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                                 AMENDMENT NO. 1

                                       TO

                                    AGREEMENT

          AMENDMENT NO. 1 dated April 27, 1997 to AGREEMENT made and entered
into the 27th day of January, 1984 (the "Agreement") by and between Hein Werner
Corporation, a Wisconsin corporation (herewith called the "Company") and Joseph
L. Dindorf, President, Chief Executive Officer and a director of the Company
(herewith called "Officer").

          A. The parties have negotiated and reached agreement on certain
amendments to the Agreement.

          B. The parties desire to set forth herein the amendments to the
Agreement. In consideration of the premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

          1. Paragraph 2 of the Agreement is hereby amended so that as amended
Paragraph 2 shall read as follows:

          Payment to the Officer. In the event that there shall be a Change of
          Control of the Company at a time when the Officer shall be an active
          director and employee of the Company, the Officer shall be entitled to
          receive upon such Change of Control of Company the amount of $995,000
          payable immediately in cash upon such Change of Control of the
          Company.

          2. The Agreement is further amended by adding Paragraph 6 to read as
follows:

          Inadvertent Overpayments. The Company and Officer intend that any
          payment made in accordance with Paragraph 2 of this Agreement not
          result in an "excess parachute payment" under Section 280G of the
          Internal Revenue Code of 1986, as amended ("Code") or any successor
          provision of the Code (to the extent that Section 280G or any
          successor provision are applicable to this Agreement). Accordingly,
          and notwithstanding any other provision of this Agreement, if any
          portion of a payment made in accordance with Paragraph 2 of this
          Agreement, when considered in conjunction with any other payment or
          benefit under any other agreement with or plan of the Company or an
          affiliate of the Company (in the aggregate, "Total Payments") is
          conclusively 



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          determined to constitute an "excess parachute payment", then the
          maximum payment to which the Officer is entitled to under this
          Agreement shall be reduced such that the value of the aggregate Total
          Payments that the Officer is entitled to receive shall be One Dollar
          ($1) less than the maximum amount which the Officer could receive
          without becoming subject to the tax imposed by Section 4999 of the
          Code (or any successor provision) or which the Company may pay without
          loss of deduction under Section 280G of the Code (or any successor
          provision). The excess of the Total Payments over the maximum payment
          described in the preceding sentence shall constitute a loan from the
          Company to the Officer to be repaid to the Company with interest,
          compounded semi-annually, at an annual rate equal to 120 percent of
          the applicable Federal short-term rate under Section 1274 of the Code
          as of the date on which the payment under Paragraph 2 of this
          Agreement was made, or such other interest rate as the Internal
          Revenue Service may require with respect to the repayment of
          inadvertent overpayments.

          3. Terms defined in the Agreement are used herein with their defined
meanings. Except as amended hereby the Agreement shall be and remain in full
force and effect.

          IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as
of the day and year first above written.

                                            /s/ JOSEPH L. DINDORF
                                            ------------------------------------
                                            Joseph L. Dindorf ("Officer")

                                            HEIN WERNER CORPORATION ("Company")


                                            By /s/ REINALD D. LIEGEL
                                               ---------------------------------
                                               Senior Vice President



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