shall again be readily available in the relevant market and adequate and
reasonable means exist for ascertaining Adjusted LIBOR or Adjusted CD Rate, as
the case may be.

         Section 2.5 Taxes and Increased Costs. With respect to any Fixed Rate
Loan, if the Bank shall determine in good faith that any change in any
applicable law, treaty, regulation or guideline (including, without
limitation, Regulation D of the Board of Governors of the Federal Reserve
System) or any new law, treaty, regulation or guideline, or any interpretation
of any of the foregoing by any governmental authority charged with the
administration thereof or any central bank or other fiscal, monetary or other
authority having jurisdiction over the Bank or its lending branch or the Fixed
Rate Loans contemplated by this Agreement (whether or not having the force of
law) shall:

               (i) impose, increase, or deem applicable any reserve, special
         deposit or similar requirement against assets held by, or deposits in
         or for the account of, or loans by, or any other acquisition of funds
         or disbursements by, the Bank which is not in any instance already
         accounted for in computing the interest rate applicable to such Fixed
         Rate Loan;

               (ii) subject the Bank, any Fixed Rate Loan or the Note to the
         extent it evidences such Loan, to any tax (including, without
         limitation, any United States interest equalization tax or similar
         tax however named applicable to the acquisition or holding of debt
         obligations and any interest or penalties with respect thereto),
         duty, charge, stamp tax, fee, deduction or withholding in respect of
         this Agreement, any Fixed Rate Loan or the Note to the extent it
         evidences such Loan, except such taxes as may be measured by the
         overall net income or gross receipts of the Bank or its lending
         branches and imposed by the jurisdiction, or any political
         subdivision or taxing authority thereof, in which the Bank's
         principal executive office or its lending branch is located;

               (iii) change the basis of taxation of payments of principal and
         interest due from the Company to the Bank hereunder or under the Note
         to the extent it evidences any Fixed Rate Loan (other than by a
         change in taxation of the overall net income or gross receipts of the
         Bank); or

               (iv) impose on the Bank any penalty with respect to the
         foregoing or any other condition regarding this Agreement, its
         disbursement, any Fixed Rate Loan or the Note to the extent it
         evidences any Fixed Rate Loan;

and the Bank shall determine that the result of any of the foregoing is to
increase the cost (whether by incurring a cost or adding to a cost) to the
Bank of creating or maintaining any Fixed Rate Loan hereunder or to reduce the
amount of principal or interest received or receivable by the Bank (without
benefit of, or credit for, any prorations, exemption, credits or other offsets
available under any such laws, treaties, regulations, guidelines or
interpretations thereof), then the Company shall pay on demand to the Bank
from time to time as specified by the Bank such additional amounts as the Bank
shall reasonably determine are sufficient to compensate and indemnify it for
such increased cost or reduced amount. If the Bank makes such a claim for
compensation, it shall provide to the Company a certificate setting forth the
computation of the increased cost or reduced amount as a result of any event
mentioned herein in reasonable detail and such certificate shall be conclusive
if reasonably determined.

         Section 2.6 Funding Indemnity. In the event the Bank shall incur any
loss, cost or expense (including, without limitation, any loss of profit, and
any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired or contracted to be acquired
by the Bank to fund or maintain any Fixed Rate Loan or the relending or
reinvesting of such deposits or other funds or amounts paid or prepaid to the
Bank) as a result of:

               (i) any payment of a Fixed Rate Loan on a date other than the
         last day of the then applicable Interest Period for any reason,
         whether before or after default, and whether or not such payment is
         required by any provisions of this Agreement; or

               (ii) any failure by the Company to borrow or reborrow a Fixed
         Rate Loan on the date specified in a notice given pursuant to this
         Agreement;

then upon the demand of the Bank, the Company shall pay to the Bank such
amount as will reimburse the Bank for such loss, cost or expense. If the Bank
requests such a reimbursement it shall provide the Company with a certificate
setting forth the computation of the loss, cost or expense giving rise to the
request for reimbursement in reasonable detail and such certificate shall be
conclusive if reasonably determined.

         Section 2.7 Change in Capital Adequacy Requirements. If the Bank
shall determine that the adoption after the date hereof of any applicable law,
rule or regulation regarding capital adequacy, or any change in any existing
law, rule or regulation, or any change in the interpretation or administration
thereof, by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by
the Bank (or any of its branches) with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on the Bank's capital as a consequence of its
obligations hereunder or for the credit which is the subject matter hereof to
a level below that which the Bank could have achieved but for such adoption,
change or compliance (taking into consideration the Bank's policies with
respect to liquidity and capital adequacy) by an amount deemed by the Bank to
be material, then from time to time, within fifteen (15) days after demand by
the Bank, the Company shall pay to the Bank such additional amount or amounts
reasonably determined by the Bank as will compensate the Bank for such
reduction.

         Section 2.8 Lending Branch. The Bank may, at its option, elect to
make, fund or maintain the Loans hereunder at such of its branches or offices
as the Bank may from time to time elect.

         Section 2.9 Discretion of Bank as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary, the Bank
shall be entitled to fund and maintain its funding of the Loans in any manner
it sees fit, it being understood, however, that for the purposes of this
Agreement all determinations hereunder shall be made as if the Bank had
actually funded and maintained each Fixed Rate Loan during each Interest
Period applicable thereto through the purchase of deposits in the relevant
market in the amount of such Fixed Rate Loan, having a maturity corresponding
to such Interest Period and bearing an interest rate equal to the LIBOR, CD
Rate or Offered Rate, as the case may be, for such Interest Period.

SECTION 3. FEES, PREPAYMENTS TERMINATIONS, APPLICATIONS AND EXTENSIONS.

Section 3.1  Fees.

         (a) Commitment Fee. The Company shall pay to the Bank a commitment
fee at the rate of 1/4 of 1 % per annum (computed on the basis of a year of
360 days and the actual number of days elapsed) on the daily average unused
portion of the Commitment. Such commitment fee shall be payable
quarter-annually in arrears on the last day of each September, December, March
and June in each year (commencing December 31, 1993) and on the Termination
Date, unless the Commitment is terminated in whole on an earlier date, in
which event the commitment fee for the period to the date of such termination
in whole shall be paid on the date of such termination.

         Section 3.2 Voluntary Prepayments. (a) The Company shall have the
privilege of prepaying without premium or penalty and in whole or in part (but
if in part, then in an amount not less than $25,000) the Domestic Rate Loans
at any time upon notice to the Bank prior to 11:00 a.m. (Chicago time) on the
date fixed for prepayment.

         (b) The Company may prepay any Fixed Rate Loan only on the last date
of the then applicable Interest Period, in whole or in part (but if in part,
then in an amount not less than $1,000,000 or, in the case of Offered Rate
Loans, $500,000) upon three (3) Business Days' prior notice to the Bank (which
notice shall be irrevocable once given, must be received by the Bank no later
than 11:00 a.m. (Chicago time) on the third Business Day preceding the date of
such prepayment and shall specify the principal amount to be repaid);
provided, however, that the outstanding principal amount of any Fixed Rate
Loan prepaid in part shall not be less than $1,000,000 (or, in the case of
Offered Rate Loans, $500,000) after giving effect to such prepayment. Any such
prepayment shall be effected by payment of the principal amount to be prepaid
and accrued interest thereon to the end of the applicable Interest Period.

         Section 3.3 Terminations. The Company shall have the right at any
time and from time to time, upon three (3) Business Days' prior notice to the
Bank, to terminate without premium or penalty and in whole or in part (but if
in part, then in an amount not less than $25,000) the Commitment, provided
that the Commitment may not be reduced to an amount less than the aggregate
principal amount of the Loans then outstanding. Any termination of the
Commitment pursuant to this Section may not be reinstated.

         Section 3.4 Place and Application of Payments. All payments of
principal, interest, fees and all other amounts payable hereunder shall be
made to the Bank at its principal office in Chicago, Illinois no later than
11:00 a.m. (Chicago time) on the date any such payment is due and payable. All
such payments shall be made in lawful money of the United States of America,
in immediately available funds at the place of payment, without setoff or
counterclaim and without reduction for, and free from, any and all present or
future taxes, levies, imposts, duties, fees, charges, deductions,
withholdings, restrictions or conditions of any nature imposed by any
government or any political subdivision or taxing authority thereof (but
excluding any taxes imposed on or measured by the net income of the Bank).
Unless the Company otherwise directs, principal payments shall be first
applied to the Domestic. Rate Loans until payment in full thereof, with any
balance applied to the Fixed Rate Loans in the order in which their Interest
Periods expire.

         Section 3.5 Notations and Requests. All Loans made against the Note,
the status of all amounts evidenced by the Note as constituting Domestic Rate
Loans or LIBOR Loans or Adjusted CD Rate Loans or Offered Rate Loans, and the
rates of interest and Interest Periods applicable to such Loans shall be
recorded by the Bank on its books and records or, at its option in any
instance, endorsed on a schedule to the Note and the unpaid principal balance
and status, rates and Interest Periods so recorded or endorsed by the Bank
shall be prima facie evidence in any court or other proceeding brought to
enforce the Note of the principal amount remaining unpaid thereon, the status
of the Loans evidenced thereby and the interest rates and Interest Periods
applicable thereto; provided that the failure of the Bank to record any of the
foregoing shall not limit or otherwise affect the obligation of the Company to
repay the principal amount of the Note together with accrued interest thereon.
Prior to any negotiation of the Note, the Bank shall record on a schedule
thereto the status of all amounts evidenced thereby as constituting Domestic
Rate Loans or LIBOR Loans or Adjusted CD Rate Loans or Offered Rate Loans and
the rates of interest and the Interest Periods applicable thereto.

         Section 3.6 Extensions of the Revolving Credit Termination Date. At
the time the Company provides the Bank with the audited financial statements
specified in Section 8.5(b) hereof, commencing with the fiscal year 1995
statements, the Company may request in a written notice to the Bank that the
scheduled Termination Date then in effect be extended for one (1) year. The
Bank will inform the Company whether it agrees to such extension within sixty
(60) days after receiving such request and if it is so agreeable the
Termination Date shall automatically be extended for one (1) year. In no
event, however, shall the Termination Date be extended beyond October 31,
1998.

SECTION 4.   GUARANTEES.

         Section 4.1 Payment of all indebtedness, obligations and liabilities
of the Company to the Bank shall at all times be guaranteed by the Guarantors
pursuant to guaranty agreements satisfactory to the Bank (the "Guaranty
Agreements").

SECTION 5.  DEFINITIONS; INTERPRETATION.

         Section 5.1 Definitions. The following terms when used herein shall
have the following meanings:

         "Adjusted CD Rate" means a rate per annum (rounded upwards, if
necessary, to the nearest 1/8 of 1%) determined by the Bank in accordance with
the following formula:


     Adjusted CD Rate     =               CD Rate             +  Assessment
                               ----------------------------
                               100% - CD Reserve Percentage           Rate

"Assessment Rate" means for purposes of computing the Adjusted CD Rate, the
assessment rate (rounded upwards, if necessary, to the nearest 1/100 of 1%)
imposed by the Federal Deposit Insurance Corporation for insuring the Bank's
liability for time deposits, as in effect from time to time. "CD Rate" means,
with respect to each Interest Period, the rate per annum determined by the
Bank to be the arithmetic average of the bid rates quoted to it in the
secondary market at approximately 11:00 a.m. (Chicago time) on the first day
of such Interest Period by three Chicago or New York certificate of deposit
dealers of recognized standing selected by the Bank for the purchase at face
value of certificates of deposit of the Bank in an amount equal to the part of
the CD Loan to be outstanding during such Interest Period. Each determination
of the CD Rate made by the Bank shall be conclusive and binding on the Company
absent manifest error. "CD Reserve Percentage" means the rate (as determined
by the Bank) of the maximum reserve requirement (including, without
limitation, any supplemental, marginal and emergency reserves) imposed by the
Board of Governors of the Federal Reserve System (or any successor) from time
to time on the Bank's non-personal time deposits having a maturity equal to
the applicable Interest Period and in an amount equal to the unpaid principal
amount of the applicable CD Loan, subject to any amendments of such reserve
requirement by such Board or its successor, taking into account any
transitional adjustments thereto. The Adjusted CD Rate shall automatically be
adjusted as of the date of any change in the CD Reserve Percentage.

         "Adjusted CD Rate Loan" shall mean a Loan bearing interest as
specified in Section 2.1(c) hereof.

         "Adjusted LIBOR" means a rate per annum determined pursuant to the
following formula:

                      Adjusted LIBOR =               LIBOR
                                          -----------------------
                                          100%-Reserve Percentage

         "Reserve Percentage" means, for the purpose of computing Adjusted
LIBOR, the maximum rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental or other special reserves)
imposed by the Board of Governors of the Federal Reserve System (or any
successor) under Regulation D on Eurocurrency liabilities (as such term is
defined in Regulation D) for the applicable Interest Period as of the first
day of such Interest Period, but subject to any amendments to such reserve
requirement by such Board or its successor, and taking into account any
transitional adjustments thereto becoming effective during such Interest
Period. For purposes of this definition, LIBOR Loans shall be deemed to be
Eurocurrency liabilities as defined in Regulation D without benefit of or
credit for prorations, exemptions or offsets under Regulation D. "LIBOR"
means, for each Interest Period, (a) the LIBOR Index Rate for such Interest
Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be
determined, the arithmetic average of the rate of interest per annum (rounded
upward, if necessary, to the nearest (1/100th of 1%) at which deposits in U.S.
Dollars in immediately available funds are offered to the Bank at 11:00 a.m.
(London, England time) two Business Days before the beginning of such Interest
Period by major banks in the interbank eurodollar market for a period equal to
such Interest Period and in an amount equal or comparable to the applicable
LIBOR Loan scheduled to be outstanding from the Bank during such Interest
Period. "LIBOR Index Rate" means, for any Interest Period, the rate per annum
(rounded upwards, if necessary, to the next higher 1/100th of 1%) for deposits
in the U.S. Dollars for a period equal to such Interest Period which appears
on the Teller Rate Page 3750 as of 11:00 (London, England time) on the date
two Business Days before the commencement of such Interest Period. "Teller
Rate, Page 3750" means the display designated as "Page 3750" on the Teller
Rate Service (or such other page as may replace Page 3750 on that service or
such other service as may be nominated by the British Bankers' Association as
the information vendor for the purpose of displaying British Bankers'
Association Interest Settlement Rates for U.S. Dollar deposits). Each
determination of LIBOR made by the Bank shall be conclusive and binding absent
manifest error.

         "Affiliate" means any 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 for the purposes of
this definition if such Person possesses, directly or indirectly, the power to
direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, common directors,
trustees or officers, by contract or otherwise.

         "Authorized Representative" means those persons shown on the list of
officers provided by the Company pursuant to Section 7.2(a) hereof or on any
update of any such list provided by the Company to the Bank, or any further or
different officer(s) of the Company so named by any Authorized Representative
of the Company in a written notice to the Bank.

         "Bank" is defined in the introductory paragraph hereof.

         "Business Day" means a day (other than a Saturday or Sunday) on which
the Bank is open for business in Chicago, Illinois for the conduct of
substantially all of its commercial lending activities and, when used with
respect to LIBOR Loans, a day on which the Bank is also dealing in United
States dollar deposits in London, England and Nassau, Bahamas.

         "Capital Lease" means any lease of Property which in accordance with
GAAP is required to be capitalized on the balance sheet of the lessee.

         "Capitalized Lease Obligation" means the amount of the liability
shown on the balance sheet of any Person in respect of a Capital Lease
determined in accordance with GAAP.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.

         "Commitment" is defined in Section 1.1 hereof.

         "Company" is defined in the introductory paragraph hereof.

         "Consolidated Debt" shall mean as of any time the same is to be
determined, the aggregate of all indebtedness, obligations, liabilities,
reserves and any other items which would be classified as a liability on a
consolidated balance sheet of the Company and its Subsidiaries in accordance
with generally accepted accounting principles, including all indebtedness or
liabilities of any other person which the Company or any Subsidiary may
guarantee or otherwise be responsible or liable for (other than any liability
arising out of the endorsement of commercial paper for deposit or collection
received in the ordinary course of business), and all indebtedness and
liabilities secured by any lien or any security interest on any property or
assets of the Company or any Subsidiary whether or not the same would be
classified as a liability on a balance sheet, and the aggregate amount of
Capitalized Lease Obligations of the Company or any Subsidiary, but excluding
all general contingency reserves and reserves for deferred income taxes and
investment credit, all computed and determined without duplication and on a
consolidated basis for the Company and its Subsidiaries after the elimination
of inter-company items in accordance with generally accepted accounting
principles consistently applied.

         "Consolidated Net Earnings" for any period shall mean the net
earnings of the Company and its Subsidiaries for such period as computed on a
consolidated basis in accordance with generally accepted accounting principles
consistently applied, and without limiting the foregoing, after deduction from
gross income of all expenses, including provisions for all taxes on or
measured by income, but excluding any extraordinary profits or losses on the
sale or other disposition of fixed or capital assets or on the acquisition,
retirement, sale or other disposition of stock or securities of the Company or
any Subsidiary and also excluding any taxes on such profits and any tax
deductions or credits on account of any such losses.

         "Consolidated Tangible Net Worth" shall mean the excess of total
assets of the Company and its Subsidiaries over total liabilities and reserves
of the Company and its Subsidiaries computed on a consolidated basis, total
assets and total liabilities each to be determined in accordance with
generally accepted accounting principles consistently applied, excluding,
however, from the determination of total assets all assets which would be
classified as intangible assets under generally accepted accounting
principles, including, without limitation, goodwill, non-compete agreements,
patents, trademarks, trade names, copyrights, franchises and deferred charges
(including, without limitation, unamortized debt discount and expense,
organization costs and deferred research and development expense) and
excluding the write-up of assets above costs (other than write-ups in
connection with acquisitions which are made in accordance with GAAP
acquisition accounting principles), and including in total liabilities all
obligations included in Consolidated Debt. "Controlled Group" means all
members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together with the
Company or any Subsidiary, are treated as a single employer under Section 414
of the Code.

         "Default" means any event or condition the occurrence of which would,
with the passage of time or the giving of notice, or both, constitute an Event
of Default.

         "Domestic Rate" means, for any day, the greater of (i) the rate of
interest announced by the Bank from time to time as its prime commercial rate,
as in effect on such day; and (ii) the sum of (x) the rate determined by the
Bank to be the average (rounded upwards, if necessary, to the next higher
1/100 of 1%) of the rates per annum quoted to the Bank at approximately 10:00
a.m. (Chicago time) (or as soon thereafter as is practicable) on such day (or,
if such day is not a Business Day, on the immediately preceding Business Day)
by two or more Federal funds brokers selected by the Bank for the sale to the
Bank at face value of Federal funds in an amount equal or comparable to the
principal amount owed to the Bank for which such rate is being determined,
plus (y) 3/8 of 1% (0.375%).

         "Domestic Rate Loan" means a Loan bearing interest as specified in
Section 2.1 (a) hereof.

         "EBIT" shall mean, with reference to any period, Consolidated Net
Earnings for such period plus all amounts deducted in arriving at such
Consolidated Net Earnings in respect of (a) Interest Expense and (b) taxes
imposed on or measured by income or excess profits.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute thereto.

         "Event of Default" means any event or condition. identified as such
in Section 9.1 hereof.

         "Fixed Rate Loan" means and includes LIBOR Loans, Adjusted CD Rate
Loans and Offered Rate Loans, unless the context in which such term is used
shall otherwise require.

         "GAAP" means generally accepted accounting principles as an effect
from time to time, applied by the Company and its Subsidiaries on a basis
consistent with the preparation of the Company's most recent financial
statements furnished to the Bank pursuant to Section 6.4 hereof.

         "Guarantors" means Aero-Motive Company, Daniel Woodhead Company,
Advanced Interconnect, Inc., Central Rubber Company and FOCS, Inc.

         "Indebtedness for Borrowed Money" means for any Person (without
duplication) (i) all indebtedness created, assumed or incurred in any manner
by such Person representing money borrowed (including by the issuance of debt
securities), (ii) all indebtedness for the deferred purchase price of property
or services, (iii) all indebtedness secured by any Lien upon Property of such
Person, whether or not such Person has assumed or become liable for the
payment of such indebtedness, (iv) all Capitalized Lease Obligations of such
Person and (v) all obligations of such Person on or with respect to letters of
credit, bankers' acceptances and other extensions of credit whether or not
representing obligations for borrowed money.

         "Interest Coverage Ratio" shall mean as of any time the same is to be
determined, the ratio of (a) EBIT during the twelve most recently completed
calendar months to (b) Interest Expense during the same period.

         "Interest Expense" shall mean with reference to any period all
interest charges (including imputed interest on Capitalized Lease Obligations)
and amortization of debt discount and expense with respect to all Indebtedness
for Borrowed Money of the Company and its Subsidiaries during such period.

         "Interest Period" means, with respect to (a) any Domestic Rate Loan,
the period commencing on the date the relevant Domestic Rate Loan is made and
concluding on the date 90 days thereafter, provided that any Interest Period
for a Domestic Rate Loan, which commences within 90 days of the Termination
Date shall end on the Termination Date notwithstanding that such Interest
Period is less than 90 days, (b) any LIBOR Loan, the period commencing on the
date the relevant date such LIBOR Loan is made and ending one (1), two (2),
three (3), six (6), nine (9) or twelve (12) months thereafter as selected by
the Company in its notice as provided herein, (c) any Adjusted CD Rate Loan,
the period commencing on the date the relevant date Adjusted CD Rate Loan is
made and ending thirty (30), sixty (60), ninety (90), one hundred eighty (180)
or three hundred sixty (360) days thereafter as selected by the Company in its
notice as provided herein and (d) any Offered Rate Loan, the period commencing
on the date the relevant Offered Rate Loan is made and ending seven (7) to one
hundred eighty (180) days thereafter as selected by the Company in its notice
as provided herein; provided that, all of the foregoing provisions relating to
Interest Periods are subject to the following:

               (i) if any Interest Period would otherwise end on a day which
         is not a Business Day, that Interest Period shall be extended to the
         next succeeding Business Day, unless in the case of an Interest
         Period for a LIBOR Loan the result of such extension would be to
         carry such Interest Period into another calendar month in which event
         such Interest Period shall end on the immediately preceding Business
         Day;

               (ii) no Interest Period may extend beyond the final maturity
         date of the Note;

               (iii) the interest rate to be applicable to each Loan for each
         Interest Period shall apply from and including the first day of such
         Interest Period to but excluding the last day thereof; and

               (iv) no Interest Period may be selected if after giving effect
         thereto the Company will be unable to make a principal payment
         scheduled to be made during such Interest Period without paying part
         of a Fixed Rate Loan on a date other than the last day of the
         Interest Period applicable thereto.

For purposes of determining an Interest Period, a month means a period
starting on one day in a calendar month and ending on a numerically
corresponding day in the next calendar month, provided, however, if an
Interest Period begins on the last day of a month or if there is no
numerically corresponding day in the month in which an Interest Period is to
end, then such Interest Period shall end on the last Business Day of such
month.

         "LIBOR Loans" means a Loan bearing interest as set forth in Section
2.1(b) hereof.

         "Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of
a vendor or lessor under any, conditional sale, capital lease or other title
retention arrangement.

         "Loan" shall mean and include the Domestic Rate Loans, the Adjusted
CD Rate Loans, the LIBOR Loans and the Offered Rate Loans, unless the context
in which such term is used shall otherwise require.

         "Material Plan" is defined in Section 9.1(h) hereof.

         "Note" is defined in Section 1.1 hereof.

         "Offered Rate" means the rate per annum quoted to the Company by the
Bank for the applicable Interest Period, such Offered Rate being subject at
all times to the provisions of Section 2.1(d) hereof.

         "Offered Rate Loan" means a Loan bearing interest as set forth in
Section 2.1(d) hereof.

         "PBGC" means the Pension Benefit Guaranty Corporation or any Person
succeeding to any or all of its functions under ERISA.

         "Person" means an individual, partnership, corporation, association,
trust, unincorporated organization or any other entity or organization,
including a government or agency or political subdivision thereof.

         "Plan" means any employee pension benefit plan covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the
Code that either (i) is maintained by a member of the Controlled Group for
employees of a member of the Controlled Group, (ii) is maintained pursuant to
a collective bargaining agreement or any other arrangement under which more
than one employer makes contributions and to which a member of the Controlled
Group is then making or accruing an obligation to make contributions or has
within the preceding five plan years made contributions, or (iii) under which
a member of the Controlled Group has any liability, including any liability by
reason of having been a substantial employer within the meaning of Section
4063 of ERISA at any time during the preceding five years or by reason of
being deemed a contributing sponsor under Section 4064 of ERISA.

         "Property" means any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

         "Revolving Credit" is defined in Section 1.1 hereof.

         "Subsidiary" means any corporation or other Person more than 50% of
the outstanding ordinary voting shares or other equity interests of which is
at the time directly or indirectly owned by the Company, by one or more of its
Subsidiaries, or by the Company and one or more of its Subsidiaries.

         "Termination Date" means October 31, 1996, or such earlier date on
which the Commitment is terminated in whole pursuant to Sections 3.3, 9.2 or
9.3 hereof.

         "Unfunded Vested Liabilities" means, for any Plan at any time, the
amount (if any) by which the present value of all vested nonforfeitable
accrued benefits under such Plan exceeds the fair market value of all Plan
assets allocable to such benefits, all determined as of the then most recent
valuation date for such Plan, but only to the extent that such excess
represents a potential Liability of a member of the Controlled Group to the
PBGC or the Plan under Title IV of ERISA.

         "Welfare Plan" means a "welfare plan" as defined in Section 3(l) of
ERISA.

         " Wholly Owned Subsidiary" means a Subsidiary of which all of the
issued and outstanding shares of capital stock (other than directors'
qualifying shares as required by law) or other equity interests are owned by
the Company and/or one or more Wholly Owned Subsidiaries within the meaning of
this definition.

         Section 5.2 Interpretation. The foregoing definitions are equally
applicable to both the singular and plural forms of the terms defined. All
references to time of day herein are references to Chicago, Illinois time
unless otherwise specifically provided. Where the character or amount of any
asset or liability or item of income or expense is required to be determined
or any consolidation or other accounting computation is required to be made
for the purposes of this Agreement, it shall be done in accordance with GAAP
except where such principles are inconsistent with the specific provisions of
this Agreement.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

         The Company represents and warrants to the Bank as follows:

         Section 6.1 Organization and Qualification. The Company is duly
organized, validly existing and in good standing as a corporation under the
laws of the State of Delaware, has full and adequate corporate power to own
its Property and conduct its business as now conducted, and is duly licensed
or qualified and in good standing in each jurisdiction in which the nature of
the business conducted by it or the nature of the Property owned or leased by
it requires such licensing or qualifying. The Company has full right and
authority to enter into this Agreement, to make the borrowings herein provided
for, to issue its Note in evidence thereof, and to perform each and all of the
matters and things herein and therein provided for; and this Agreement and the
Note do not, nor does the performance or observance by the Company of any of
the matters and things herein or therein provided for, contravene or
constitute a default under any provision of law or any judgment, injunction,
order or decree binding upon the Company or any charter or by-law provision of
the Company or any covenant, indenture or agreement of or affecting the
Company or any of its Properties, or result in the creation or imposition of
any Lien on any Property of the Company.

         Section 6.2 Subsidiaries. Each Subsidiary is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it
is incorporated or organized, as the case may be, has full and adequate power
to own its Property and conduct its business as now conducted, and is duly
licensed or qualified and in good standing in each jurisdiction in which the
nature of the business conducted by it or the nature of the Property owned or
leased by it requires such licensing or qualifying. Schedule 6.2 hereto
identifies each Subsidiary, the jurisdiction of its incorporation or
organization, as the case may be, the percentage of issued and outstanding
shares of each class of its capital stock or other equity interests owned by
the Company and the Subsidiaries and, if such percentage is not 100%
(excluding directors' qualifying shares as required by law), a description of
each class of its authorized capital stock and other equity interests and the
number of shares of each class issued and outstanding. All of the outstanding
shares of capital stock and other equity interests of each Subsidiary are
validly issued and outstanding and fully paid and nonassessable and all such
shares and other equity interests indicated on Schedule 6.2 as owned by the
Company or a Subsidiary are owned, beneficially and of record, by the Company
or such Subsidiary free and clear of all Liens. There are no outstanding
commitments or other obligations of any Subsidiary to issue, and no options,
warrants or other rights of any Person to acquire, any shares of any class of
capital stock or other equity interests of any Subsidiary. The Guarantors have
full right and authority to enter into the Guaranty Agreements and to perform
each and all of the matters and things therein provided for; and the Guaranty
Agreements do not, nor does the performance or observance by the Guarantors of
any of the matters and things herein or therein provided for, contravene or
constitute a default under any provision of law or any judgment, injunction,
order or decree binding upon the Guarantors or any covenant, indenture or
agreement of or affecting any of the Guarantors or any of their respective
Properties, or result in the creation or imposition of any Lien on any
Properties of the Guarantors.

         Section 6.3 Margin Stock. Neither the Company nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System), and no part of the proceeds
of any Loan will be used to purchase or carry any such margin stock or to
extend credit to others for the purpose of purchasing or carrying any such
margin stock.

         Section 6.4 Financial Reports. The consolidated balance sheet of the
Company and its Subsidiaries as at October 3, 1992 and the related
consolidated statements of income, retained earnings and cash flows of the
Company and its Subsidiaries for the fiscal year then ended, and accompanying
notes thereto, which financial statements are accompanied by the audit report
of Arthur Andersen, independent public accountants, and the unaudited interim
consolidated and consolidating balance sheets of the Company and its
Subsidiaries as at July 3, 1993 and the related consolidated and consolidating
statements of income, retained earnings and cash flows of the Company and its
Subsidiaries for the nine (9) months then ended, heretofore furnished to the
Bank, fairly present the consolidated financial condition of the Company and
its Subsidiaries as at said dates and the consolidated results of their
operations and cash flows for the periods then ended in conformity with GAAP
applied on a consistent basis. Neither the Company nor any Subsidiary has
contingent liabilities which are material to it other than as indicated on
such financial statements or, with respect to future periods, on the financial
statements furnished pursuant to Section 8.5 hereof. Since July 3, 1993, there
has been no material adverse change in the condition (financial or otherwise)
or business prospects of the Company or any Subsidiary nor any change to the
Company or any Subsidiary except those occurring in the ordinary course of
business.

         Section 6.5 Good Title. The Company and its Subsidiaries have good
and defensible title to their respective assets as reflected on the most
recent consolidated balance sheet of the Company and its Subsidiaries
furnished to the Bank (except for sales of assets by the Company and its
Subsidiaries in the ordinary course of their respective businesses). subject
to no Liens other than such thereof as are permitted by Section 8.10 hereof.

         Section 6.6 Litigation and Other Controversies. There is no
litigation or governmental proceeding or labor controversy pending, nor to the
knowledge of the Company threatened, against the Company or any Subsidiary
which if adversely determined would result in any material adverse change in
the financial condition, Properties, business or operations of the Company or
any Subsidiary.

         Section 6.7 Taxes. The United States federal income tax returns of
the Company and its Subsidiaries for the taxable year ended October 1, 1988,
and for all taxable years ended prior to said date have been examined by the
Internal Revenue Service and have been approved as filed, and any additional
assessments in connection with any of such years have been paid or the
applicable statute of limitations therefor has expired. There are no
objections to or controversies or assessments due in respect of the tax
returns of the Company and its Subsidiaries pending, nor to the knowledge of
the Company is any such objection, controversy or assessment threatened.

         Section 6.8 Approvals. No authorization, consent, license, exemption,
filing or registration with any court or governmental department, agency or
instrumentality, nor any approval or consent of the stockholders of the
Company or any other Person, is or will be necessary to the valid execution,
delivery or performance by (a) the Company of this Agreement or the Note or
(b) the Guarantors of the Guaranty Agreements.

         Section 6.9 Investment Company; Public Utility Holding Company.
Neither the Company nor any Subsidiary is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "public utility holding company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

         Section 6.10 ERISA. The Company and its Subsidiaries are in
compliance in all material respects with ERISA to the extent applicable to
them and have received no notice to the contrary from the PBGC or any other
governmental entity or agency. As of October 1, 1991, the net liability of the
Company and its Subsidiaries to the PBGC in respect of Unfunded Vested
Liabilities would not have been in excess $214,000 if all employee pension
benefit plans maintained by the Company and its Subsidiaries had been
terminated as of such date. No condition exists nor has any event or
transaction occurred with respect to any Plan which could reasonably be
expected to result in the incurrence by the Company or any Subsidiary of any
material liability, fine or penalty under ERISA or in connection with any
Plan. Neither the Company nor any Subsidiary has any contingent liability for
any postretirement benefits under a Welfare Plan, other than liability for
continuation of coverage described in Part 6 of Title I of ERISA.

         Section 6.11 Compliance with Laws. The Company and each of its
Subsidiaries are in compliance with the requirements of all federal, state and
local laws, rules and regulations applicable to or pertaining to the
Properties or business operations of the Company and its Subsidiaries
(including, without limitation, the Occupational Safety and Health Act of
1970, the Americans with Disabilities Act of 1990, and laws and regulations
establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes and substances), non-compliance with which could have a
material adverse effect on the financial condition, Properties, business or
operations of the Company or any Subsidiary. Neither the Company nor any
Subsidiary has received notice to the effect that its operations are not in
compliance with any of the requirements of applicable federal, state or local
environmental, health and safety statutes and regulations or are the subject
of any governmental investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or substance
into the environment, which non-compliance or remedial action could have a
material adverse effect on the financial condition, Properties, business or
operations of the Company or any Subsidiary.

         Section 6.12 Other Agreements. Neither the Company nor any Subsidiary
is in default under the terms of any covenant, indenture or agreement of or
affecting the Company, any Subsidiary or any of their Properties, which
default if uncured would have a material adverse effect on the financial
condition, Properties, business or operations of the Company or any
Subsidiary.

SECTION 7.  CONDITIONS PRECEDENT.

         The obligation of the Bank to make any Loan under this Agreement is
subject to the following conditions precedent:

         Section 7.1 All Advances. As of the time of the making of each Loan
(including the initial Loan) hereunder:

               (a) each of the representations and warranties set forth in
         Section 6 hereof shall be true and correct as of such time, except to
         the extent the same expressly relate to an earlier date; and

               (b) no Default or Event of Default shall have occurred and be
         continuing hereunder.

The Company's request for any Loan shall constitute its warranty as to the
foregoing effects.

         Section 7.2 Initial Advance. At or prior to the making of the initial
Loan hereunder, the following conditions precedent shall also have been
satisfied:

               (a) the Bank shall have received the following (each to be
         properly executed and completed) and the same shall have been
         approved as to form and substance by the Bank:

                     (i) the Note;

                     (ii) the Guaranty Agreements:

                     (iii) copies (executed or certified, as may be
               appropriate) of all legal documents or proceedings taken in
               connection with the execution and delivery of this Agreement,
               the Note and the Guaranty Agreements to the extent the Bank or
               its counsel may reasonably request; and

                     (iv) an incumbency certificate containing the name, title
               and genuine signatures of each of the Company's Authorized
               Representatives;

               (b) legal matters incident to the execution and delivery of
         this Agreement, the Note and the Guaranty Agreements and to the
         transactions contemplated hereby shall be satisfactory to the Bank
         and its counsel; and the Bank shall have received the favorable
         written opinion of counsel for the Company in form satisfactory to
         the Bank and its counsel.

SECTION 8. COVENANTS.

         The Company agrees that, so long as any credit is available to or in
use by the Company hereunder, except to the extent compliance in any case or
cases is waived in writing by the Bank:

         Section 8.1 Corporate Existence, Etc. The Company shall, and shall
cause each Subsidiary to, preserve and maintain its corporate existence. The
Company will preserve and keep in force and effect, and cause each Subsidiary
to preserve and keep in force and effect, all licenses, permits and franchises
necessary to the proper conduct of its business.

         Section 8.2 Maintenance of Properties. The Company will maintain,
preserve and keep its Properties in good repair, working order and condition
and will from time to time make all needful and proper repairs, renewals,
replacements, additions and betterments thereto so that at all times the
efficiency thereof shall be fully preserved and maintained, and will cause
each Subsidiary to do so in respect of Property owned or used by it.

         Section 8.3 Taxes and Assessments. The Company will duly pay and
discharge, and will cause each Subsidiary to duly pay and discharge, all
taxes, rates, assessments, fees and governmental charges upon or against it or
its Properties, in each case before the same become delinquent and before
penalties accrue thereon, unless and to the extent that the same are being
contested in good faith and by appropriate proceedings which prevent
enforcement of the matter under contest and adequate reserves are provided
therefor.

         Section 8.4 Insurance. The Company will insure and keep insured, and
will cause each Subsidiary to insure and keep insured, with good and
responsible insurance companies, all insurable Property owned by it which is
of a character usually insured by Persons similarly situated and operating
like Properties against loss or damage from such hazards and risks, and in
such amounts, as are insured by Persons similarly situated and operating like
Properties; and the Company will insure, and cause each Subsidiary to insure,
such other hazards and risks (including employers' and public liability risks)
with good and responsible insurance companies as and to the extent usually
insured by Persons similarly situated and conducting similar businesses. The
Company will upon request of the Bank furnish a certificate setting forth in
summary form the nature and extent of the insurance maintained pursuant to
this Section.

         Section 8.5 Financial Reports. The Company will, and will cause each
Subsidiary to, maintain a standard system of accounting in accordance with
GAAP and will furnish to the Bank and its duly authorized representatives such
information respecting the business and financial condition of the Company and
its Subsidiaries as the Bank may reasonably request; and without any request,
will furnish to the Bank:

               (a) as soon as available, and in any event within 45 days after
         the close of each quarterly fiscal period of the Company (except the
         last such period in each fiscal year), a copy of the consolidated and
         consolidating balance sheets and consolidated and consolidating
         statements of income, retained earnings and cash flows of the Company
         and its Subsidiaries for such period, all in reasonable detail
         showing in comparative form the figures for the corresponding date
         and period in the previous fiscal year, prepared by the Company in
         accordance with GAAP and certified to by a responsible financial
         officer of the Company;

               (b) as soon as available, and in any event within 90 days after
         the close of each fiscal year of the Company, a copy of the
         consolidated balance sheet of the Company and its Subsidiaries as of
         the close of such fiscal year and the consolidated statements of
         income, retained earnings and cash flows of the Company and its
         Subsidiaries for such period, and accompanying notes thereto, all in
         reasonable detail showing in comparative form the figures for the
         previous fiscal year, accompanied by an opinion thereon of
         independent public accountants of recognized standing, selected by
         the Company and satisfactory to the Bank, to the effect that the
         financial statements have been prepared in accordance with GAAP and
         present fairly in accordance with GAAP the consolidated financial
         condition of the Company and its Subsidiaries as of the close of such
         fiscal year and the results of their operations and cash flows for
         the fiscal year then ended and that an examination of such accounts
         in connection with such financial statements has been made in
         accordance with generally accepted auditing standards and,
         accordingly, such examination included such tests of the accounting
         records and such other auditing procedures as were considered
         necessary in the circumstances;

               (c) as soon as available and in any event within 90 days after
         the close of each fiscal year, a copy of a balance sheet as of the
         close of such fiscal year, and statements of income, retained
         earnings and cash flows on a consolidating basis in accordance with
         GAAP for the Company and its Subsidiaries for such period, showing in
         comparative form the consolidated figures for the previous fiscal
         year, prepared by the Company and certified to by a responsible
         financial officer of the Company; and

               (d) promptly after knowledge thereof shall have come to the
         attention of any responsible officer of the Company, written notice
         of any threatened or pending litigation or governmental proceeding or
         labor controversy against the Company or any Subsidiary which, if
         adversely determined, would adversely effect the financial condition,
         Properties, business or operations of the Company or any Subsidiary
         or of the occurrence of any Default or Event of Default hereunder.

Each of the financial statements furnished to the Bank pursuant to clauses (b)
and (c) of this Section shall be accompanied by a written certificate in the
form attached hereto as Exhibit C signed by either the chief accounting
officer or by the chief financial officer of the Company to the effect that to
the best of such officer's knowledge and belief no Default or Event of Default
has occurred during the period covered by such statements or, if any such
Default or Event of Default has occurred during such period, setting forth a
description of such Default or Event of Default and specifying the action, if
any, taken by the Company to remedy the same. Such certificate shall also set
forth the calculations supporting such statements in respect of Sections 8.6,
8.7, 8.8 and 8.9 of this Agreement.

         Section 8.6 Interest Coverage Ratio. The Company will as of the last
day of each fiscal quarter (commencing with the fiscal quarter ending on or
about December 31, 1993) have an Interest Coverage Ratio for the four quarter
period (taken as a single accounting period) then ending of not less than 3.0
to 1.0.

         Section 8.7 Leverage Ratio. The Company shall at all times maintain a
ratio of (a) Consolidated Debt to (b) Consolidated Tangible Net Worth of not
more than 1.25 to 1.00.

         Section 8.8 Consolidated Tangible Net Worth. The Company shall at all
times maintain a minimum Consolidated Tangible Net Worth of not less than
$19,000,000, such amount to be increased (but never decreased) as of October
3, 1993 and as of the first day of each fiscal year thereafter by an amount
equal to 25% of positive Consolidated Net Earnings for the immediately
preceding fiscal year.

         Section 8.9 Current Ratio. The Company will at all times maintain the
ratio of (a) consolidated current assets of the Company and its Subsidiaries
to (b) consolidated current liabilities of the Company and its Subsidiaries
(said consolidated current assets and consolidated current liabilities to be
determined and computed in accordance with generally accepted accounting
principles consistently applied provided however that there shall be excluded
from current assets all investments in and loans and advances to any person,
other than investments permitted by Section 8.11(a), (b), (c) and (g),
deferred assets and the surrender value of insurance and current liabilities
shall include at any given time all obligations of whatsoever form or
character, other than the Loans hereunder, maturing within 12 months and
adequate accruals or reserves in accordance with generally accepted accounting
principles for all taxes on or measured by income) at not less than 1.5 to
1.0.

         Section 8.10 Liens. The Company will not, nor will it permit any
Subsidiary to, create, incur or permit to exist any Lien of any kind on any
Property owned by the Company or any Subsidiary; provided, however, that this
Section shall not apply to nor operate to prevent:

               (a) Liens arising by statute in connection with worker's
         compensation, unemployment insurance, old age benefits, social
         security obligations, taxes, assessments, statutory obligations or
         other similar charges, good faith cash deposits in connection with
         tenders, contracts or leases to which the Company or any Subsidiary
         is a party or other cash deposits required to be made in the ordinary
         course of business, provided in each case that the obligation is not
         for borrowed money and that the obligation secured is not overdue or,
         if overdue, is being contested in good faith by appropriate
         proceedings which prevent enforcement of the matter under contest and
         adequate reserves have been established therefor;

               (b) mechanics', workmen's, materialmen's, landlords',
         carriers', or other similar Liens arising in the ordinary course of
         business with respect to obligations which are not due or which are
         being contested in good faith by appropriate proceedings which
         prevent enforcement of the matter under contest;

               (c) the pledge of assets for the purpose of securing an appeal,
         stay or discharge in the course of any legal proceeding, provided
         that the aggregate amount of liabilities of the Company and its
         Subsidiaries secured by a pledge of assets permitted under this
         clause, including interest and penalties thereon, if any, shall not
         be in excess of $500,000 at any one time outstanding;

               (d) purchase money Liens securing indebtedness of up to
         $500,000 in respect of fixed assets now owned or hereafter acquired
         by the Company or any Subsidiary (not extending to any other
         Property), or Liens on fixed assets so acquired (not extending to any
         other Property) existing at the time of acquisition thereof, or
         renewals, extensions and refundings of any such Liens (not extending
         to any other Property), provided that the principal amount of
         indebtedness secured by any such Lien shall not exceed 80% of the
         cost or fair market value, whichever is less, of the Property covered
         by such Lien at the time of the creation thereof or the acquisition
         of such Property;

               (e) Liens on the Property of a Subsidiary as security for
         indebtedness owing by such Subsidiary to the Company so long as such
         indebtedness is owned by the Company; and

               (f) Liens on the Property of a foreign Subsidiary as security
         for indebtedness of such foreign Subsidiary owing to a foreign bank
         not exceeding (in U.S. dollar equivalent) $5,000,000 in aggregate
         principal amount at any one time outstanding.

         Section 8.11 Investments, Acquisitions, Loans, Advances and
Guaranties. The Company will not, nor will it permit any Subsidiary to,
directly or indirectly, make, retain or have outstanding any investments
(whether through purchase of stock or obligations or otherwise) in, or loans
or advances to, any other Person, or acquire all or any substantial part of
the assets or business of any other Person, or be or become liable as
endorser, guarantor, surety or otherwise for any debt, obligation or
undertaking of any other Person, or otherwise agree to provide funds for
payment of the obligations of another, or supply funds thereto or invest
therein or otherwise assure a creditor of another against loss or apply for or
become liable to the issuer of a letter of credit which supports an obligation
of another, or subordinate any claim or demand it may have to the claim or
demand of any other Person; provided, however, that the foregoing provisions
shall not apply to nor operate to prevent:

               (a) investments in direct obligations of the United States of
         America or of any agency or instrumentality thereof whose obligations
         constitute full faith and credit obligations of the United States of
         America, provided that any such obligations shall mature within one
         year of the date of issuance thereof;

               (b) investments in commercial paper rated at least P-1 by
         Moody's Investors Services, Inc. and at least A-1 by Standard &
         Poor's Corporation maturing within 270 days of the date of issuance
         thereof;

               (c) investments in certificates of deposit and Eurodollar time
         deposits issued by any United States or Canadian commercial bank
         having capital and surplus of not less than $25,000,000 or any
         foreign or domestic branch of the Bank;

               (d) endorsement of items for deposit or collection of
         commercial paper received in the ordinary course of business;

               (e) existing loans, advances and investments in Subsidiaries as
         of the date hereof and additional loans, advances and investments in
         any U.S. Wholly Owned Subsidiary;

               (f) travel advances and other similar cash advances made to
         employees in the ordinary course of business not exceeding $500,000
         at any one time outstanding;

               (g) investments in direct obligations of a state of the United
         States, or a municipality thereof, given the highest rating by both
         Moody's Investors Services, Inc. and Standard and Poor's Corporation,
         maturing not more than one year from the date of acquisition thereof
         and aggregating not more than $1,000,000 at any one time outstanding;

               (h) acquisitions by the Company of substantially all of the
         assets or business of any firm or corporation if (x) such entity
         becomes a Wholly Owned Subsidiary upon consummation of such
         acquisition, (y) if at the time such acquisition is consummated and
         after giving effect thereto, no Default or Event of Default exists or
         would exist and (z), in the case of an acquisition of an entity which
         becomes a foreign Wholly Owned Subsidiary, the aggregate amount of
         consideration paid or to be paid by the Company in connection with
         such acquisition, when taken together with the aggregate amount of
         consideration paid or to be paid by the Company in connection with
         all other acquisitions of foreign entities made by the Company from
         and after October 2, 1993 does not exceed $5,000,000;

               (i) guaranties in favor of the Bank and guaranties by the
         Company of up to $5,000,000 of Indebtedness for Borrowed Money of
         Wholly Owned Subsidiaries (including foreign bank financings
         described in Section 8.10(f) hereof); and

               (j) investments, loans and advances in addition to those
         otherwise permitted under this Section not exceeding $5,000,000

In determining the amount of investments, acquisitions, loans, advances and
guarantees permitted under this Section, investments and acquisitions shall
always be taken at the original cost thereof (regardless of any subsequent
appreciation or depreciation therein), loans and advances shall be taken at
the principal amount thereof then remaining unpaid and guarantees shall be
taken at the amount of obligations guaranteed thereby.

         Section 8.12 Operating Leases. The Company will not, nor will it
permit any Subsidiary to, acquire the use or possession of any Property under
a lease or similar arrangement, whether or not the Company or any Subsidiary
has the express or implied right to acquire title to or purchase such
Property, at any time if, after giving effect thereto, the aggregate amount of
fixed rentals and other consideration payable by the Company and its
Subsidiaries under all such leases or arrangements would exceed $1,000,000
during any fiscal year of the Company. Capital Leases shall not be included in
computing compliance with this Section.

         Section 8.13 Sales and Leasebacks. The Company will not, nor will it
permit any Subsidiary to, enter into any arrangement with any bank, insurance
company or any other lender or investor providing for the leasing by the
Company or any Subsidiary of any Property theretofore owned by it and which
has been or is to be sold or transferred by such owner to such lender or
investor.

         Section 8.14 Maintenance of Subsidiaries. The Company will not
assign, sell or transfer (except to a Wholly Owned Subsidiary) or permit any
Subsidiary to issue, assign, sell or transfer (except to the Company or to a
Wholly Owned Subsidiary) any shares of stock (other than directors' qualifying
shares) or evidences of indebtedness of a Subsidiary, unless:

               (a) simultaneously therewith the entire capital stock and
         indebtedness of such Subsidiary at the time owned by the Company and
         its other Subsidiaries shall be sold, transferred and disposed of as
         an entirety;

               (b) in the judgment of the Board of Directors of the Company
         such Subsidiary does not constitute an integral part of the Company's
         business operations; and

               (c) such Subsidiary either does not constitute 20% or more of
         the Company's consolidated total assets or has not contributed 20% or
         more of Consolidated Net Earnings for any of the three fiscal years
         then most recently ended.

         Section 8.15 Mergers, Consolidations and Sales. The Company will not,
nor will it permit any Subsidiary to, be a party to any merger or
consolidation, or sell, transfer, lease or otherwise dispose of all or any
substantial part of its Property (except for sales of inventory in the
ordinary course of business), or in any event sell or discount (with or
without recourse) any of its notes or accounts receivable; provided, however,
that the foregoing shall not operate to prevent:

               (a) mergers, consolidations, sales, transfer or leases by the
         Company or any Subsidiary with or to the Company or a Wholly Owned
         Subsidiary; or

               (b) other mergers or consolidations involving only the Company;

provided that in any merger or consolidation permitted in either (a) or (b)
above, and involving the Company, the Company shall be the surviving or
continuing corporation, except that the Company may merge into a corporation
organized under the laws of the State of Delaware if, but only if, immediately
after giving effect to such merger the surviving corporation has the same
assets, liabilities and shareholders as did the Company immediately prior to
giving effect to such merger and if; but only if, such surviving corporation
shall have expressly assumed by written instrument the due and punctual
payment of principal of and interest on any outstanding Note and the
performance and observance of all the covenants and conditions contained
herein in a manner satisfactory to the Bank.

         The term "substantial part of its Property" as used herein shall
mean, as of the time of any determination thereof, Property which either
constitutes 20% or more of the Company's consolidated total assets or has
contributed 20% or more of Consolidated Net Earnings for any of the three
fiscal years then most recently ended, it being understood that sales of
Properties which do not constitute a "substantial part of its Property" in
accordance with this definition are permitted hereunder.

         Section 8.16 ERISA. The Company will, and will cause each Subsidiary
to, promptly pay and discharge all obligations and liabilities arising under
ERISA of a character which if unpaid or unperformed might result in the
imposition of a Lien against any of its Properties. The Company will, and will
cause each Subsidiary to, promptly notify the Bank of (i) the occurrence of
any reportable event (as defined in ERISA) with respect to a Plan, (ii)
receipt of any notice from the PBGC of its intention to seek termination of
any Plan or appointment of a trustee therefor, (iii) its intention to
terminate or withdraw from any Plan, and (iv) the occurrence of any event with
respect to any Plan which would result in the incurrence by the Company or any
Subsidiary of any material liability, fine or penalty, or any material
increase in the contingent liability of the Company or any Subsidiary with
respect to any post-retirement Welfare Plan benefit.

         Section 8.17 Compliance with Laws. The Company will, and will cause
each Subsidiary to, comply in all respects with the requirements of all
federal, state and local laws, rules, regulations, ordinances and orders
applicable to or pertaining to the Properties or business operations of the
Company or any Subsidiary, non-compliance with which could have a material
adverse effect on the financial condition, Properties, business or operations
of the Company or any Subsidiary or could result in a Lien upon any of their
Property.

         Section 8.18 No Changes in Fiscal Year. Neither the Company nor any
Subsidiary will change its fiscal year from its present basis without the
prior written consent of the Bank.

         Section 8.19 Inspection. The Company will, and will cause each
Subsidiary to, permit the Bank and its duly authorized representatives and
agents to visit and inspect any of the Properties, corporate books and
financial records of the Company and each Subsidiary, to examine and make
copies of the books of accounts and other financial records of the Company and
each Subsidiary, and to discuss the affairs, finances and accounts of the
Company and each Subsidiary with, and to be advised as to the same by, its
officers and independent public accountants (and by this provision the Company
authorizes such accountants to discuss with the Bank the finances and affairs
of the Company and of each Subsidiary) at such reasonable times and reasonable
intervals as the Bank may designate.

SECTION 9.  EVENTS OF DEFAULT AND REMEDIES.

         Section 9.1 Any one or more of the following shall constitute an
Event of Default hereunder:

               (a) default for a period of 10 days in the payment when due of
         all or any part of the principal of or interest on the Note (whether
         at the stated maturity thereof or at any other time provided for in
         this Agreement) or of any fee or other amount payable by the Company
         hereunder; or

               (b) default in the observance or performance of any covenant
         set forth in Sections 8.6, 8.7, 8.8, 8.9, 8.12, 8.13, 8.14, 8.15 or
         8.16 hereof; or

               (c) default in the observance or performance of any other
         provision hereof which is not remedied within 30 days after written
         notice thereof to the Company by the Bank; or

               (d) any representation or warranty made by the Company herein,
         or in any statement or certificate furnished by it pursuant hereto,
         or in connection with any Loan made hereunder, proves untrue in any
         material respect as of the date of the issuance or making thereof; or

               (e) any Guarantor shall purport to disavow, revoke, repudiate
         or terminate its obligations under any Guaranty Agreement; or

               (f) default shall occur under any evidence of Indebtedness for
         Borrowed Money issued assumed or guaranteed by the Company or any
         Subsidiary or under any indenture, agreement or other instrument
         under which the same may be issued, and such default shall continue
         for a period of time sufficient to permit the acceleration of the
         maturity of any such Indebtedness for Borrowed Money (whether or not
         such maturity is in fact accelerated) or any such Indebtedness for
         Borrowed Money shall not be paid when due (whether by lapse of time,
         acceleration or otherwise); or

               (g) any judgment or judgments, writ or writs, or warrant or
         warrants of attachment, or any similar process or processes in an
         aggregate amount in excess of $500,000 shall be entered or filed
         against the Company or any of its Subsidiaries or against any of
         their Property and which remains unvacated, unbonded, unstayed or
         unsatisfied for a period of forty-five (45) days; or

               (h) the Company or any member of its Controlled Group shall
         fail to pay when due an amount or amounts aggregating in excess
         $200,000 which it shall have become liable to pay to the PBGC or to a
         Plan under Title IV of ERISA; or notice of intent to terminate a Plan
         or Plans having aggregate Unfunded Vested Liabilities in excess of
         $200,000 (collectively, a "Material Plan") shall be filed under Title
         IV of ERISA by the Company or any other member of its Controlled
         Group, any plan administrator or any combination of the foregoing; or
         the PBGC shall institute proceedings under Title IV of ERISA to
         terminate or to cause a trustee to be appointed to administer any
         Material Plan or a proceeding shall be instituted by a fiduciary of
         any Material Plan against the Company or any member of its Controlled
         Group to enforce Section 515 or 4219(c)(5) of ERISA and such
         proceeding shall not have been dismissed within thirty (30) days
         thereafter; or a condition shall exist by reason of which the PBGC
         would be entitled to obtain a decree adjudicating that any Material
         Plan must be terminated; or

               (i) the Company or any Subsidiary shall (i) have entered
         involuntarily against it an order for relief under the United States
         Bankruptcy Code, as amended, (ii) not pay, or admit in writing its
         inability to pay, its debts generally as they become due, (iii) make
         an assignment for the benefit of creditors, (iv) apply for, seek,
         consent to, or acquiesce in, the appointment of a receiver,
         custodian, trustee, examiner, liquidator or similar official for it
         or any substantial part of its Property, (v) institute any proceeding
         seeking to have entered against it an order for relief under the
         United States Bankruptcy Code, as amended, to adjudicate it
         insolvent, or seeking dissolution, winding up, liquidation,
         reorganization, arrangement, adjustment or composition of it or its
         debts under any law relating to bankruptcy, insolvency or
         reorganization or relief of debtors or fail to file an answer or
         other pleading denying the material allegations of any such
         proceeding filed against it, or (vi) fail to contest in good faith
         any appointment or proceeding described in Section 9.1(j) hereof; or

               (j) a custodian, receiver, trustee, examiner, liquidator or
         similar official shall be appointed for the Company or any of its
         Subsidiaries or any substantial part of any of their Property, or a
         proceeding described in Section 9.1(i)(v) shall be instituted against
         the Company or any of its Subsidiaries, and such appointment
         continues undischarged or such proceeding continues undismissed or
         unstayed for a period of sixty (60) days.

         Section 9.2 When any Event of Default described in clauses (a)
through (h), both inclusive, of Section 9.1 has occurred and is continuing,
the Bank or any holder of the Note may, by notice to the Company, take either
or both of the following actions:

               (a) terminate the obligation of the Bank to extend any further
         credit hereunder on the date (which may be the date thereof) stated
         in such notice; and

               (b) declare the principal of and the accrued interest on the
         Note to be forthwith due and payable and thereupon the Note,
         including both principal and interest and all fees, charges and other
         amounts payable hereunder, shall be and become immediately due and
         payable without further demand, presentment, protest or notice of any
         kind.

         Section 9.3 When any Event of Default described in clauses (i) or (j)
of Section 9.1 has occurred and is continuing, then the Note, including both
principal and interest, and all fees, charges and other amounts payable
hereunder, shall immediately become due and payable without presentment,
demand, protest or notice of any kind, and the obligation of the Bank to
extend : further credit pursuant to any of the terms hereof shall immediately
terminate.

SECTION 10.  MISCELLANEOUS.

         Section 10.1 Holidays. If any payment hereunder becomes due and
payable on a day which is not a Business Day, the due date of such payment
shall be extended to the next succeeding Business Day on which date such
payment shall be due and payable. In the case of any payment of principal
falling due on a day which is not a Business Day, interest on such principal
amount shall continue to accrue during such extension at the rate per annum
then in effect, which accrued amount shall be due and payable on the next
scheduled date for the payment of interest.

         Section 10.2 No Waiver, Cumulative Remedies. No delay or failure on
the part of the Bank or on the part of the holder of the Note in the exercise
of any power or right shall operate as a waiver thereof, nor as an
acquiescence in any default, nor shall any single or partial exercise of any
power or right preclude any other or further exercise thereof, or the exercise
of any other power or right, and the rights and remedies hereunder of the Bank
and of the holder of the Note are cumulative to, and not exclusive of, any
rights or remedies which any of them would otherwise have.

         Section 10.3 Amendments, Etc. No amendment, modification, termination
or waiver of any provision of this Agreement or of the Note, nor consent to
any departure by the Company therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Bank. No notice to or demand on
the Company in any case shall entitle the Company to any other or further
notice or demand in similar or other circumstances.

         Section 10.4 Costs and Expenses. The Company agrees to pay on demand
the costs and expenses of the Bank in connection with the negotiation,
preparation, execution and delivery of this Agreement, the Note and the other
instruments and documents to be delivered hereunder or thereunder or in
connection with the transactions contemplated hereby or thereby or in
connection with any consents hereunder or waivers or amendments hereto or
thereto, including the reasonable fees and expenses of Messrs. Chapman and
Cutler, counsel for the Bank, with respect to all of the foregoing (whether or
not the transactions contemplated hereby are consummated), and all costs and
expenses (including reasonable attorneys' fees), if any, incurred by the Bank
or any other holder of the Note in connection with a default under or the
enforcement of this Agreement, the Note or any other instrument or document to
be delivered hereunder or in connection with any action, suit or proceeding
brought against the Bank by any Person which in any way arises out of the
transactions contemplated or financed hereby or out of any action or inaction
by the Bank hereunder or thereunder except for such thereof arising solely
from the Bank's gross negligence or willful misconduct.

         Section 10.5 Documentary Taxes. The Company agrees to pay on demand
any documentary, stamp or similar taxes payable in respect of this Agreement
or the Note, including interest and penalties, in the event any such taxes are
assessed, irrespective of when such assessment is made and whether or not any
credit is then in use or available hereunder.

         Section 10.6 Survival of Representations. All representations and
warranties made herein or in certificates given pursuant hereto shall survive
the execution and delivery of this Agreement and the Note, and shall continue
in full force and effect with respect to the date as of which they were made
as long as any credit is in use or available hereunder.

         Section 10.7 Survival of Indemnities. All indemnities and other
provisions relative to reimbursement to the Bank of amounts sufficient to
protect the yield of the Bank with respect to the Loans, including, but not
limited to, Sections 2.6 and 2.7 hereof, shall survive the termination of this
Agreement and the payment of the Note.

         Section 10.8 Notices. Except as otherwise specified herein, all
notices hereunder shall be in writing (including cable or telecopy) and shall
be given to the relevant party at its address or telecopier number set forth
below, or such other address or telecopier number as such party may hereafter
specify by notice to the other given by United States certified or registered
mail, by telecopy or by other telecommunication device capable of creating a
written record of such notice and its receipt. Notices hereunder shall be
addressed:

                           to the Company at:
                           2150 East Lake Cook Road, Suite 400
                           Buffalo Grove, Illinois 60089
                           Attention:       Joseph P. Nogal
                           Telephone:       (708) 465-2919
                           Telecopy:        (708) 465-8310

                           to the Bank at:
                           Harris Trust and Savings Bank
                           P.O. Box 755
                           111 West Monroe Street
                           Chicago, Illinois 60690
                           Attention:       Ms. Emilia DiMenco
                           Telephone:       (312) 461-2801
                           Telecopy:        (312) 461-2591

Each such notice, request or other communication shall be effective (i) if
given by telecopier, when such telecopy is transmitted to the telecopier
number specified in this Section and a confirmation of such telecopy has been
received by the sender, (ii) if given by mail, five (5) days after such
communication is deposited in the mail, certified or registered with return
receipt requested, addressed as aforesaid or (iii) if given by any other
means, when delivered at the addresses specified in this Section; provided
that any notice given pursuant to Section 1 or Section 2 hereof shall be
effective only upon receipt.

         Section 10.9 Headings. Section headings used in this Agreement are
for convenience of reference only and are not a part of this Agreement for any
other purpose.

         Section 10.10 Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

         Section 10.11 Counterparts. This Agreement may be executed in any
number of counterparts, and by different parties hereto on separate
counterpart signature pages, and all such counterparts taken together shall be
deemed to constitute one and the same instrument.

         Section 10.12 Participants and Note Assignees. The Bank shall have
the right at its own cost to grant participations (to be evidenced by one or
more agreements or certificates of participation) in the Loans made hereunder,
and/or the Commitment held, at any time and from time to time, and to assign
its rights under such Loans or the Note evidencing such Loans to one or more
other financial institutions; provided that no such participation or
assignment of a Note shall relieve the Bank of any of its obligations under
this Agreement, the Bank shall not agree with any such participant or assignee
to refrain from agreeing to waivers or amendments hereunder and provided
further that no such assignee or participant shall have any rights (voting or
otherwise; under this Agreement except as provided in this Section 10. 12,
except that nothing herein provided is intended to affect the rights of an
assignee of a Note to enforce the Note assigned. Any party to which such a
participation or assignment has been granted shall have the benefits of
Sections 2.5, 2.6 and 2.7 hereof but shall not be entitled to receive any
greater payment under either such Section than the Bank would have been
entitled to receive with respect to the rights transferred.

         Section 10.13 Binding Nature, Governing Law, Etc. This Agreement
shall be binding upon the Company and its successors and assigns, and shall
inure to the benefit of the Bank and the benefit of its successors and
assigns, including any subsequent holder of the Note. This Agreement and the
rights and duties of the parties hereto shall be governed by, and construed in
accordance with, the internal laws of the State of Illinois without regard to
principles of conflicts of laws. This Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof and any
prior agreements, whether written or oral, with respect thereto are superseded
hereby. The Company may not assign its rights hereunder without the written
consent of the Bank.


         Upon your acceptance hereof in the manner hereinafter set forth, this
Agreement shall constitute a contract between us for the uses and purposes
hereinabove set forth.

         Dated as of this 29th day of October, 1993.



                                     WOODHEAD INDUSTRIES, INC.


                                     By /s/ Joseph P. Nogal
                                       ________________________________________
                                     Its Treasurer/Controller




         Accepted and agreed to at Chicago, Illinois as of the day and year
last above written.

                                     HARRIS TRUST AND SAVINGS BANK


                                     By /s/ Emilia Di Menco
                                       ________________________________________
                                          Its Vice President




                                   EXHIBIT A
                           WOODHEAD INDUSTRIES INC.
                             REVOLVING CREDIT NOTE

                                                            Chicago, Illinois
$15,000,000                                                 October 29, 1993

         On the Termination Date, for value received, the undersigned,
WOODHEAD INDUSTRIES, INC., a Delaware corporation (the "Company"), promises to
pay to the order of HARRIS TRUST AND SAVINGS BANK (the "Bank") at its office
at 111 West Monroe Street, Chicago, Illinois, the principal sum of (i) FIFTEEN
MILLION and no/100 DOLLARS ($15,000,000), or (ii) such lesser amount as may at
the time of the maturity hereof, whether by acceleration or otherwise, be the
aggregate unpaid principal amount of all Loans owing from the Company to the
Bank under the Revolving Credit provided for in the Credit Agreement
hereinafter mentioned.

         This Note evidences Loans made and to be made to the Company by the
Bank under the Revolving Credit provided for under that certain Credit
Agreement dated as of October 29, 1993 between the Company and the Bank (said
Credit Agreement, as the same may be amended, modified or restated from time
to time, being referred to herein as the "Credit Agreement"), and the Company
promises to pay interest at the office described above on such Loans evidenced
hereby at the rates and at the times and in the manner specified therefor in
the Credit Agreement.

         Each Loan made under the Revolving Credit against this Note, any
repayment of principal hereon, the status of each such Loan from time to time
as a Domestic Rate Loan, LIBOR Loan, Adjusted CD Rate Loan or Offered Rate
Loan, and in the case of any Loan the interest rate and Interest Period
applicable thereto shall be endorsed by the holder hereof on a schedule to
this Note or recorded on the books and records of the holder hereof (provided
that such entries shall be endorsed on a schedule hereof prior to any
negotiation hereof). The Company agrees that in any action or proceeding
instituted to collect or enforce collection of this Note, the entries endorsed
on a schedule to this Note or recorded on the books and records of the holder
hereof shall be prima facie evidence of the unpaid principal balance of this
Note, the status of each such Loan from time to time as a Domestic Rate Loan,
LIBOR Loan, Adjusted CD Rate Loan or Offered Rate Loan, and in the case of any
Fixed Rate Loan the interest rate and Interest Period applicable thereto.

         This Note is issued by the Company under the terms and provisions of
the Credit Agreement, and this Note and the holder hereof are entitled to all
of the benefits and security provided for thereby or referred to therein, to
which reference is hereby made for a statement thereof. This Note may be
declared to be, or be and become, due prior to its expressed maturity,
voluntary prepayments may be made hereon, all in the events, on the terms and
with the effects provided in the Credit Agreement. All capitalized terms used
herein without definition shall have the same meanings herein as such terms
are defined in the Credit Agreement.

         This Note shall be construed in accordance with, and governed by, the
internal laws of the State of Illinois without regard to principles of
conflicts of laws. The Company promises to pay all costs and expenses
(including reasonable attorneys' fees) suffered or incurred by the holder
hereof in collecting this Note or enforcing any rights in any collateral
therefor. The Company hereby waives presentment for payment and demand.



                                        WOODHEAD INDUSTRIES, INC.


                                        By_____________________________________
                                             Its_______________________________




                                   EXHIBIT B
             OUTSTANDING FIXED RATE LOANS UNDER THE 1985 AGREEMENT


Date of Loan         Type of Loan             Amount              Maturity



                                   EXHIBIT C
                            COMPLIANCE CERTIFICATE

         This Compliance Certificate is furnished to Harris Trust and Savings
Bank (the "Bank") pursuant to that certain Credit Agreement dated as of
October 29, 1993, by and between Woodhead Industries, Inc. (the "Company") and
the Bank (the "Credit Agreement"). Unless otherwise defined herein, the terms
used in this Compliance Certificate have the meanings ascribed thereto in the
Credit Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1. I am the duly elected Treasurer/Controller of the Company;

         2. I have reviewed the terms of the Credit Agreement and I have made,
or have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Company during the accounting period
covered by the attached financial statements;

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or the occurrence of any
event which constitutes a Default or Event of Default during or at the end of
the accounting period covered by the attached financial statements or as of
the date of this Certificate, except as set forth below; and

         4. The Attachment hereto sets forth financial data and computations
evidencing the Company's compliance with certain covenants of the Credit
Agreement, all of which data and computations are, to the best of my
knowledge, true, complete and correct and have been made in accordance with
the relevant Sections of the Credit Agreement.

         Described below are the exceptions, if any, to paragraph 3 by
listing, in detail, the nature of the condition or event, the period during
which it has existed and the action which the Company has taken, is taking, or
proposes to take with respect to each such condition or event:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

         The foregoing certifications, together with the computations set
forth in the Attachment hereto and the financial statements delivered with
this Certificate in support hereof, are made and delivered this 29th day of
October   , 1993.



                                              /s/ Joseph P. Nogal
                                              _________________________________



                                                             Schedule 6.2
                                                             Subsidiaries

                             JURISDICTION OF                      PERCENTAGE
NAME                          INCORPORATION                        OWNERSHIP






                      FIRST AMENDMENT TO CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of October 31, 1997
(this "First Amendment") amends the Credit Agreement dated as of October 29,
1993 (the "Credit Agreement") among WOODHEAD INDUSTRIES, INC. (the "Company")
and HARRIS TRUST AND SAVINGS BANK (the "Bank"). Terms defined in the Credit
Agreement are, unless otherwise defined herein or the context otherwise
requires, used herein as defined therein.

         WHEREAS, the Company and the Bank desire to amend the Credit
Agreement as hereinafter set forth;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1 Amendments. Effective on (and subject to the occurrence of)
the First Amendment Effective Date (as defined below), the Credit Agreement
shall be amended in accordance with Sections 1.1 through 1.12 below:

         SECTION 1.1 Addition of Defined Terms. The following defined terms
are added to Section 5.1 in appropriate alphabetical sequence:

               "Debt to EBITDA Ratio" shall mean as of the last day of any
         fiscal quarter, the ratio of (a) Consolidated Debt as of such day to
         (b) EBITDA for the four quarter period ending on such day.

               "EBITDA" shall mean, with reference to any period, Consolidated
         Net Earnings for such period plus all amounts deducted in arriving at
         such Consolidated Net Earnings in respect of (a) Interest Expense,
         (b) taxes imposed on or measured by income or excess profits and (c)
         depreciation, depletion and amortization.

         SECTION 1.2 Amendment to Termination Date. The definition of
"Termination Date" set forth in Section 5.1 is amended in its entirety to read
as follows:

               "Termination Date" means October 31, 2000, or such earlier date
         on which the Commitment is terminated in whole pursuant to Sections
         3.3, 9.2 or 9.3 hereof.

         SECTION 1.3 Amendment to Section 2.1(b). Section 2.1(b) is amended by
deleting the reference to "3/8 of 1 %" therein and substituting the words "the
applicable percentage set forth in Schedule 2.1" therefor.

         SECTION 1.4 Amendment to Section 3.1. Section 3.1 is amended by
deleting the reference to "rate of 1/4 of 1 %" therein and substituting the
words "applicable rate set forth in Schedule 2.1" therefor.

         SECTION 1.5 Amendment to Section 3.7. Section 3.7 is amended by
deleting the reference to "October 31, 1998" therein and substituting the date
"October 31, 2002" therefor.

         SECTION 1.6 Amendment to Section 6.4. The last sentence of Section
6.4 is deleted in its entirety.

         SECTION 1.7 Amendment to Tangible Net Worth Covenant. Section 8.8 is
amended by (a) deleting the amount "$19,000,000" therein and substituting the
amount "$30,000,000" therefor and (b) deleting the date "October 3, 1993"
therein and substituting the date "October 4, 1998" therefor.

         SECTION 1.8 Amendment to Section 8.7. Section 8.7 is amended and
restated in its entirety to read as follows:

               "Section 8.7. Debt to EBITDA Ratio. The Company will as of the
         last day of each fiscal quarter (commencing with the fiscal quarter
         ending on or about December 31, 1997) have a Debt to EBITDA Ratio of
         not more than 2.5 to 1.0."

         SECTION 1.9 Deletion of Section 8.9. Section 8.9 is deleted in its
entirety.

         SECTION 1.10 Amendment to Section 8.11. Section 8.11(h) is amended by
(a) deleting the date "October 2, 1993" therein and substituting the date
"October 31, 1997" therefor and (b) deleting the amount "$5,000,000" therein
and substituting the amount "$10,000,000" therefor.

         SECTION 1.11 Addition of Schedule 2.1. The Schedule 2.1 to this First
Amendment shall be added to the Credit Agreement as Schedule 2.1 thereto.

         SECTION 1.12 Amendment to Compliance Certificate. The Compliance
Certificate shall be amended and restated in the form attached hereto as
Exhibit A.

         SECTION 2 Representations and Warranties. The Company represents and
warrants to the Bank that (a) each representation and warranty set forth in
Section 6 of the Credit Agreement is true and correct as of the date of the
execution and delivery of this First Amendment by the Company (and assuming
the effectiveness hereof), with the same effect as if made on such date; (b)
the execution and delivery by the Company of this First Amendment, and the
performance by the Company of its obligations under the Credit Agreement as
amended hereby (as so amended, the "Amended Credit Agreement"), (i) are within
the corporate powers of the Company, (ii) have been duly authorized by all
necessary corporate action on the part of the Company, (iii) have received all
necessary governmental and regulatory approval and (iv) do not and will not
contravene or conflict with, or result in or require the creation or
imposition of any lien under, any provision of law or of the charter or
by-laws of the Company or any Subsidiary or of any agreement, instrument,
order or decree which is binding upon the Company or any Subsidiary; (c) the
Amended Credit Agreement is the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency or other similar
laws of general application affecting the enforcement of creditors' rights or
by general principles of equity limiting the availability of equitable
remedies; and (d) since September 27, 1997, there has been no material adverse
change in the condition (financial or otherwise) or business prospects of the
Company and its Subsidiaries taken as a whole.

         SECTION 3 Effectiveness. The amendments set forth in Section 1 above
shall become effective on the date (the "First Amendment Effective Date") when
the Bank shall have received each of the following documents, each in form and
substance satisfactory to the Bank:

               (a) counterparts of this First Amendment executed by the
         Company and the Bank (which may be by facsimile);

               (b) a certificate of the secretary or an assistant secretary of
         the Company as to:

               (i) resolutions of the Board of Directors of the Company
         authorizing the execution and delivery of this First Amendment and
         the performance by the Company of its obligations under the Amended
         Credit Agreement, and

               (ii) the incumbency and signatures of those of its officers
         authorized to execute and deliver this First Amendment;

               (c) a Reaffirmation of Guaranty, executed by each of the
         Guarantors, substantially in the form of Exhibit B hereto; and

               (d) such other documents as the Bank may reasonably request.

SECTION 4   Miscellaneous.

         SECTION 4.1 Continuing Effectiveness, etc. As herein amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects. After the First Amendment Effective Date, all
references in the Credit Agreement and the Note to "Credit Agreement",
"Agreement" or similar terms shall refer to the Amended Credit Agreement.

         SECTION 4.2 Counterparts. This First Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original but all such
counterparts shall together constitute one and the same First Amendment.

         SECTION 4.3 Governing Law. This First Amendment shall be a contract
made under and governed by the internal laws of the State of Illinois
applicable to contracts made and to be performed entirely within such State.

         SECTION 4.4 Successors and Assigns. This First Amendment shall be
binding upon the Company and the Bank and their respective successors and
assigns, and shall inure to the benefit of the Company and the Bank and the
respective successors and assigns of the Company and the Bank.

         Delivered at Chicago, Illinois, as of the day and year first above
written.



                                     WOODHEAD INDUSTRIES, INC.


                                     By:/s/ Joseph P. Nogal
                                        _______________________________________
                                     Title: Treasurer/Controller



                                      HARRIS TRUST AND SAVINGS BANK


                                      By: [signature illegible]
                                         ______________________________________
                                      Title: V.P.





                            HARRIS BANK LETTERHEAD



September 30, 1996

Mr. Joseph P. Nogal
Treasurer
Woodhead Industries, Inc.
2150 E. Lake Cook Road, Suite 400
Buffalo Grove, IL 60089


Re: Credit Agreement dated as of October 29, 1993 by and between Woodhead
    Industries, Inc. and Harris Trust and Savings Bank (the "Credit Agreement")


Dear Mr. Nogal:


Thank you for your August 30 letter requesting that we extend the availability
of the Revolving Credit available under the Credit Agreement to the Company.
For your convenience, each capitalized term in this letter without definition
will have the same meaning as that term has in the Credit Agreement.

This letter will serve to confirm in writing our agreement that the
Termination Date be extended automatically for one calendar year from October
31, 1996 to October 31, 1997.

No reference to this letter need be made in any instrument or document
referring to the Termination Date, any reference to the Termination Date in
any such instrument or document to be deemed a reference to the Termination
Date as extended by this letter. Except as specifically modified by this
letter, all terms of the Credit Agreement shall stand and remain unchanged and
in full force and effect.

For our records, we would appreciate the Company's acknowledgment that the
Termination Date has been extended. Simply have one of the enclosed
counterparts of this letter signed in the space provided for that purpose
below and return it to us. You may keep the second counterpart for the
Company's records.

Thank you again for your request.

Very truly yours:

HARRIS TRUST AND SAVINGS BANK


By:  /s/ John M. Dillon
   ________________________________
Its:     Vice President

Accepted and Agreed to:

WOODHEAD INDUSTRIES, INC.

By   /s/ Joseph P. Nogal
   ________________________________
Its: Treasurer/Controller





                     SECOND AMENDMENT TO CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of February 24,
1998 (this "Second Amendment") amends the Credit Agreement dated as of October
29, 1993 (as previously amended, the "Credit Agreement") among WOODHEAD
INDUSTRIES, INC. (the "Company") and HARRIS TRUST AND SAVINGS BANK (the
"Bank"). Terms defined in the Credit Agreement are, unless otherwise defined
herein or the context otherwise requires, used herein as defined therein.

         WHEREAS, the Company and the Bank desire to amend the Credit
Agreement as hereinafter set forth;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1 Amendments. Effective on (and subject to the occurrence of)
the Second Amendment Effective Date (as defined below), the Credit Agreement
shall be amended in accordance with Sections 1.1 through 1.8 below:

         SECTION 1.1 Addition of Defined Terms. The following defined terms
are added to Section 5.1 in appropriate alphabetical sequence:

               "Consolidated Net Worth" shall mean the excess of total assets
         of the Company and its Subsidiaries over the total liabilities
         (including all obligations included in Consolidated Debt) and
         reserves of the Company and its Subsidiaries computed on a
         consolidated basis, total assets and total liabilities each to be
         determined in accordance with GAAP.

               "Funded Debt" means all Indebtedness for Borrowed Money of the
         Company and its Subsidiaries excluding trade payables incurred in the
         ordinary course of business plus all guaranties by the Company or its
         Subsidiaries of Indebtedness for Borrowed Money of any Person other
         than the Company and its Subsidiaries.

         SECTION 1.2 Deletion of Consolidated Tangible Net Worth. The term
"Consolidated Tangible Net Worth" shall be deleted from Section 5.1.

         SECTION 1.3 Amendment of Certain Defined Terms. The following defined
terms are amended and restated in their entirety to read as follows:

               "Debt to EBITDA Ratio" shall mean, as of the last day of any
         fiscal quarter, the ratio of (a) Funded Debt as of such day to (b)
         EBITDA for the four-quarter period ending on such day.

               "Termination Date" means February 28, 2001, or such earlier
         date on which the Commitment is terminated in whole pursuant to
         Section 3.3, 9.2 or 9.3 hereof.

         SECTION 1.4 Increase of Commitment Amount. Section 1.1(a) and Section
1.1(b) are each amended by deleting the reference to "$15,000,000" therein and
substituting the amount "$40,000,000" therefor.

         SECTION 1.5 Amendment to Tangible Net Worth Covenant. Section 8.8 is
amended and restated in its entirety to read as follows:

               "Section 8.8 Consolidated Net Worth. The Company shall at all
         times maintain a minimum Consolidated Net Worth of not less than
         $35,000,000, such amount to be increased (but never decreased) as of
         October 4, 1998 and as of the first day of each fiscal year
         thereafter by an amount equal to 25% of positive Consolidated Net
         Earnings for the immediately preceding fiscal year."

         SECTION 1.6 Amendment to Section 8.11(e). Section 8.11(e) is amended
and restated in its entirety to read as follows:

               "(e) loans and advances to and investments in any Wholly Owned
         Subsidiary;"

         SECTION 1.7 Amendment to Section 8.11(h). Section 8.11(h) is amended
and restated in its entirety to read as follows:

               "(h) acquisitions by the Company of substantially all of the
         assets or business of any firm or corporation if (w) such entity
         becomes a Wholly Owned Subsidiary upon consummation of such
         acquisition, (x) if at the time such acquisition is consummated and
         after giving effect thereto, no Default or Event of Default exists or
         would exist, (y) the Company will be in pro forma compliance with all
         the financial ratios and restrictions set forth in Section 8 after
         giving effect to such acquisition and (z) the board of directors of
         any such entity proposed to be acquired has not announced that it
         will oppose such acquisition and has not commenced any litigation
         which alleges that such acquisition violates, or will violate, any
         requirement of law or any contractual obligation of such entity."

         SECTION 1.8 Amendment to Compliance Certificate. The Compliance
Certificate shall be amended and restated in the form attached hereto as
Exhibit A.

         SECTION 2 Representations and Warranties. The Company represents and
warrants to the Bank that (a) each representation and warranty set forth in
Section 6 of the Credit Agreement is true and correct as of the date of the
execution and delivery of this Second Amendment by the Company (and assuming
the effectiveness hereof), with the same effect as if made on such date; (b)
the execution and delivery by the Company of this Second Amendment, and the
performance by the Company of its obligations under the Credit Agreement as
amended hereby (as so amended, the "Amended Credit Agreement"), (i) are within
the corporate powers of the Company, (ii) have been duly authorized by all
necessary corporate action on the part of the Company, (iii) have received all
necessary governmental and regulatory approval and (iv) do not and will not
contravene or conflict with, or result in or require the creation or
imposition of any lien under, any provision of law or of the charter or
by-laws of the Company or any Subsidiary or of any agreement, instrument,
order or decree which is binding upon the Company or any Subsidiary; (c) the
Amended Credit Agreement is the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency or other similar
laws of general application affecting the enforcement of creditors' rights or
by general principles of equity limiting the availability of equitable
remedies; and (d) since October 31, 1997, there has been no material adverse
change in the condition (financial or otherwise) or business prospects of the
Company and its Subsidiaries taken as a whole.

         SECTION 3 Effectiveness. The amendments set forth in Section 1 above
shall become effective on the date (the "Second Amendment Effective Date")
when the Bank shall have received each of the following documents, each in
form and substance satisfactory to the Bank:

               (a) counterparts of this Second Amendment executed by the
         Company and the Bank (which may be by facsimile);

               (b) a certificate of the secretary or an assistant secretary of
         the Company as to:

                    (i) resolutions of the Board of Directors of the Company
               authorizing the execution and delivery of this Second Amendment
               and the performance by the Company of its obligations under the
               Amended Credit Agreement, and

                    (ii) the incumbency and signatures of those of its
               officers authorized to execute and deliver this Second
               Amendment;

               (c) a Reaffirmation and Amendment of Guaranty, executed by each
          of the Guarantors, substantially in the form of Exhibit B hereto;

               (d) a certificate of the secretary or an assistant secretary of
          each of the Guarantors as to:

                    (i) resolutions of the Board of Directors of the Guarantor
               authorizing the execution and delivery of the Reaffirmation and
               Amendment of Guaranty, and

                    (ii) the incumbency and signatures of those of its
               officers authorized to execute and deliver the Reaffirmation
               and Amendment of Guaranty;

               (e) a Note, substantially in the Form of Exhibit C hereto,
         executed by the Company (the Note executed by the Company on October
         29, 1993 to be canceled by the Bank and returned to the Company upon
         receipt of such newly executed Note); and

               (f) such other documents as the Bank may reasonably request.

         SECTION 4 Miscellaneous.

         SECTION 4.1 Continuing Effectiveness, etc. As herein amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects. After the Second Amendment Effective Date, all
references in the Credit Agreement and the Note to "Credit Agreement",
"Agreement" or similar terms shall refer to the Amended Credit Agreement.

         SECTION 4.2 Counterparts. This Second Amendment may be executed in
any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original but
all such counterparts shall together constitute one and the same Second
Amendment.

         SECTION 4.3 Governing Law. This Second Amendment shall be a contract
made under and governed by the internal laws of the State of Illinois
applicable to contracts made and to be performed entirely within such State.

         SECTION 4.4 Successors and Assigns. This Second Amendment shall be
binding upon the Company and the Bank and their respective successors and
assigns, and shall inure to the benefit of the Company and the Bank and the
respective successors and assigns of the Company and the Bank.


         Delivered at Chicago, Illinois, as of the day and year first above
written.



                                     WOODHEAD INDUSTRIES, INC.


                                     By: /s/ Joseph P. Nogal
                                        _______________________________________
                                     Title: Treasurer/Controller



                                     HARRIS TRUST AND SAVINGS BANK


                                     By: [signature illegible]
                                        _______________________________________
                                     Title:  V.P.




                      THIRD AMENDMENT TO CREDIT AGREEMENT


         THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of July 30, 1998
(this "Third Amendment") amends the Credit Agreement dated as of October 29,
1993 (as previously amended, the "Credit Agreement") among WOODHEAD
INDUSTRIES, INC. (the "Company") and HARRIS TRUST AND SAVINGS BANK (the
"Bank"). Terms defined in the Credit Agreement are, unless otherwise defined
herein or the context otherwise requires, used herein as defined therein.

         WHEREAS, the Company and the Bank desire to amend the Credit
Agreement as hereinafter set forth;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1 Amendments. Effective on (and subject to the occurrence of)
the Third. Amendment Effective Date (as defined below), the Credit Agreement
shall be amended in accordance with Sections 1.1 through 1.5 below:

         SECTION 1.1 Increase of Commitment Amount. Section 1.1 (a) and
Section 1.1(b) are each amended by deleting the reference to "$40,000,000"
therein and substituting the amount "$35,000,000" therefor.

         SECTION 1.2 Amendment to Section 3.2. Section 3.2 is amended and
restated in its entirety to read as follows:

               "Section 3.2. Prepayments. (a) The Company shall have the
         privilege of prepaying without premium or penalty and in whole or in
         part (but if in part, then in an amount not less than $25,000) the
         Domestic Rate Loans at any time upon notice to the Bank prior to
         11:00 a. m. (Chicago time) on the date fixed for prepayment.

               (b) The Company may prepay any Fixed Rate Loan only on the last
         date of the then applicable Interest Period, in whole or in part (but
         if in part, then in an amount not less than $1,000,000 or, in the
         case of Offered Rate Loans, $500,000), upon three (3) Business Days'
         prior notice to the Bank (which notice shall be irrevocable once
         given, must be received by the Bank no later than 11:00 a.m. (Chicago
         time) on the third Business Day preceding the date of such prepayment
         and shall specify the principal amount to be repaid); provided,
         however, that the outstanding principal amount of any Fixed Rate Loan
         prepaid in part shall not be less than $1,000,000 (or, in the case of
         Offered Rate Loans, $500,000) after giving effect to such prepayment.
         Any such prepayment shall be effected by payment of the principal
         amount to be prepaid and accrued interest thereon to the end of the
         applicable Interest Period.

               (c) On each date on which the Commitment is reduced pursuant to
         Section 3.3(b) or (c), the Company shall make a prepayment of the
         Loans in the amount (if any) by which the aggregate principal amount
         of the Loans exceeds the Commitment as so reduced."

         SECTION 1.3 Amendment to Section 3.3. Section 3.3 is amended and
restated in its entirety to read as follows:

               "Section 3.3. Reduction and Termination of Commitment. (a) The
         Company shall have the right at any time and from time to time, upon
         three (3) Business Days' prior notice to the Bank, to reduce the
         Commitment by an amount not less than $25,000; provided that the
         Commitment may not be reduced to an amount less than the aggregate
         principal amount of the Loans then outstanding. The Company may at
         any time on like notice terminate the Commitment upon payment in full
         of all Loans and all other obligations hereunder. No portion of the
         Commitment which is reduced or terminated pursuant to this Section
         may be reinstated.

               (b) The Commitment shall be reduced concurrently with the
         receipt by the Company or any Subsidiary of any net cash proceeds
         from any long-term debt financing in excess of $25,000,000.

               (c) On October 30, 1998, the Commitment shall be reduced by an
         amount equal to the excess (if any) of the amount of the Commitment
         over $30,000,000."

         SECTION 1.4 Amendment to Definition of Adjusted LIBOR. The definition
of "Adjusted LIBOR" is amended by deleting all of the references to "Teller
Rate" therein and substituting the word "Telerate" therefor.

         SECTION 1.5 Amendment to Section 8.11. Paragraphs (h) and (i) of
Section 8.11 are amended and restated in their entirety to read as follows:

               "(h) acquisitions by the Company or any Subsidiary of
         substantially all of the assets or business of any firm or
         corporation if (w) such entity becomes a Wholly Owned Subsidiary upon
         consummation of such acquisition, (x) at the time such acquisition is
         consummated and after giving effect thereto, no Default or Event of
         Default exists or would exist, (y) the Company will be in pro forma
         compliance with all the financial ratios and restrictions set forth
         in Section 8 after giving effect to such acquisition and (z) the
         board of directors of any such entity proposed to be acquired has not
         announced that it will oppose such acquisition and has not commenced
         any litigation which alleges that such acquisition violates, or will
         violate, any requirement of law or any contractual obligation of such
         entity;

               (i) guaranties in favor of the Bank or any Affiliate thereof
         and guaranties by the Company of up to $5,000,000 of Indebtedness for
         Borrowed Money of Wholly Owned Subsidiaries (including foreign bank
         financings described in Section 8.10(f) hereof); and"

         SECTION 2 Representations and Warranties. The Company represents and
warrants to the Bank that (a) each representation and warranty set forth in
Section 6 of the Credit Agreement is true and correct as of the date of the
execution and delivery of this Third Amendment by the Company (and assuming
the effectiveness hereof), with the same effect as if made on such date; (b)
the execution and delivery by the Company of this Third Amendment, and the
performance by the Company of its obligations under the Credit Agreement as
amended hereby (as so amended, the "Amended Credit Agreement"), (i) are within
the corporate powers of the Company, (ii) have been duly authorized by all
necessary corporate action on the part of the Company, (iii) have received all
necessary governmental and regulatory approval and (iv) do not and will not
contravene or conflict with, or result in or require the creation or
imposition of any lien under, any provision of law or of the charter or
by-laws of the Company or any Subsidiary or of any agreement, instrument,
order or decree which is binding upon the Company or any Subsidiary; (c) the
Amended Credit Agreement is the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency or other similar
laws of general application affecting the enforcement of creditors' rights or
by general principles of equity limiting the availability of equitable
remedies; and (d) since March 31, 1998, there has been no material adverse
change in the condition (financial or otherwise) or business prospects of the
Company and its Subsidiaries taken as a whole.

         SECTION 3 Effectiveness. The amendments set forth in Section 1 above
shall become effective on the date (the "Third Amendment Effective Date") when
the Bank shall have received each of the following documents, each in form and
substance satisfactory to the Bank:

               (a) counterparts of this Third Amendment executed by the
         Company and the Bank (which may be by facsimile);

               (b) a certificate of the secretary or an assistant secretary of
         the Company as to:

                    (i) resolutions of the Board of Directors of the Company
               authorizing the execution and delivery of this Third Amendment
               and the performance by the Company of its obligations under the
               Amended Credit Agreement, and

                    (ii) the incumbency and signatures of those of its
               officers authorized to execute and deliver this Third
               Amendment;

               (c) a Note, substantially in the Form of Exhibit A hereto,
         executed by the Company (the Note executed by the Company on February
         24, 1998 to be canceled by the Bank and returned to the Company upon
         receipt of such newly executed Note); and

               (d) such other documents as the Bank may reasonably request.

         SECTION 4 Miscellaneous.

         SECTION 4.1 Continuing Effectiveness, etc. As herein amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects. After the Third Amendment Effective Date, all
references in the Credit Agreement and the Note to "Credit Agreement",
"Agreement" or similar terms shall refer to the Amended Credit Agreement.

         SECTION 4.2 Counterparts. This Third Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original but all such
counterparts shall together constitute one and the same Third Amendment.

         SECTION 4.3 Governing Law. This Third Amendment shall be a contract
made under and governed by the internal laws of the State of Illinois
applicable to contracts made and to be performed entirely within such State.

         SECTION 4.4 Successors and Assigns. This Third Amendment shall be
binding upon the Company and the Bank and their respective successors and
assigns, and shall inure to the benefit of the Company and the Bank and the
respective successors and assigns of the Company and the Bank.


         Delivered at Chicago, Illinois, as of the day and year first above
written.



                                      WOODHEAD INDUSTRIES, INC.


                                      By: /s/ Joseph P. Nogal
                                         ______________________________________
                                      Title: Treasurer/Controller



                                      HARRIS TRUST AND SAVINGS BANK


                                      By: /s/ Adam Balbach
                                          _____________________________________
                                      Title: Vice President
<PAGE>




                                   EXHIBIT A
                           WOODHEAD INDUSTRIES, INC.
                             REVOLVING CREDIT NOTE


                                                            Chicago, Illinois
$35,000,000                                                     July 30, 1998

         On the Termination Date, for value received, the undersigned,
WOODHEAD INDUSTRIES, INC., a Delaware corporation (the "Company"), promises to
pay to the order of HARRIS TRUST AND SAVINGS BANK (the "Bank") at its office
at 111 West Monroe Street, Chicago, Illinois, the principal sum of (i) THIRTY
FIVE MILLION and no/100 DOLLARS ($35,000,000), or (ii) such lesser amount as
may at the time of the maturity hereof, whether by acceleration or otherwise,
be the aggregate unpaid principal amount of all Loans owing from the Company
to the Bank under the Revolving Credit provided for in the Credit Agreement
hereinafter mentioned.

         This Note evidences Loans made and to be made to the Company by the
Bank under the Revolving Credit provided for under that certain Credit
Agreement dated as of October 29, 1993 between the Company and the Bank (said
Credit Agreement, as the same has been and may be amended, modified or
restated from time to time, being referred to herein as the "Credit
Agreement"), and the Company promises to pay interest at the office described
above on such Loans evidenced hereby at the rates and at the times and in the
manner specified therefor in the Credit Agreement.

         Each Loan made under the Revolving Credit against this Note, any
repayment of principal hereon, the status of each such Loan from time to time
as a Domestic Rate Loan, LIBOR Loan, Adjusted CD Rate Loan or Offered Rate
Loan, and in the case of any Loan the interest rate and Interest Period
applicable thereto shall be endorsed by the holder hereof on a schedule to
this Note or recorded on the books and records of the holder hereof (provided
that such entries shall be endorsed on a schedule hereof prior to any
negotiation hereof). The Company agrees that in any action or proceeding
instituted to collect or enforce collection of this Note, the entries endorsed
on a schedule to this Note or recorded on the books and records of the holder
hereof shall be prima facie evidence of the unpaid principal balance of this
Note, the status of each such Loan from time to time as a Domestic Rate Loan,
LIBOR Loan, Adjusted CD Rate Loan or Offered Rate Loan, and in the case of any
Fixed Rate Loan the interest rate and Interest Period applicable thereto.

         This Note is issued by the Company under the terms and provisions of
the Credit Agreement, and this Note and the holder hereof are entitled to all
of the benefits and security provided for thereby or referred to therein, to
which reference is hereby made for a statement thereof. This Note may be
declared to be, or be and become, due prior to its expressed maturity,
voluntary prepayments may be made hereon, all in the events, on the terms and
with the effects provided in the Credit Agreement. All capitalized terms used
herein without definition shall have the same meanings herein as such terms
are defined in the Credit Agreement.

         This Note shall be construed in accordance with, and governed by, the
internal laws of the State of Illinois without regard to principles of
conflicts of laws. The Company promises to pay all costs and expenses
(including reasonable attorneys' fees) suffered or incurred by the holder
hereof in collecting this Note or enforcing any rights in any collateral
therefor. The Company hereby waives presentment for payment and demand.



                                      WOODHEAD INDUSTRIES, INC.


                                      By________________________________________
                                        Its_____________________________________




                                                          September 28, 1998


Woodhead Industries, Inc.
Three Parkway North, Suite 550
Deerfield, Illinois 60015

         Re:  Fourth Amendment to Credit Agreement

Ladies and Gentlemen:

         Reference is made to the Credit Agreement dated as of October 29,
1993 (the "Credit Agreement") between Woodhead Industries, Inc. (the
"Company") and Harris Trust and Savings Bank (the "Bank").

         The Company and the Bank agree that Section 8.11(i) of the Credit
Agreement is amended in its entirety to read as follows:

               "(i) guaranties in favor of the Bank or any Affiliate thereof,
         guaranties by Subsidiaries of the Company organized within the United
         States or any state thereof of the obligations of the Company and
         Woodhead Finance Company under the Note Purchase Agreements described
         in the Intercreditor Agreement dated as of September 1, 1998 (the
         "Intercreditor Agreement"), among the Bank, the Company Noteholders
         (as defined in the Intercreditor Agreement) and the Woodhead Finance
         Noteholders (as defined in the Intercreditor Agreement), and
         guaranties by the Company of up to $5,000,000 of Indebtedness for
         Borrowed Money of Wholly Owned Subsidiaries (including foreign bank
         financings described in Section 8.10(f) hereof); and"

         Except as amended above, the Credit Agreement and the documents
executed pursuant to the Credit Agreement shall remain in full force and
effect and are hereby ratified and confirmed in all respects. This letter
amendment shall be a contract made under and governed by the internal laws of
the State of Illinois.

         This letter amendment shall be effective on the date the Bank
receives (i) a counterpart of this letter executed by the Company and the Bank
and (ii) such other documents as the Bank may reasonably request.


         Please evidence your agreement to the foregoing by signing and
returning a counterpart of this letter amendment.

                                         Very truly yours,

                                         HARRIS TRUST AND SAVINGS BANK


                                         By: /s/ Adam Balbach
                                             __________________________________
                                              Title: V.P.

Accepted:
WOODHEAD INDUSTRIES, INC.


By:   /s/ Robert G. Jennings
   ______________________________________
Title:  Vice President




                                                            October 3, 1998


Woodhead Industries, Inc.
Three Parkway North, Suite 550
Deerfield, Illinois 60015

         Re:  Fifth Amendment to Credit Agreement

Ladies and Gentlemen:

         Reference is made to the Credit Agreement dated as of October 29,
1993 (the "Credit Agreement") between Woodhead Industries, Inc. (the
"Company") and Harris Trust and Savings Bank (the "Bank").

         The Company and the Bank agree that:

         The definitions of "EBIT" and "EBITDA" set forth in Section 5.1 of
the Credit Agreement are amended in their entirety to read as follows:

               "EBIT" shall mean, with reference to any period, Consolidated
         Net Earnings for such period plus all amounts deducted in arriving at
         such Consolidated Net Earnings in respect of (a) Interest Expense and
         (b) taxes imposed on or measured by income or excess profits plus for
         the fiscal quarter ending October 3, 1998, $11,700,000.

               "EBITDA" shall mean, with reference to any period, Consolidated
         Net Earnings for such period plus all amounts deducted in arriving at
         such Consolidated Net Earnings in respect of (a) Interest Expense,
         (b) taxes imposed on or measured by income or excess profits and (c)
         depreciation, depletion and amortization plus for the fiscal quarter
         ending October 3, 1998, $11,700,000.

         Except as amended above, the Credit Agreement and the documents
executed pursuant to the Credit Agreement shall remain in full force and
effect and are hereby ratified and confirmed in all respects. This letter
amendment shall be a contract made under and governed by the internal laws of
the State of Illinois.

         This letter amendment shall be effective on the date the Bank
receives (i) a counterpart of this letter executed by the Company and the Bank
and (ii) such other documents as the Bank may reasonably request.


         Please evidence your agreement to the foregoing by signing and
returning a counterpart of this letter amendment.

                                           Very truly yours,

                                           HARRIS TRUST AND SAVINGS BANK


                                           By:  /s/ Adam Balbach
                                               ________________________________
                                                Title: V.P.


Accepted:
WOODHEAD INDUSTRIES, INC.


By:    /s/ Joseph P. Nogal
       _________________________________
Title: Treasurer/Controller
<PAGE>




                           WOODHEAD INDUSTRIES, INC.

                      SIXTH AMENDMENT TO CREDIT AGREEMENT


                                                 Dated as of November 10, 2000

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, as heretofore
amended, dated as of October 29, 1993 (the "Credit Agreement"), among you (the
"Bank") and Woodhead Industries, Inc. (the "Company"). All terms not otherwise
defined herein shall have the same meaning herein as defined in the Credit
Agreement.

         The Company has requested that the Bank consider issuance of letters
of credit for the Company's account and make certain corresponding
modifications to the Credit Agreement to facilitate such issuance, subject to
the terms and conditions set forth herein.

         Accordingly, the Company and the Bank, in consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound thereby, covenant and agree as follows:

         1. The Credit Agreement shall be and is hereby amended by addition of
a new Section 1.5 to read as follows:

               Section 1.5. Letters of Credit. The aggregate amount of any and
         all letters of credit now outstanding and at any time hereafter
         issued by the Bank for the account or benefit of the Company
         (collectively the "Letters of Credit" and individually a "Letter of
         Credit") shall not exceed $1,000,000, and the aggregate amount of
         such Letters of Credit and unpaid reimbursement obligations of the
         Company arising out of drawings on such Letters of Credit shall
         together count against and reduce by like amount the available
         Commitment of the Bank in respect of the Revolving Credit. The amount
         of any Letter of Credit for all purposes of this Agreement shall be
         the maximum amount which could be drawn thereunder under any
         circumstances and over any period of time. If and to the extent a
         drawing is at any time made under such a Letter of Credit, the
         Company agrees to pay to the Bank immediately and unconditionally
         upon demand in lawful money of the United States, an amount equal to
         each amount which shall be so drawn together with any interest as may
         be due on each amount so drawn; and the Bank shall have the right to
         convert automatically the reimbursement obligation of the Company
         arising out of any such drawing into a Domestic Rate Loan made under
         the Revolving Credit (the Company hereby irrevocably authorizing the
         Bank to refinance without notice to the Company the reimbursement
         obligation of the Company arising out of any such drawing into such a
         Loan), any such Loan to be evidenced by the Note and for all purposes
         under and on and subject to the terms and conditions of this
         Agreement although without regard to the conditions precedent to
         making any such Loan and any requirement of this Agreement that each
         Loan under the Revolving Credit be in a minimum amount. Nothing
         herein contained shall affect or impair the reimbursement obligation
         of the Company arising out of any drawing on a Letter of Credit to
         the extent the same is not so refinanced. Notwithstanding anything in
         Section 9.1 hereof to the contrary, the Company's default in the
         reimbursement to the Bank when due of any drawing paid on a Letter of
         Credit shall constitute a Default hereunder and the continuance of
         such default for a period of ten days shall constitute an Event of
         Default hereunder. If and to the extent any Letter of Credit expires
         or otherwise terminates without having been drawn upon, the available
         commitment of the Bank in respect of the Revolving Credit shall to
         such extent (and subject to the other terms and conditions of this
         Agreement) be reinstated. Nothing contained in this Agreement shall
         in any respect commit or otherwise obligate the Bank to issue any
         Letter of Credit, whether or not any credit is available under the
         Revolving Credit.

         2. The Credit Agreement shall be and is hereby amended by adding a
new subsection (b) to Section 3.1 to read as follows:

               (b) Letter of Credit Fees. Quarterly in arrears, on the last
         day of each March, June, September and December, commencing on
         November 10, 2000, the Company shall pay to the Bank, a letter of
         credit fee at a rate per annum at all times equal to the LIBOR spread
         set forth in Schedule 2.1 (computed on the basis of a year of 360
         days and the actual number of days elapsed) applied to the daily
         average face amount of Letters of Credit outstanding during such
         quarter. In addition, the Company shall pay to the Bank the Bank's
         standard drawing, negotiation, amendment, and other administrative
         fees for each Letter of Credit. Such standard fees referred to in the
         preceding sentence may be established by the Bank from time to time.

         3. Section 5.1 of the Credit Agreement shall be and is hereby amended
by adding in the appropriate alphabetical order the following definition:

               "Letter of Credit" or "Letters of Credit" is defined in Section
         1.5 hereof

         4. Section 8.11, of the Credit Agreement shall be and is hereby
amended by adding the following sentence immediately at the end thereof:

               Notwithstanding anything in this Section to the contrary, this
         Section shall neither apply to nor operate to prevent indebtedness
         and obligations owing to the Bank.

         5. The Credit Agreement shall be and is hereby amended by adding a
new Section 9.4 to read as follows:

               Section 9.4. If and when (1) any Event of Default, other than
         an Event of Default described in subsections (i) or (j) of Section
         9.1, has occurred and is continuing, the Company shall, upon demand
         of the Bank, or (2) any Event of Default described in subsections (i)
         or (j) of Section 9.1, has occurred, the Company shall, without
         notice or demand from the Bank, immediately pay to the Bank the full
         amount of each Letter of Credit, the Company agreeing to immediately
         make each such payment and acknowledging and agreeing the Bank would
         not have an adequate remedy at law for failure of the Company to
         honor any such demand and that the Bank shall have the right to
         require the Company to specifically perform such undertaking whether
         or not any draws had been made under the Letters of Credit.

         6. This Amendment shall become effective when it shall be executed by
the Company and the Bank. This Amendment may be executed in separate
counterparts, all of which taken together shall constitute one and the same
instrument. This Amendment shall be construed and determined in accordance
with the laws of the State of Illinois. Except as herein specifically amended,
the Credit Agreement shall be and remain in full force and effect and wherever
reference is made in any Note, document, letter or other communication to the
Credit Agreement, such reference shall, without more, be deemed to refer to
the Credit Agreement, as amended hereby.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


         IN WITNESS WHEREOF, the Parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.



                                          WOODHEAD INDUSTRIES, INC.


                                          By
                                            Name: /s/ Joseph P. Nogal
                                                 ______________________________
                                            Title: Vice President Treasurer/
                                                   Controller


Agreed and Accepted:

HARRIS TRUST AND SAVINGS BANK


By  _______________________________
    Name:  ________________________
    Title: ________________________





                           WOODHEAD INDUSTRIES, INC.

                     SEVENTH AMENDMENT TO CREDIT AGREEMENT

                                                 Dated as of January 26, 2001

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of
October 29, 1993, as heretofore amended (as so amended, the "Credit
Agreement"), among you (the "Bank") and Woodhead Industries, Inc. (the
"Company"). All terms not otherwise defined herein shall have the same meaning
herein as defined in the Credit Agreement.

         The Company has requested that the Bank extend the availability,
change the amount of and change pricing on the Revolving Credit, modify
certain financial covenants and make certain other modifications to the credit
arrangements contemplated by the Credit Agreement.

         Accordingly, the Company and the Bank, in consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound thereby, covenant and agree as follows:

SECTION 1.  AMENDMENTS.

         1.1 The first and second sentences of Section 1.1 (a) of the Credit
Agreement shall be and is hereby amended and restated in its entirety to read
as follows:

               Section 1.1. Revolving Credit. (a) Subject to the terms and
         conditions hereof, the Bank agrees to make loans to the Company from
         time to time on a revolving basis (the "Revolving Credit") provided
         that the aggregate principal amount of Loans and Letters of Credit at
         any one time outstanding shall not exceed $25,000,000 (the
         "Commitment," as such amount may be reduced pursuant to Section 3.3
         hereof). The Revolving Credit shall be available to the Company by
         means of Domestic Rate Loans and LIBOR Loans and may, subject to all
         the terms and conditions hereof, be availed of by the Company from
         time to time, and borrowings thereunder may be repaid and used again,
         during the period from the date hereof to and including the
         Termination Date, at which time the Commitment shall expire (it being
         understood and agreed that notwithstanding anything in this Agreement
         to the contrary, the Revolving Credit shall no longer be available in
         the form of Adjusted CD Rate Loans or Offered Rate Loans).

         1.2 Effective as of February 28, 2001, the chart in Schedule 2.1
shall be and is hereby amended and restated in its entirety to read as
follows:

        DEBT TO EBITDA                DOMESTIC       LIBOR     COMMITMENT FEE
             RATIO                      RATE         SPREAD         RATE
                                       SPREAD
  Less than 1.0 to 1                     0%           .50%         .125%
  Greater than or equal to               0%          .625%          .15%
  1.0 but less than 1.5 to 1
  Greater than or equal to               0%           .75%          .20%
  1.5 to 1 but less than 2.0
  to 1
  Greater than or equal to               0%          1.00%          .25%
  2.0 to 1


         1.3 The last sentence of Section 2.1(b) of the Credit Agreement shall
be and hereby is restated in its entirety to read as
follows:

               Each LIBOR Loan shall be in a minimum amount of $500,000 or such
greater amount which shall be an integral multiple of $100,000.
Notwithstanding anything in Section 3.2(b) hereof to the contrary, the Company
may prepay any LIBOR portion in a minimum amount of $500,000 or such greater
amount which is an integral multiple of $100,000; provided, however, that the
outstanding principal amount of any LIBOR portion so prepaid in part shall not
be less than the minimum set forth in the immediately preceding sentence after
giving effect to such prepayment.

         1.4 Section 3.1(b) of the Credit Agreement shall be and is hereby
amended by inserting the following two sentences immediately after the first
sentence thereof:

         On the date of issuance of each Letter of Credit, and annually
         thereafter, the Company shall pay to the Bank a letter of credit fee
         computed at the rate of 0.125% of the Maximum Amount of the related
         Letter of Credit which is scheduled to be outstanding during the
         immediately succeeding twelve calendar months. The letter of credit
         fees referred to in the immediately preceding two sentences shall
         only be applicable to standby letters of credit.

         1.5 The first sentence of Section 3.3 of the Credit Agreement shall
be and is hereby amended and as so amended shall be and hereby is restated in
its entirety to read as follows:

         Section 3.3. Terminations. The Company shall have the right at any
         time and from time to time, upon five (5) Business Days' prior notice
         to the Bank, to terminate without premium or penalty and in whole or
         in part (but if in part, then in an amount not less than $2,500,000)
         the Commitment, provided that the Commitment may not be reduced to an
         amount less than the aggregate principal amount of the Loans and
         Letters of Credit then outstanding.

         1.6 The definition of the term "Domestic Rate" appearing in Section
5.1 of the Credit Agreement shall be and is hereby amended and as so amended
shall be restated in its entirety to read as follows:

               "Domestic Rate" means, for any day, the greater of (i) the rate
         of interest announced by the Bank from time to time as its prime
         commercial rate, as in effect on such day; and (ii) the sum of (x)
         the rate determined by the Bank to be the average (rounded upwards,
         if necessary, to the next higher 1/100 of 1%) of the rates per annum
         quoted to the Bank at approximately 10:00 a.m. (Chicago time) (or as
         soon thereafter as is practicable) on such day (or, if such day is
         not a Business Day, on the immediately preceding Business Day) by two
         or more Federal funds brokers selected by the Bank for the sale to
         the Bank at face value of Federal funds in an amount equal or
         comparable to the principal amount owed to the Bank for which such
         rate is being determined, plus (y) 1/2 of 1% (0.5%).

         1.7 The definition of the term "Termination Date" appearing in
Section 5.1 of the Credit Agreement shall be and is hereby amended and as so
amended shall be restated in its entirety to read as follows:

               "Termination Date" means February 28, 2004, or such earlier
         date on which the Commitment is terminated in whole pursuant to
         Section 3.3, 9.2 or 9.3 hereof.

         1.8 Section 8.8 of the Credit Agreement shall be and is hereby
amended and as so amended shall be and hereby is restated in its entirety to
read as follows:

               Section 8.8. Consolidated Net Worth. The Company shall at all
         times maintain a minimum Consolidated Net Worth of not less than the
         Minimum Required Amount. For purposes of this Section, the term
         "Minimum Required Amount" shall mean $70,000,000 through September
         29, 2000 and shall increase (but never decrease) as of September 30,
         2000 and as of the last day of each fiscal year of the Company
         thereafter by an amount equal to 25% of positive Consolidated Net
         Earnings for the fiscal year then ended.

SECTION 2. COMMITMENT FEE.

         Notwithstanding that the change of the Commitment and other
amendments contemplated by Section 1 hereof shall not become effective until
the satisfaction of the conditions precedent specified in Section 3 hereof,
for purposes of calculating the amount of commitment fee payable under Section
3.1(a) of the Credit Agreement, the Commitment of the Bank shall be deemed to
have been so changed immediately upon February 28, 2001.

SECTION 3.  CONDITIONS PRECEDENT.

         The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:

         3.1 The Borrower and the Bank shall have executed and delivered this
Amendment.

         3.2 The Bank shall have received a nonrefundable arrangement fee of
$15,000.

         3.3 The Borrower shall not renew the $10,000,000 credit facility
currently available to Woodhead Canada Limited from Harris Trust and Savings
Bank when such credit facility matures on February 28, 2001, and the Bank
shall have received assurances reasonably satisfactory to it of the foregoing.

         3.4 Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Bank and its counsel.

         3.5 Aero-Motive Company, Daniel Woodhead Company, AI/FOCS, Inc., and
Central Rubber Company (the "Guarantors") shall have executed and delivered to
the Bank their consent to this Amendment in the form set forth below.

         Upon the date such conditions are satisfied, this Amendment shall be
and become effective as of such date (except for Section 1.2, which shall be
deemed effective as of February 28, 2001).

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


         IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.



                                        WOODHEAD INDUSTRIES, INC.


                                        By  /s/  Joseph P. Nogal
                                           ________________________________
                                           Name: Joseph P. Nogal
                                           Title: V.P. Treasurer/Controller


Agreed and Accepted:

HARRIS TRUST AND SAVINGS BANK


By  /s/ Keith J. Niebrugge
    ________________________________
    Name: Keith J. Niebrugge
    Title: Vice President




                           WOODHEAD INDUSTRIES, INC.

                     EIGHTH AMENDMENT TO CREDIT AGREEMENT

                                                  Dated as of April 23, 2002

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of
October 29, 1993, as heretofore amended (as so amended, the "Credit
Agreement"), among you (the "Bank") and Woodhead Industries, Inc. (the
"Company"). All terms not otherwise defined herein shall have the same meaning
herein as defined in the Credit Agreement.

         The Company has requested that the Bank modify certain financial
covenants and make certain other modifications to the Credit Agreement.

         Accordingly, the Company and the Bank, in consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound thereby, covenant and agree as follows:

SECTION 1.  AMENDMENTS.

         1.1 The definitions of the terms "EBIT" and "EBITDA" appearing in
Section 5.1 of the Credit Agreement shall be and hereby are amended and as so
amended shall be restated in their entirety to read as follows:

               "EBIT" shall mean, with reference to any period, Consolidated
         Net Earnings for such period plus all amounts deducted in arriving at
         such Consolidated Net Earnings in respect of (a) Interest Expense and
         (b) taxes imposed on or measured by income or excess profits, and (c)
         non-cash charges incurred by the Company during its fiscal quarter
         ended September 29, 2001 from the write down of its equity investment
         in Symphony Systems, a California corporation, in an aggregate amount
         not in excess of $1,925,000.

               "EBITDA" shall mean, with reference to any period, Consolidated
         Net Earnings for such period plus all amounts deducted in arriving at
         such Consolidated Net Earnings in respect of (a) Interest Expense,
         (b) taxes imposed on or measured by income or excess profits, and (c)
         depreciation, depletion and amortization, and (d) non-cash charges
         incurred by the Company during its fiscal quarter ended September 29,
         2001 from the write down of its equity investment in Symphony
         Systems, a California corporation, in an aggregate amount not in
         excess of $1,925,000.

         1.2 Section 8.6 of the Credit Agreement shall be and is hereby
amended and as so amended shall be and hereby is restated in its entirety to
read as follows:

               Section 8.6. Interest Coverage Ratio. The Company shall not, as
         of the last day of each fiscal quarter of the Company specified
         below, permit the Interest Coverage Ratio for the four fiscal
         quarters then ended to be less than:

                  FISCAL QUARTER ENDING                     INTEREST COVERAGE
                                                            RATIO SHALL NOT BE
                                                                LESS THAN
                      March 30, 2002                            2.0 to 1.0
                      June 29, 2002                             2.0 to 1.0
                    September 28, 2002                          2.0 to 1.0
                    December 28, 2002                           2.0 to 1.0
          March 29, 2003 and each fiscal quarter                3.0 to 1.0
                    ending thereafter

         1.3 Section 8.7 of the Credit Agreement shall be and hereby is
amended and as so amended shall be and hereby is restated in its entirety to
read as follows:

         Section 8.7. Debt to EBITDA Ratio. The Company shall not, as of the
last day of each fiscal quarter of the Company specified below, permit the
Debt to EBITDA Ratio for the four fiscal quarters of the Company then ended to
be more than:

          FISCAL QUARTER ENDING                 CASH FLOW LEVERAGE RATIO SHALL
                                                        NOT BE MORE THAN:
              March 30, 2002                               2.9 to 1.0
              June 29, 2002                                2.9 to 1.0
            September 28, 2002                             2.9 to 1.0
            December 28, 2002                              2.9 to 1.0
  March 29, 2003 and each fiscal quarter                   2.5 to 1.0
            ending thereafter

SECTION 2.  CONDITIONS PRECEDENT.

         The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:

         2.1 The Borrower and the Bank shall have executed and delivered this
Amendment.

         2.2 Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Bank and its counsel.

         2.3 Aero-Motive Company, Daniel Woodland Company, Advanced
Interconnect, Inc. (formerly AI/FOCS, Inc.), and Central Rubber Company (the
"Guarantors") shall have executed and delivered to the Bank their consent to
this Amendment in the form set forth below.

         Upon the date such conditions are satisfied, this Amendment shall be
and become effective as of such date.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


         IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.



                                        WOODHEAD INDUSTRIES, INC.


                                        By  /s/  Joseph P. Nogal
                                            ________________________________
                                          Name:  Joseph P. Nogal
                                          Title: Vice President, Treasurer/
                                                 Controller


Agreed and Accepted:

HARRIS TRUST AND SAVINGS BANK


By /s/ Ronald V. Redd
   ________________________________
    Name: Ronald V. Redd
    Title: Vice President