<PAGE>

                                   CREDIT AGREEMENT

     THIS AGREEMENT is entered into as of June 15, 1998, by and between 
ROTONICS MANUFACTURING INC., a Delaware corporation ("Borrower"), and WELLS 
FARGO BANK, NATIONAL ASSOCIATION ("Bank").

                                       RECITAL

     Borrower has requested from Bank the credit accommodations described 
below (each, a "Credit" and collectively, the "Credits"), and Bank has agreed 
to provide the Credits to Borrower on the terms and conditions contained 
herein.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency 
of which are hereby acknowledged, Bank and Borrower hereby agree as follows:

                                       
                                      ARTICLE I
                                     THE CREDITS

      SECTION 1.1.   LINE OF CREDIT.

     (a)  LINE OF CREDIT.  Subject to the terms and conditions of this 
Agreement, Bank has agreed to make advances to Borrower from time to time up 
to and including October 1, 2000, not to exceed at any time the aggregate 
principal amount of Seven Million Dollars ($7,000,000.00) ("Line of Credit"), 
the proceeds of which shall be used for Borrower's working capital 
requirements.  Borrower's obligation to repay advances under the Line of 
Credit is evidenced by a promissory note substantially in the form of Exhibit 
A attached hereto ("Line of Credit Note"), all terms of which are 
incorporated herein by this reference.

     (b)  LETTER OF CREDIT SUBFEATURE.  As a subfeature under the Line of 
Credit, Bank has agreed from time to time during the term thereof to issue 
standby letters of credit for the account of Borrower to finance a note 
payable to seller of Rotocast (each, a "Letter of Credit" and collectively, 
"Letters of Credit"); provided however, that the form and substance of each 
Letter of Credit shall be subject to approval by Bank, in its sole 
discretion; and provided further, that the aggregate undrawn amount of all 
outstanding Letters of Credit shall not at any time exceed Two Million 
Dollars ($2,000,000.00).  Each Letter of Credit shall be issued for a term 
not to exceed eighteen (18) months, as designated by Borrower; provided 
however, that no Letter of Credit shall have an expiration date subsequent to 
the maturity date of the Line of Credit.  The undrawn amount of all Letters 
of Credit shall be reserved under the Line of Credit and shall not be 
available for borrowings thereunder.  Each Letter of Credit shall be subject 
to the additional terms and conditions of

                                       -1-

<PAGE>

the Letter of Credit Agreement and related documents, if any, required by 
Bank in connection with the issuance thereof (each, a "Letter of Credit 
Agreement" and collectively, "Letter of Credit Agreements").  Each draft paid 
by Bank under a Letter of Credit shall be deemed an advance under the Line of 
Credit and shall be repaid by Borrower in accordance with the terms and 
conditions of this Agreement applicable to such advances; provided however, 
that if advances under the Line of Credit are not available, for any reason, 
at the time any draft is paid by Bank, then Borrower shall immediately pay to 
Bank the full amount of such draft, together with interest thereon from the 
date such amount is paid by Bank to the date such amount is fully repaid by 
Borrower, at the rate of interest applicable to advances under the Line of 
Credit.  In such event Borrower agrees that Bank, in its sole discretion, may 
debit any demand deposit account maintained by Borrower with Bank for the 
amount of any such draft. Bank has issued a standby letter of credit for the 
amount of Two Million Dollars ($2,000,000.00), which is outstanding as of the 
date hereof and shall be deemed included within the definition of Letters of 
Credit set forth herein.

     (c)  BORROWING AND REPAYMENT.  Borrower may from time to time during the 
term of the Line of Credit borrow, partially or wholly repay its outstanding 
borrowings, and reborrow, subject to all of the limitations, terms and 
conditions contained herein or in the Line of Credit Note; provided however, 
that the total outstanding borrowings under the Line of Credit shall not at 
any time exceed the maximum principal amount available thereunder, as set 
forth above. 

     SECTION 1.2.   TERM LOAN A.

     (a)  TERM LOAN A.  Bank has made a loan to Borrower in the original 
principal amount of One Million Dollars ($1,000,000.00) ("Term Loan A"), on 
which the outstanding principal balance as of the date hereof is $799,999.96. 
Borrower's obligation to repay Term Loan A is evidenced by a promissory note 
in the form of Exhibit B attached hereto ("Term Note A"), all terms of which 
are incorporated herein by this reference.  Any reference in Term Note A to 
any prior loan agreement between Bank and Borrower shall be deemed a 
reference to this Agreement.  Subject to the terms and conditions of this 
Agreement, Bank hereby confirms that Term Loan A remains in full force and 
effect.

     (b)  REPAYMENT.  The principal amount of Term Loan A shall be repaid in 
accordance with the provisions of Term Note A.

     (c)  PREPAYMENT. Borrower may prepay principal on Term Loan A solely in 
accordance with the provisions of Term Note A.

                                       -2-

<PAGE>

     SECTION 1.3.   TERM LOAN B.

     (a)  TERM LOAN B.  Bank has made a loan to Borrower in the original 
principal amount of Four Million Dollars ($4,000,000.00) ("Term Loan B"), on 
which the outstanding principal balance as of the date hereof is 
$1,533,321.00. Borrower's obligation to repay Term Loan B is evidenced by a 
promissory note in the form of Exhibit C attached hereto ("Term Note B"), all 
terms of which are incorporated herein by this reference.  Subject to the 
terms and conditions of this Agreement, Bank hereby confirms that Term Loan B 
remains in full force and effect.  Any reference in Term Note B to any prior 
loan agreement between Bank and Borrower shall be deemed a reference to this 
Agreement.

     (b)  REPAYMENT.  The principal amount of Term Loan B shall be repaid in 
accordance with the provisions of Term Note B.

     (c)  PREPAYMENT. Borrower may prepay principal on Term Loan B solely in 
accordance with the provisions of Term Note B.

     SECTION 1.5.   TERM LOAN C.

     (a)  TERM LOAN C.  Bank granted a term commitment to Borrower in the 
original principal amount of Five Hundred Thousand Dollars ($500,000.00), 
which has been fully disbursed ("Term Loan C"), and on which the outstanding 
principal balance as of the date hereof is $389,830.46.  Borrower's 
obligation to repay Term Loan C is evidenced by a promissory note in the form 
of Exhibit D attached hereto ("Term Note C"), all terms of which are 
incorporated herein by this reference.  Any reference in Term Note C to any 
prior loan agreement between Bank and Borrower shall be deemed a reference to 
this Agreement.  Subject to the terms and conditions of this Agreement, Bank 
hereby confirms that Term Loan C remains in full force and effect.  

     (b)  REPAYMENT.  The principal amount of Term Loan C shall be repaid in 
accordance with the provisions of Term Note C.

     (c)  PREPAYMENT.  Borrower may prepay principal on Term Loan C at any 
time, in any amount and without penalty.  All prepayments of principal shall 
be applied on the most remote principal installment or installments then 
unpaid.

     SECTION 1.6.   TERM LOAN D.

     (a)  TERM LOAN D.  Bank has made a loan to Borrower in the original 
principal amount of Five Hundred Thousand Dollars ($500,000.00) ("Term Loan 
D"), on which the outstanding principal balance as of the date hereof is 
$291,650.00. Borrower's obligation to repay Term Loan D is evidenced by a 
promissory note in the form of Exhibit E attached hereto ("Term Note D"), all 
terms of which are incorporated herein by this reference.  Any reference in 
Term Note D to any prior loan agreement between Bank

                                       -3-

<PAGE>

and Borrower shall be deemed a reference to this Agreement.  Subject to the 
terms and conditions of this Agreement, Bank hereby confirms that Term Loan D 
remains in full force and effect.  

     (b)  REPAYMENT.  The principal amount of Term Loan D shall be repaid in 
accordance with the provisions of Term Note D.

     (c)  PREPAYMENT. Borrower may prepay principal on Term Loan D solely in 
accordance with the provisions of Term Note D.

     SECTION 1.7.   TERM LOAN E.

     (a)  TERM LOAN E.  Subject to the terms and conditions of this 
Agreement, Bank hereby agrees to make a loan to Borrower in the principal 
amount of Three Million Dollars ($3,000,000.00) ("Term Loan E"), the proceeds 
of which shall be used to refinance an existing term loan originally used for 
equipment purchases and for additional equipment purchases.  Borrower's 
obligation to repay Term Loan E shall be evidenced by a promissory note 
substantially in the form of Exhibit F attached hereto ("Term Note E"), all 
terms of which are incorporated herein by this reference.  Bank's commitment 
to grant Term Loan E shall terminate on July 15, 1998.

     (b)  REPAYMENT.  The principal amount of Term Loan E shall be repaid in 
accordance with the provisions of Term Note E.

     (c)  PREPAYMENT.  Borrower may prepay principal on Term Loan E solely in 
accordance with the provisions of Term Note E.

     SECTION 1.8.   TERM LOAN F.

     (a)  TERM LOAN F.  Subject to the terms and conditions of this 
Agreement, Bank hereby agrees to make a loan to Borrower in the principal 
amount of Two Million Dollars ($2,000,000.00) ("Term Loan F"), the proceeds 
of which shall be used for financing real properties.  Borrower's obligation 
to repay Term Loan F shall be evidenced by a promissory note substantially in 
the form of Exhibit G attached hereto ("Term Note F"), all terms of which are 
incorporated herein by this reference.  Bank's commitment to grant Term Loan 
F shall terminate on July 15, 1998.

     (b)  REPAYMENT.  The principal amount of Term Loan F shall be repaid in 
accordance with the provisions of Term Note F.

     (c)  PREPAYMENT.  Borrower may prepay principal on Term Loan F solely in 
accordance with the provisions of Term Note F.

                                       -4-

<PAGE>

     SECTION 1.9.   TERM COMMITMENT

     (a)  TERM COMMITMENT.  Subject to the terms and conditions of this 
Agreement, Bank hereby agrees to make advances to Borrower from time to time 
up to and including November 1, 1998, not to exceed the aggregate principal 
amount of One Million Two Hundred Thousand Dollars ($1,200,000.00) ("Term 
Commitment"), on which the outstanding principal balance as of the date 
hereof is $700,000.00, the proceeds of which shall be used to refinance an 
existing Term Commitment used for equipment purchases and for additional 
equipment purchases, and which shall be converted on November 1, 1998, to a 
term loan, as described more fully below.  Borrower's obligation to repay 
advances under the Term Commitment shall be evidenced by a promissory note 
substantially in the form of Exhibit H attached hereto ("Term Commitment 
Note"), all terms of which are incorporated herein by this reference.

     (b)  LIMITATION ON BORROWINGS.  Notwithstanding any other provision of 
this Agreement, the aggregate amount of all outstanding borrowings under the 
Term Commitment shall not at any time exceed a maximum of eighty percent 
(80%) of the cost of each item of new equipment purchased with the proceeds 
thereof or seventy-five percent (75%) of the cost of each item of used 
equipment purchased with proceeds thereof, as evidenced by the seller's 
invoice.

     (c)  BORROWING AND REPAYMENT.  Borrower may from time to time during the 
period in which Bank will make advances under the Term Commitment borrow and 
partially or wholly repay its outstanding borrowings, provided that amounts 
repaid may not be reborrowed, subject to all the limitations, terms and 
conditions contained herein; provided however, that the total outstanding 
borrowings under the Term Commitment shall not exceed the maximum principal 
amount available thereunder, as set forth above.  The principal amount of the 
Term Commitment shall be repaid in accordance with the provisions of the Term 
Commitment Note. 

     (d)  PREPAYMENT.  Borrower may prepay principal on the Term Commitment 
solely in accordance with the provisions of the Term Commitment Note.

     SECTION 1.10.  INTEREST/FEES.

     (a)  INTEREST.  The outstanding principal balances of    Line of Credit, 
Term Loan A, Term Loan B, Term Loan C, Term Loan D, Term Loan E, Term Loan F 
and the Term Commitment shall bear interest at the rates of interest set 
forth in the Line of Credit Note, Term Note A, Term Note B, Term Note C, Term 
Note D, Term Note E, Term Note F and the Term Commitment Note (collectively, 
the "Notes").

                                       -5-

<PAGE>

     (b)  COMPUTATION AND PAYMENT.  Interest shall be computed on the basis 
of a 360-day year, actual days elapsed.  Interest shall be payable at the 
times and place set forth in the Notes. 

     (c)  COMMITMENT FEE.  Borrower shall pay to Bank a non-refundable 
commitment fee for the Line of Credit equal to one hundred twenty-five 
hundredths percent (0.125%), which fee shall be due and payable in full on 
the date of this Agreement.

     (d)  LETTER OF CREDIT FEES.  Borrower shall pay to Bank fees upon the 
issuance of each Letter of Credit, upon the payment or negotiation by Bank of 
each draft under any Letter of Credit and upon the occurrence of any other 
activity with respect to any Letter of Credit (including without limitation, 
the transfer, amendment or cancellation of any Letter of Credit) determined 
in accordance with Bank's standard fees and charges then in effect for such 
activity.

     SECTION 1.11.  COLLECTION OF PAYMENTS.  Borrower authorizes Bank to 
collect all principal and interest due under each Credit by charging 
Borrower's demand deposit account number 4624-074191 with Bank, or any other 
demand deposit account maintained by Borrower with Bank, for the full amount 
thereof.  Should there be insufficient funds in any such demand deposit 
account to pay all such sums when due, the full amount of such deficiency 
shall be immediately due and payable by Borrower.

     SECTION 1.12.  COLLATERAL.

     As security for all indebtedness of Borrower to Bank under the Line of 
Credit, Term Loan A, Term Loan B, Term Loan C, Term Loan D, Term Loan E and 
the Term Commitment, Borrower hereby grants to Bank security interests of 
first priority in all Borrower's accounts receivable, other rights to payment 
and general intangibles, inventory and equipment.

     As security for all indebtedness of Borrower to Bank under the Line of 
Credit, Term Loan A, Term Loan B, Term Loan C, Term Loan D, Term Loan E and 
the Term Commitment, Borrower shall cause Rotocast International, Inc., 
Rotocast Management Corp., Rotocast Plastic Products, Inc., Nutron Plastic 
Products, Inc., Wonder Products, Inc., Rotocast Plastic Products of Nevada, 
Inc., Rotocast Plastic Products of Tennessee, Inc. and Rotocast Plastic 
Products of Texas, Inc. to grant to Bank security interests of first priority 
in all their accounts receivable, other rights to payment and general 
intangibles, inventory and equipment.

     As security for all security for all indebtedness of Borrower to Bank 
under Term Loan F, Borrower hereby grants to Bank a lien of not less than 
first priority on real properties located at 736-738 and 740-746 Birginal 
Drive, Bensenville, Illinois 60106 and Highway I-35 at FM 1306, Gainesville, 
Texas 76240. 

                                       -6-

<PAGE>

     All of the foregoing shall be evidenced by and subject to the terms of 
such security agreements, financing statements, deeds of trust and other 
documents as Bank shall reasonably require, all in form and substance 
satisfactory to Bank. Borrower shall reimburse Bank immediately upon demand 
for all costs and expenses incurred by Bank in connection with any of the 
foregoing security, including without limitation, filing and recording fees 
and costs of appraisals, audits and title insurance.

                                      ARTICLE II
                            REPRESENTATIONS AND WARRANTIES

     Borrower makes the following representations and warranties to Bank, 
which representations and warranties shall survive the execution of this 
Agreement and shall continue in full force and effect until the full and 
final payment, and satisfaction and discharge, of all obligations of Borrower 
to Bank subject to this Agreement.

     SECTION 2.1.   LEGAL STATUS.  Borrower is a corporation, duly organized 
and existing and in good standing under the laws of the state of Delaware, 
and is qualified or licensed to do business (and is in good standing as a 
foreign corporation, if applicable) in all jurisdictions in which such 
qualification or licensing is required or in which the failure to so qualify 
or to be so licensed could have a material adverse effect on Borrower.

     SECTION 2.2.   AUTHORIZATION AND VALIDITY.  This Agreement, the Notes, 
and each other document, contract and instrument required hereby or at any 
time hereafter delivered to Bank in connection herewith (collectively, the 
"Loan Documents") have been duly authorized, and upon their execution and 
delivery in accordance with the provisions hereof will constitute legal, 
valid and binding agreements and obligations of Borrower or the party which 
executes the same, enforceable in accordance with their respective terms.

     SECTION 2.3.   NO VIOLATION.  The execution, delivery and performance by 
Borrower of each of the Loan Documents do not violate any provision of any 
law or regulation, or contravene any provision of the Articles of 
Incorporation or By-Laws of Borrower, or result in any breach of or default 
under any contract, obligation, indenture or other instrument to which 
Borrower is a party or by which Borrower may be bound.

     SECTION 2.4.   LITIGATION.  There are no pending, or to the best of 
Borrower's knowledge threatened, actions, claims, investigations, suits or 
proceedings by or before any governmental authority, arbitrator, court or 
administrative agency which could have a material adverse effect on the 
financial condition or operation of Borrower other than those

                                       -7-

<PAGE>

disclosed by Borrower to Bank in writing prior to the date hereof.

     SECTION 2.5.   CORRECTNESS OF FINANCIAL STATEMENT.  The financial 
statement of Borrower dated March 31,1998, a true copy of which has been 
delivered by Borrower to Bank prior to the date hereof, (a) is complete and 
correct and presents fairly the financial condition of Borrower, (b) 
discloses all liabilities of Borrower that are required to be reflected or 
reserved against under generally accepted accounting principles, whether 
liquidated or unliquidated, fixed or contingent, and (c) has been prepared in 
accordance with generally accepted accounting principles consistently 
applied.  Since the date of such financial statement there has been no 
material adverse change in the financial condition of Borrower, nor has 
Borrower mortgaged, pledged, granted a security interest in or otherwise 
encumbered any of its assets or properties except in favor of Bank or as 
otherwise permitted by Bank in writing. 

     SECTION 2.6.   INCOME TAX RETURNS.  Borrower has no knowledge of any 
pending assessments or adjustments of its income tax payable with respect to 
any year.

     SECTION 2.7.   NO SUBORDINATION.  There is no agreement, indenture, 
contract or instrument to which Borrower is a party or by which Borrower may 
be bound that requires the subordination in right of payment of any of 
Borrower's obligations subject to this Agreement to any other obligation of 
Borrower.

     SECTION 2.8.   PERMITS, FRANCHISES.  Borrower possesses, and will 
hereafter possess, all permits, consents, approvals, franchises and licenses 
required and rights to all trademarks, trade names, patents, and fictitious 
names, if any, necessary to enable it to conduct the business in which it is 
now engaged in compliance with applicable law.  

     SECTION 2.9.   ERISA.  Borrower is in compliance in all material 
respects with all applicable provisions of the Employee Retirement Income 
Security Act of 1974, as amended or recodified from time to time ("ERISA"); 
Borrower has not violated any provision of any defined employee pension 
benefit plan (as defined in ERISA) maintained or contributed to by Borrower 
(each, a "Plan"); no Reportable Event as defined in ERISA has occurred and is 
continuing with respect to any Plan initiated by Borrower; Borrower has met 
its minimum funding requirements under ERISA with respect to each Plan; and 
each Plan will be able to fulfill its benefit obligations as they come due in 
accordance with the Plan documents and under generally accepted accounting 
principles.

     SECTION 2.10.  OTHER OBLIGATIONS.  Borrower is not in default on any 
obligation for borrowed money, any purchase money

                                       -8-

<PAGE>

obligation or any other material lease, commitment, contract, instrument or 
obligation.

     SECTION 2.11.  ENVIRONMENTAL MATTERS.  Except as disclosed by Borrower 
to Bank in writing prior to the date hereof, Borrower is in compliance in all 
material respects with all applicable federal or state environmental, 
hazardous waste, health and safety statutes, and any rules or regulations 
adopted pursuant thereto, which govern or affect any of Borrower's operations 
and/or properties, including without limitation, the Comprehensive 
Environmental Response, Compensation and Liability Act of 1980, the Superfund 
Amendments and Reauthorization Act of 1986, the Federal Resource Conservation 
and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as 
any of the same may be amended, modified or supplemented from time to time.  
None of the operations of Borrower is the subject of any federal or state 
investigation evaluating whether any remedial action involving a material 
expenditure is needed to respond to a release of any toxic or hazardous waste 
or substance into the environment. Borrower has no material contingent 
liability in connection with any release of any toxic or hazardous waste or 
substance into the environment.

     SECTION 2.12.  REAL PROPERTY COLLATERAL.  Except as disclosed by 
Borrower to Bank in writing prior to the date hereof, with respect to any 
real property collateral required hereby:

     (a)  All taxes, governmental assessments, insurance premiums, and water, 
sewer and municipal charges, and rents (if any) which previously became due 
and owing in respect thereof have been paid as of the date hereof.

     (b)  There are no mechanics' or similar liens or claims which have been 
filed for work, labor or material (and no rights are outstanding that under 
law could give rise to any such lien) which affect all or any interest in any 
such real property and which are or may be prior to or equal to the lien 
thereon in favor of Bank. 

     (c)  None of the improvements which were included for purpose of 
determining the appraised value of any such real property lies outside of the 
boundaries and/or building restriction lines thereof, and no improvements on 
adjoining properties materially encroach upon any such real property.

     (d)  There is no pending, or to the best of Borrower's knowledge 
threatened, proceeding for the total or partial condemnation of all or any 
portion of any such real property, and all such real property is in good 
repair and free and clear of any damage that would materially and adversely 
affect the value thereof as security and/or the intended use thereof.

                                       -9-

<PAGE>
                                       
                                     ARTICLE III
                                      CONDITIONS

     SECTION 3.1.   CONDITIONS OF INITIAL EXTENSION OF CREDIT.  The 
obligation of Bank to grant any of the Credits is subject to the fulfillment 
to Bank's satisfaction of all of the following conditions:

     (a)  APPROVAL OF BANK COUNSEL.  All legal matters incidental to the 
granting of each of the Credits shall be satisfactory to Bank's counsel.

     (b)  DOCUMENTATION.  Bank shall have received, in form and substance 
satisfactory to Bank, each of the following, duly executed:

     (i)  This Agreement and the Notes.
    (ii)  Corporate Borrowing Resolution.
   (iii)  Corporate Resolution: Third Party Collateral.
    (iv)  Certificate of Incumbency.
     (v)  Security Agreement: Equipment.
    (vi)  Continuing Security Agreement: Rights to Payment and Inventory.
   (vii)  Third Party Security Agreement: Equipment.
  (viii)  Third Party Security Agreement: Rights to Payment and Inventory.
    (ix)  UCC-1 Financing Statements.
     (x)  Mortgage and Assignment of Rents and Leases.
    (xi)  Amended and Restated Mortgage, and Assignment of Rents and Leases. 
   (xii)  Deed of Trust and Assignment of Rents and Leases.
  (xiii)  Such other documents as Bank may require under any other Section of
          this Agreement.

     (c)  FINANCIAL CONDITION.  There shall have been no material adverse 
change, as determined by Bank, in the financial condition or business of 
Borrower, nor any material decline, as determined by Bank, in the market 
value of any collateral required hereunder or a substantial or material 
portion of the assets of Borrower.

     (d)  INSURANCE.  Borrower shall have delivered to Bank evidence of 
insurance coverage on all Borrower's property, in form, substance, amounts, 
covering risks and issued by companies satisfactory to Bank, and where 
required by Bank, with loss payable endorsements in favor of Bank, including 
without limitation, policies of fire and extended coverage insurance covering 
all real property collateral required hereby, with replacement cost and 
mortgagee loss payable endorsements, and such policies of insurance against 
specific hazards affecting any such real property as may be required by 
governmental regulation or Bank.

                                       -10-

<PAGE>

     (e)  APPRAISALS.  Bank shall have obtained, at Borrower's cost, an 
appraisal of all real property collateral required hereby, and all 
improvements thereon, issued by an appraiser acceptable to Bank and in form, 
substance and reflecting values satisfactory to Bank, in its discretion.

     (f)  TITLE INSURANCE.  Bank shall have received an ALTA Policy of Title 
Insurance, with such endorsements as Bank may require, issued by a company 
and in form and substance satisfactory to Bank, in such amount as Bank shall 
require, insuring Bank's lien on the real property collateral required hereby 
to be of the priority set forth in Section 1.12 hereof, subject only to such 
exceptions as Bank shall approve in its discretion, with all costs thereof to 
be paid by Borrower.

     (g)  TAX SERVICE CONTRACT.  Borrower shall have procured and delivered 
to Bank, at Borrower's cost, such tax service contract as Bank shall require 
for any real property collateral required hereby, to remain in effect as long 
as such real property secures any obligations of Borrower to Bank as required 
hereby.

     SECTION 3.2.   CONDITIONS OF EACH EXTENSION OF CREDIT.  The obligation 
of Bank to make each extension of credit requested by Borrower hereunder 
shall be subject to the fulfillment to Bank's satisfaction of each of the 
following conditions:

     (a)  COMPLIANCE.  The representations and warranties contained herein 
and in each of the other Loan Documents shall be true on and as of the date 
of the signing of this Agreement and on the date of each extension of credit 
by Bank pursuant hereto, with the same effect as though such representations 
and warranties had been made on and as of each such date, and on each such 
date, no Event of Default as defined herein, and no condition, event or act 
which with the giving of notice or the passage of time or both would 
constitute such an Event of Default, shall have occurred and be continuing or 
shall exist.

     (b)  DOCUMENTATION.  Bank shall have received all additional documents 
which may be required in connection with such extension of credit.

                                       -11-

<PAGE>

                                      ARTICLE IV
                                AFFIRMATIVE COVENANTS

     Borrower covenants that so long as Bank remains committed to extend 
credit to Borrower pursuant hereto, or any liabilities (whether direct or 
contingent, liquidated or unliquidated) of Borrower to Bank under any of the 
Loan Documents remain outstanding, and until payment in full of all 
obligations of Borrower subject hereto, Borrower shall, unless Bank otherwise 
consents in writing:

     SECTION 4.1.   PUNCTUAL PAYMENTS.  Punctually pay all principal, 
interest, fees or other liabilities due under any of the Loan Documents at 
the times and place and in the manner specified therein, and immediately upon 
demand by Bank, the amount by which the outstanding principal balance of any 
of the Credits at any time exceeds any limitation on borrowings applicable 
thereto.

     SECTION 4.2.   ACCOUNTING RECORDS.  Maintain adequate books and records 
in accordance with generally accepted accounting principles consistently 
applied, and permit any representative of Bank, at any reasonable time, to 
inspect, audit and examine such books and records, to make copies of the 
same, and to inspect the properties of Borrower.

     SECTION 4.3.   FINANCIAL STATEMENTS.  Provide to Bank all of the 
following, in form and detail satisfactory to Bank:

     (a)  not later than 120 days after and as of the end of each fiscal 
year, a consolidated audited financial statement of Borrower, prepared by 
certified public accountant acceptable to Bank, to include all schedules, 
notes and narratives reasonably included in Borrower's 10K;

     (b)  not later than 45 days after and as of the end of each fiscal 
quarter, a consolidated financial statement of Borrower, prepared by 
Borrower, to include all schedules, notes and narratives reasonably included 
in Borrower's 10Q; and
     
     (c)  from time to time such other information as Bank may reasonably 
request.

     SECTION 4.4.   COMPLIANCE.  Preserve and maintain all licenses, permits, 
governmental approvals, rights, privileges and franchises necessary for the 
conduct of its business; and comply with the provisions of all documents 
pursuant to which Borrower is organized and/or which govern Borrower's 
continued existence and with the requirements of all laws, rules, regulations 
and orders of any governmental authority applicable to Borrower and/or its 
business.

                                       -12-

<PAGE>

     SECTION 4.5.   INSURANCE.  Maintain and keep in force insurance of the 
types and in amounts customarily carried in lines of business similar to that 
of Borrower, including but not limited to fire, extended coverage, public 
liability, flood, property damage and workers' compensation, with all such 
insurance carried with companies and in amounts satisfactory to Bank, and 
deliver to Bank from time to time at Bank's request schedules setting forth 
all insurance then in effect.

     SECTION 4.6.   FACILITIES.  Keep all properties useful or necessary to 
Borrower's business in good repair and condition, and from time to time make 
necessary repairs, renewals and replacements thereto so that such properties 
shall be fully and efficiently preserved and maintained.

     SECTION 4.7.   TAXES AND OTHER LIABILITIES.  Pay and discharge when due 
any and all indebtedness, obligations, assessments and taxes, both real or 
personal, including without limitation federal and state income taxes and 
state and local property taxes and assessments, except such (a) as Borrower 
may in good faith contest or as to which a bona fide dispute may arise, and 
(b) for which Borrower has made provision, to Bank's satisfaction, for 
eventual payment thereof in the event Borrower is obligated to make such 
payment.

     SECTION 4.8.   LITIGATION.  Promptly give notice in writing to Bank of 
any litigation pending or threatened against Borrower with a claim in excess 
of $100,000.00.

     SECTION 4.9.   FINANCIAL CONDITION.  Maintain Borrower's financial 
condition as follows using generally accepted accounting principles 
consistently applied and used consistently with prior practices (except to 
the extent modified by the definitions herein):

     (a)  Current Ratio not at any time less than 1.25 to 1.00, measured as 
of each fiscal quarter end, with "Current Ratio" defined as total current 
assets divided by total current liabilities.

     (b)  Tangible Net Worth not at any time less than $14,000,000.00, 
measured as of each fiscal quarter end, with "Tangible Net Worth" defined as 
the aggregate of total stockholders' equity plus subordinated debt less any 
intangible assets.

     (c)  Total Liabilities divided by Tangible Net Worth not at any time 
greater than 1.25 to 1.00, measured as of each fiscal quarter end, with 
"Total Liabilities" defined as the aggregate of current liabilities and 
non-current liabilities less subordinated debt, and with "Tangible Net Worth" 
as defined above.

                                       -13-

<PAGE>

     (d)  EBITDA Coverage Ratio not less than 1.5 to 1.0 as of each fiscal 
quarter end measured on a rolling four-quarter basis; not less than 1.75 to 
1.0, beginning at third fiscal quarter end of 1999; and not less than 2.0 to 
1.0, beginning at first fiscal quarter end of 2000; and thereafter, with 
"EBITDA" defined as net profit before tax plus interest expense (net of 
capitalized interest expense), depreciation expense and amortization expense, 
and with "EBITDA Coverage Ratio" defined as EBITDA divided by the aggregate 
of total interest expense plus the prior period current maturity of long-term 
debt and the prior period current maturity of subordinated debt.

     SECTION 4.10.  NOTICE TO BANK.  Promptly (but in no event more than five 
(5) days after the occurrence of each such event or matter) give written 
notice to Bank in reasonable detail of:  (a) the occurrence of any Event of 
Default, or any condition, event or act which with the giving of notice or 
the passage of time or both would constitute an Event of Default; (b) any 
change in the name or the organizational structure of Borrower; (c) the 
occurrence and nature of any Reportable Event or Prohibited Transaction, each 
as defined in ERISA, or any funding deficiency with respect to any Plan; or 
(d) any termination or cancellation of any insurance policy which Borrower is 
required to maintain, or any uninsured or partially uninsured loss through 
liability or property damage, or through fire, theft or any other cause 
affecting Borrower's property in excess of an aggregate of $50,000.00.

     SECTION 4.11.  YEAR 2000 COMPLIANCE.  Perform all acts reasonably 
necessary to ensure that (a) Borrower and any business in which Borrower 
holds a substantial interest, and (b) all customers, suppliers and vendors 
that are material to Borrower's business, become Year 2000 Compliant in a 
timely manner. Such acts shall include, without limitation, performing a 
comprehensive review and assessment of all of Borrower's systems and adopting 
a detailed plan, with itemized budget, for the remediation, monitoring and 
testing of such systems. As used herein, "Year 2000 Compliant" shall mean, in 
regard to any entity, that all software, hardware, firmware, equipment, goods 
or systems utilized by or material to the business operations or financial 
condition of such entity, will properly perform date sensitive functions 
before, during and after the year 2000.  Borrower shall, immediately upon 
request, provide to Bank such certifications or other evidence of Borrower's 
compliance with the terms hereof as Bank may from time to time require.

                                       -14-

<PAGE>

                                      ARTICLE V
                                  NEGATIVE COVENANTS

     Borrower further covenants that so long as Bank remains committed to 
extend credit to Borrower pursuant hereto, or any liabilities (whether direct 
or contingent, liquidated or unliquidated) of Borrower to Bank under any of 
the Loan Documents remain outstanding, and until payment in full of all 
obligations of Borrower subject hereto, Borrower will not without Bank's 
prior written consent:

     SECTION 5.1.   USE OF FUNDS.  Use any of the proceeds of any of the 
Credits except for the purposes stated in Article I hereof.

     SECTION 5.2.   CAPITAL EXPENDITURES.  Make any additional investment in 
fixed assets in any fiscal year in excess of an aggregate of $2,000,000.00.

     SECTION 5.3.   LEASE EXPENDITURES.  Incur operating lease expense in any 
fiscal year in excess of an aggregate of $200.000.00.

     SECTION 5.4.   OTHER INDEBTEDNESS.  Create, incur, assume or permit to 
exist any indebtedness or liabilities resulting from borrowings, loans or 
advances, whether secured or unsecured, matured or unmatured, liquidated or 
unliquidated, joint or several, except (a) the liabilities of Borrower to 
Bank, and (b) any other liabilities of Borrower existing as of, and disclosed 
to Bank prior to, the date hereof.

     SECTION 5.5.   MERGER, CONSOLIDATION, TRANSFER OF ASSETS.  Merge into or 
consolidate with any other entity; make any substantial change in the nature 
of Borrower's business as conducted as of the date hereof; acquire all or 
substantially all of the assets of any other entity; nor sell, lease, 
transfer or otherwise dispose of all or a substantial or material portion of 
Borrower's assets except in the ordinary course of its business.

     SECTION 5.6.   GUARANTIES.  Guarantee or become liable in any way as 
surety, endorser (other than as endorser of negotiable instruments for 
deposit or collection in the ordinary course of business), accommodation 
endorser or otherwise for, nor pledge or hypothecate any assets of Borrower 
as security for, any liabilities or obligations of any other person or 
entity, except any of the foregoing in favor of Bank.

     SECTION 5.7.   LOANS, ADVANCES, INVESTMENTS.  Make any loans or advances 
to or investments in any person or entity, except any of the foregoing 
existing as of, and disclosed to Bank prior to, the date hereof.

                                       -15-

<PAGE>

     SECTION 5.8.   DIVIDENDS, DISTRIBUTIONS.  Declare or pay any dividend or 
distribution either in cash, stock or any other property on Borrower's stock 
now or hereafter outstanding, nor redeem, retire, repurchase or otherwise 
acquire any shares of any class of Borrower's stock now or hereafter 
outstanding.

     SECTION 5.9.   PLEDGE OF ASSETS.  Mortgage, pledge, grant or permit to 
exist a security interest in, or lien upon, all or any portion of Borrower's 
assets now owned or hereafter acquired, except any of the foregoing in favor 
of Bank or which is existing as of, and disclosed to Bank in writing prior 
to, the date hereof.

                                      ARTICLE VI
                                  EVENTS OF DEFAULT

     SECTION 6.1.   The occurrence of any of the following shall constitute 
an "Event of Default" under this Agreement:

     (a)  Borrower shall fail to pay when due any principal, interest, fees 
or other amounts payable under any of the Loan Documents.

     (b)  Any financial statement or certificate furnished to Bank in 
connection with, or any representation or warranty made by Borrower or any 
other party under this Agreement or any other Loan Document shall prove to be 
incorrect, false or misleading in any material respect when furnished or made.

     (c)  Any default in the performance of or compliance with any 
obligation, agreement or other provision contained herein or in any other 
Loan Document (other than those referred to in subsections (a) and (b) 
above), and with respect to any such default which by its nature can be 
cured, such default shall continue for a period of twenty (20) days from its 
occurrence.

     (d)  Any default in the payment or performance of any obligation, or any 
defined event of default, under the terms of any contract or instrument 
(other than any of the Loan Documents) pursuant to which Borrower has 
incurred any debt or other liability to any person or entity, including Bank.

     (e)  The filing of a notice of judgment lien against Borrower; or the 
recording of any abstract of judgment against Borrower in any county in which 
Borrower has an interest in real property; or the service of a notice of levy 
and/or of a writ of attachment or execution, or other like process, against 
the assets of Borrower; or the entry of a judgment against Borrower.

     (f)  Borrower shall become insolvent, or shall suffer or consent to or 
apply for the appointment of a receiver, trustee, custodian or liquidator of 
itself or any of its property, or

                                       -16-

<PAGE>

shall generally fail to pay its debts as they become due, or shall make a 
general assignment for the benefit of creditors; Borrower shall file a 
voluntary petition in bankruptcy, or seeking reorganization, in order to 
effect a plan or other arrangement with creditors or any other relief under 
the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or 
recodified from time to time ("Bankruptcy Code"), or under any state or 
federal law granting relief to debtors, whether now or hereafter in effect; 
or any involuntary petition or proceeding pursuant to the Bankruptcy Code or 
any other applicable state or federal law relating to bankruptcy, 
reorganization or other relief for debtors is filed or commenced against 
Borrower, or Borrower shall file an answer admitting the jurisdiction of the 
court and the material allegations of any involuntary petition; or Borrower 
shall be adjudicated a bankrupt, or an order for relief shall be entered 
against Borrower by any court of competent jurisdiction under the Bankruptcy 
Code or any other applicable state or federal law relating to bankruptcy, 
reorganization or other relief for debtors.

     (g)  There shall exist or occur any event or condition which Bank in 
good faith believes impairs, or is substantially likely to impair, the 
prospect of payment or performance by Borrower of its obligations under any 
of the Loan Documents.

     (h)  The death or incapacity of Borrower.  The dissolution or 
liquidation of Borrower; or Borrower, or any of its directors, stockholders 
or members, shall take action seeking to effect the dissolution or 
liquidation of Borrower.

     (i)  Any change in ownership during the term of this Agreement of an 
aggregate of twenty-five percent (25%) or more of the common stock of 
Borrower.

     (j)  The sale, transfer, hypothecation, assignment or encumbrance, 
whether voluntary, involuntary or by operation of law, without Bank's prior 
written consent, of all or any part of or interest in any real property 
collateral required hereby.

     SECTION 6.2.   REMEDIES.  Upon the occurrence of any Event of Default: 
(a) all indebtedness of Borrower under each of the Loan Documents, any term 
thereof to the contrary notwithstanding, shall at Bank's option and without 
notice become immediately due and payable without presentment, demand, 
protest or notice of dishonor, all of which are hereby expressly waived by 
each Borrower; (b) the obligation, if any, of Bank to extend any further 
credit under any of the Loan Documents shall immediately cease and terminate; 
and (c) Bank shall have all rights, powers and remedies available under each 
of the Loan Documents, or accorded by law, including without limitation the 
right to resort to any or all security for any of the Credits and to exercise 
any or all of the rights of a beneficiary or secured party pursuant 

                                       -17-

<PAGE>

to applicable law.  All rights, powers and remedies of Bank may be exercised 
at any time by Bank and from time to time after the occurrence of an Event of 
Default, are cumulative and not exclusive, and shall be in addition to any 
other rights, powers or remedies provided by law or equity.

                                     ARTICLE VII
                                    MISCELLANEOUS

     SECTION 7.1.   NO WAIVER.  No delay, failure or discontinuance of Bank 
in exercising any right, power or remedy under any of the Loan Documents 
shall affect or operate as a waiver of such right, power or remedy; nor shall 
any single or partial exercise of any such right, power or remedy preclude, 
waive or otherwise affect any other or further exercise thereof or the 
exercise of any other right, power or remedy.  Any waiver, permit, consent or 
approval of any kind by Bank of any breach of or default under any of the 
Loan Documents must be in writing and shall be effective only to the extent 
set forth in such writing.

     SECTION 7.2.   NOTICES.  All notices, requests and demands which any 
party is required or may desire to give to any other party under any 
provision of this Agreement must be in writing delivered to each party at the 
following address:

     BORROWER:  ROTONICS MANUFACTURING INC.
                17022 South Figueroa Street
                Gardena, CA 90248


     BANK:      WELLS FARGO BANK, NATIONAL ASSOCIATION
                South Bay Regional Commercial Banking Office
                111 W. Ocean Blvd., Suite 300
                Long Beach, CA 90802

or to such other address as any party may designate by written notice to all 
other parties.  Each such notice, request and demand shall be deemed given or 
made as follows:  (a) if sent by hand delivery, upon delivery; (b) if sent by 
mail, upon the earlier of the date of receipt or three (3) days after deposit 
in the U.S. mail, first class and postage prepaid; and (c) if sent by 
telecopy, upon receipt.

     SECTION 7.3.   COSTS, EXPENSES AND ATTORNEYS' FEES.  Borrower shall pay 
to Bank immediately upon demand the full amount of all payments, advances, 
charges, costs and expenses, including reasonable attorneys' fees (to include 
outside counsel fees and all allocated costs of Bank's in-house counsel), 
expended or incurred by Bank in connection with (a) the negotiation and 
preparation of this Agreement and the other Loan Documents, Bank's continued 
administration hereof and thereof, and the preparation of any amendments and 
waivers hereto and

                                       -18-

<PAGE>

thereto, (b) the enforcement of Bank's rights and/or the collection of any 
amounts which become due to Bank under any of the Loan Documents, and (c) the 
prosecution or defense of any action in any way related to any of the Loan 
Documents, including without limitation, any action for declaratory relief, 
whether incurred at the trial or appellate level, in an arbitration 
proceeding or otherwise, and including any of the foregoing incurred in 
connection with any bankruptcy proceeding (including without limitation, any 
adversary proceeding, contested matter or motion brought by Bank or any other 
person) relating to any Borrower or any other person or entity.

     SECTION 7.4.   SUCCESSORS, ASSIGNMENT.  This Agreement shall be binding 
upon and inure to the benefit of the heirs, executors, administrators, legal 
representatives, successors and assigns of the parties; provided however, 
that Borrower may not assign or transfer its interest hereunder without 
Bank's prior written consent.  Bank reserves the right to sell, assign, 
transfer, negotiate or grant participations in all or any part of, or any 
interest in, Bank's rights and benefits under each of the Loan Documents.  In 
connection therewith, Bank may disclose all documents and information which 
Bank now has or may hereafter acquire relating to any of the Credits, 
Borrower or its business, or any collateral required hereunder.

     SECTION 7.5.   ENTIRE AGREEMENT; AMENDMENT.  This Agreement and the 
other Loan Documents constitute the entire agreement between Borrower and 
Bank with respect to the Credits and supersede all prior negotiations, 
communications, discussions and correspondence concerning the subject matter 
hereof.  This Agreement may be amended or modified only in writing signed by 
each party hereto.

     SECTION 7.6.   NO THIRD PARTY BENEFICIARIES.  This Agreement is made and 
entered into for the sole protection and benefit of the parties hereto and 
their respective permitted successors and assigns, and no other person or 
entity shall be a third party beneficiary of, or have any direct or indirect 
cause of action or claim in connection with, this Agreement or any other of 
the Loan Documents to which it is not a party.

     SECTION 7.7.   TIME.  Time is of the essence of each and every provision 
of this Agreement and each other of the Loan Documents.

     SECTION 7.8.   SEVERABILITY OF PROVISIONS.  If any provision of this 
Agreement shall be prohibited by or invalid under applicable law, such 
provision shall be ineffective only to the extent of such prohibition or 
invalidity without invalidating the remainder of such provision or any 
remaining provisions of this Agreement.

                                       -19-

<PAGE>

     SECTION 7.9.   COUNTERPARTS.  This Agreement may be executed in any 
number of counterparts, each of which when executed and delivered shall be 
deemed to be an original, and all of which when taken together shall 
constitute one and the same Agreement.

     SECTION 7.10.  GOVERNING LAW.  This Agreement shall be governed by and 
construed in accordance with the laws of the State of California.

     SECTION 7.11.  ARBITRATION.

     (a)  ARBITRATION.  Upon the demand of any party, any Dispute shall be 
resolved by binding arbitration (except as set forth in (e) below) in 
accordance with the terms of this Agreement.  A "Dispute" shall mean any 
action, dispute, claim or controversy of any kind, whether in contract or 
tort, statutory or common law, legal or equitable, now existing or hereafter 
arising under or in connection with, or in any way pertaining to, any of the 
Loan Documents, or any past, present or future extensions of credit and other 
activities, transactions or obligations of any kind related directly or 
indirectly to any of the Loan Documents, including without limitation, any of 
the foregoing arising in connection with the exercise of any self-help, 
ancillary or other remedies pursuant to any of the Loan Documents.  Any party 
may by summary proceedings bring an action in court to compel arbitration of 
a Dispute.  Any party who fails or refuses to submit to arbitration following 
a lawful demand by any other party shall bear all costs and expenses incurred 
by such other party in compelling arbitration of any Dispute.

     (b)  GOVERNING RULES.  Arbitration proceedings shall be administered by 
the American Arbitration Association ("AAA") or such other administrator as 
the parties shall mutually agree upon in accordance with the AAA Commercial 
Arbitration Rules.  All Disputes submitted to arbitration shall be resolved 
in accordance with the Federal Arbitration Act (Title 9 of the United States 
Code), notwithstanding any conflicting choice of law provision in any of the 
Loan Documents.  The arbitration shall be conducted at a location in 
California selected by the AAA or other administrator.  If there is any 
inconsistency between the terms hereof and any such rules, the terms and 
procedures set forth herein shall control.  All statutes of limitation 
applicable to any Dispute shall apply to any arbitration proceeding.  All 
discovery activities shall be expressly limited to matters directly relevant 
to the Dispute being arbitrated. Judgment upon any award rendered in an 
arbitration may be entered in any court having jurisdiction; provided 
however, that nothing contained herein shall be deemed to be a waiver by any 
party that is a bank of the protections afforded to it under 12 U.S.C. 
Section 91 or any similar applicable state law.

                                       -20-

<PAGE>

     (c)   NO WAIVER; PROVISIONAL REMEDIES, SELF-HELP AND FORECLOSURE.  No 
provision hereof shall limit the right of any party to exercise self-help 
remedies such as setoff, foreclosure against or sale of any real or personal 
property collateral or security, or to obtain provisional or ancillary 
remedies, including without limitation injunctive relief, sequestration, 
attachment, garnishment or the appointment of a receiver, from a court of 
competent jurisdiction before, after or during the pendency of any 
arbitration or other proceeding.  The exercise of any such remedy shall not 
waive the right of any party to compel arbitration or reference hereunder.

     (d)  ARBITRATOR QUALIFICATIONS AND POWERS; AWARDS.  Arbitrators must be 
active members of the California State Bar or retired judges of the state or 
federal judiciary of California, with expertise in the substantive laws 
applicable to the subject matter of the Dispute.  Arbitrators are empowered 
to resolve Disputes by summary rulings in response to motions filed prior to 
the final arbitration hearing.  Arbitrators (i) shall resolve all Disputes in 
accordance with the substantive law of the state of California, (ii) may 
grant any remedy or relief that a court of the state of California could 
order or grant within the scope hereof and such ancillary relief as is 
necessary to make effective any award, and (iii) shall have the power to 
award recovery of all costs and fees, to impose sanctions and to take such 
other actions as they deem necessary to the same extent a judge could 
pursuant to the Federal Rules of Civil Procedure, the California Rules of 
Civil Procedure or other applicable law.  Any Dispute in which the amount in 
controversy is $5,000,000 or less shall be decided by a single arbitrator who 
shall not render an award of greater than $5,000,000 (including damages, 
costs, fees and expenses).  By submission to a single arbitrator, each party 
expressly waives any right or claim to recover more than $5,000,000.  Any 
Dispute in which the amount in controversy exceeds $5,000,000 shall be 
decided by majority vote of a panel of three arbitrators; provided however, 
that all three arbitrators must actively participate in all hearings and 
deliberations.  

     (e)  JUDICIAL REVIEW.  Notwithstanding anything herein to the contrary, 
in any arbitration in which the amount in controversy exceeds $25,000,000, 
the arbitrators shall be required to make specific, written findings of fact 
and conclusions of law.  In such arbitrations (i) the arbitrators shall not 
have the power to make any award which is not supported by substantial 
evidence or which is based on legal error, (ii) an award shall not be binding 
upon the parties unless the findings of fact are supported by substantial 
evidence and the conclusions of law are not erroneous under the substantive 
law of the state of California, and (iii) the parties shall have in addition 
to the grounds referred to in the Federal Arbitration Act for vacating, 
modifying or correcting an award the right to judicial review of (A) whether 
the findings of fact rendered by the

                                       -21-

<PAGE>

arbitrators are supported by substantial evidence, and (B) whether the 
conclusions of law are erroneous under the substantive law of the state of 
California.  Judgment confirming an award in such a proceeding may be entered 
only if a court determines the award is supported by substantial evidence and 
not based on legal error under the substantive law of the state of California.

     (f)  REAL PROPERTY COLLATERAL; JUDICIAL REFERENCE.  Notwithstanding 
anything herein to the contrary, no Dispute shall be submitted to arbitration 
if the Dispute concerns indebtedness secured directly or indirectly, in whole 
or in part, by any real property unless (i) the holder of the mortgage, lien 
or security interest specifically elects in writing to proceed with the 
arbitration, or (ii) all parties to the arbitration waive any rights or 
benefits that might accrue to them by virtue of the single action rule 
statute of California, thereby agreeing that all indebtedness and obligations 
of the parties, and all mortgages, liens and security interests securing such 
indebtedness and obligations, shall remain fully valid and enforceable.  If 
any such Dispute is not submitted to arbitration, the Dispute shall be 
referred to a referee in accordance with California Code of Civil Procedure 
Section 638 et seq., and this general reference agreement is intended to be 
specifically enforceable in accordance with said Section 638.  A referee with 
the qualifications required herein for arbitrators shall be selected pursuant 
to the AAA's selection procedures.  Judgment upon the decision rendered by a 
referee shall be entered in the court in which such proceeding was commenced 
in accordance with California Code of Civil Procedure Sections 644 and 645.

     (g)  MISCELLANEOUS.  To the maximum extent practicable, the AAA, the 
arbitrators and the parties shall take all action required to conclude any 
arbitration proceeding within 180 days of the filing of the Dispute with the 
AAA.  No arbitrator or other party to an arbitration proceeding may disclose 
the existence, content or results thereof, except for disclosures of 
information by a party required in the ordinary course of its business, by 
applicable law or regulation, or to the extent necessary to exercise any 
judicial review rights set forth herein.  If more than one agreement for 
arbitration by or between the parties potentially applies to a Dispute, the 
arbitration provision most directly related to the Loan Documents or the 
subject matter of the Dispute shall control.  This arbitration provision 
shall survive termination, amendment or expiration of any of the Loan 
Documents or any relationship between the parties.

                                       -22-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed as of the day and year first written above.

                                             WELLS FARGO BANK, 
ROTONICS MANUFACTURING INC.                  NATIONAL ASSOCIATION


By:  /s/ SHERMAN MCKINNISS                   By: /s/ MICHAEL KURINIJ
     ---------------------                       -----------------------
     Sherman McKinniss                           Michael Kurinij
     President/Chief                             Assistant Vice President
     Executive Officer


By: /s/ DOUGLAS W. RUSSELL
    ----------------------
    Douglas W. Russell
    Chief Financial Officer/
    Assistant Secretary/
    Treasurer

                                       -23-