FIRST AMENDMENT TO CREDIT AGREEMENT


             THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 16,
   1998, amends and supplements that certain Credit Agreement dated as of
   April 30, 1998 (as so amended, the "Credit Agreement") among BANDO
   MCGLOCKLIN CAPITAL CORPORATION, a Wisconsin corporation (the "Company")
   and FIRSTAR BANK MILWAUKEE, N.A. (the "Bank").

                                     RECITAL

             The Company and the Bank desire to amend the Credit Agreement as
   provided below.

                                   AGREEMENTS

             In consideration of the promises and agreements set forth in the
   Credit Agreement, as amended hereby, the Bank and the Company agree as
   follows:

             1.   Definitions and References.  Capitalized terms not
   otherwise defined herein have the meanings assigned to them in the Credit
   Agreement.  All references to the Credit Agreement contained in the Loan
   Documents shall, upon fulfillment of the conditions set forth in section 3
   below, mean the Credit Agreement as amended by this First Amendment.

             2.   Amendments to Credit Agreement.  The Credit Agreement is
   amended as follows:

                  (a)  Section 6.1 is amended by deleting the word "and" at
   the end of subsection (h) thereof, substituting a ";" in its place,
   deleting the "." at the end of subsection (i) thereof, and inserting a new
   subsections (j) and (k) to read as follows:

             ; (j) Indebtedness relating to Guaranties permitted under
             section 6.2 hereof; and (k) Indebtedness of BMSBLC permitted
             under the Credit Agreement referred to in section 6.2(c) below.

                  (b)  Section 6.2 is amended by deleting the word "and" at
   the end of subsection (c) thereof, substituting a "," in its place,
   deleting the "." at the end of subsection (d) thereof, and inserting a new
   subsection (e) to read as follows:

             , and (e) unsecured Guaranties in favor of State of Wisconsin
             Investment Board ("SWIB") relating to indebtedness of BMSBLC
             owing to SWIB.

             3.   Effectiveness of First Amendment.  This First Amendment
   shall become effective upon its execution and delivery by the Company and
   the Bank, and receipt by the Bank of all other agreements, documents and
   instruments reasonably requested by the Bank.

             4.   Representations and Warranties.  The Company represents and
   warrants to the Bank that:

                  (a)  The execution and delivery of this First Amendment,
   and the performance by the Company of its obligations hereunder, are
   within its corporate power, have been duly authorized by proper corporate
   action on the part of the Company, are not in violation of any existing
   law, rule or regulation of any governmental agency or authority, any order
   or decision of any court, the Articles of Incorporation or By-Laws of the
   Company or the terms of any agreement, restriction or undertaking to which
   the Company is a party or by which it is bound, and do not require the
   approval or consent of the shareholders of the Company, any governmental
   body, agency or authority or any other person or entity; and

                  (b)  The representations and warranties contained in the
   Loan Documents are true and correct in all material respects as of the
   date of this First Amendment except (i) the representations and warranties
   contained in section 3.3 of the Credit Agreement shall apply to the most
   recent financial statements delivered by the Company to the Lenders
   pursuant to sections 5.1 and 5.2 of the Credit Agreement and (ii) for
   changes contemplated or permitted by the Loan Documents and, to the
   Company's knowledge, no condition exists or event or act has occurred
   that, with or without the giving of notice or the passage of time, would
   constitute an Event of Default under the Credit Agreement.

             5.   Costs and Expenses.  The Company agrees to pay to the Bank,
   on demand, all costs and expenses (including reasonable attorneys' fees)
   paid or incurred by the Bank in connection with the negotiation, execution
   and delivery of this First Amendment.

             6.   Full Force and Effect.  The Credit Agreement, as amended
   hereby, remains in full force and effect.

             7.   Counterparts.  This First Amendment may be executed in any
   number of counterparts, all of which taken together shall constitute one
   agreement, and any of parties hereto may execute this First Amendment by
   signing any such counterpart.


                                 BANDO MCGLOCKLIN CAPITAL CORPORATION
                                 BY_____________________________
                                    Its___________________________

                                 FIRSTAR BANK MILWAUKEE, N.A.

                                 BY_____________________________
                                    Its___________________________