CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated February 28, 2007 (this “ Agreement ”), is made by and between ADVANCED FIBERGLASS TECHNOLOGIES, INC., a Wisconsin corporation (the “ Corporation ”), M & W FIBERGLASS, LLC, a Wisconsin limited liability company (the “ LLC ”), JAMIE L. MANCL, an individual resident of the State of Wisconsin, and JENNIFER MANCL, an individual resident of the State of Wisconsin (Jamie L. Mancl and Jennifer Mancl being referred to herein as the “ Individual Borrowers ”) (as used herein the term “ Borrower ” shall mean, the Corporation, the LLC and the Individual Borrowers, individually or collectively, as the context requires), and NEKOOSA PORT EDWARDS STATE BANK, Nekoosa, Wisconsin, as lender and as agent for the financial institutions from time to time parties hereto (the “ Bank ” or the “ Original Purchaser ”).

A.           The City of Wisconsin Rapids, Wisconsin (the “ Issuer ”), will issue its Industrial Development Revenue Bonds, Series 2007A, 2007B and 2007C (Advanced Fiberglass Technologies Project) in the aggregate principal amount of Four Million Dollars ($4,000,000) (the “ Bonds ”), pursuant to a Bond Agreement dated as of February 28, 2007 (the “ Bond Agreement ”), by and among the Issuer, the Borrower, Nekoosa Port Edwards State Bank, as trustee (the “ Trustee ”) and the Original Purchaser (the “ Bond Agreement ”).

B.           The proceeds derived from the issuance of the Bonds will be loaned to the Borrowers pursuant to the Bond Agreement, and used for (i) the construction of an approximately 70,000 square foot manufacturing facility to be located at 4400 Commerce Drive in the City of Wisconsin Rapids, Wisconsin (the “ Facility ”) to be owned by the LLC and leased to the Corporation and use in connection with the Corporation’s manufacturing business; and (ii) the acquisition and installation of equipment at the Facility (collectively (i) and (ii) are referred to herein as the “ Project ”).

C.           To provide the funds to be loaned to the Borrowers for payment of the costs of the Project, the Issuer has contracted for the sale of the Bonds to the Bank, and the Bank has agreed to purchase such Bonds in reliance on Borrowers’ agreeing to the terms and conditions set forth herein.

NOW, THEREFORE in consideration of the premises and the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.01     Defined Terms .  As used herein, the following terms shall have the following meanings:

“ Agreement ” shall mean this Credit Agreement, as amended, restated, supplemented, modified or extended from time to time.

“ Appraised Value ” shall have the meaning set forth in Section 4.10.

“ Bank ” shall mean Nekoosa Port Edwards State Bank, a Wisconsin banking corporation, and its successors and assigns.

“ Bond Agreement ” shall mean the Bond Agreement dated as of February 28, 2007, by and among the Issuer, the Trustee, the Borrower and the Bank pursuant to which the Bonds shall be issued.

“ Bond Documents ” shall mean the Bonds, the Bond Agreement, the Promissory Note and all instruments, and other agreements executed by the Borrower in connection with the Bonds.

“ Bond Proceeds ” the proceeds of the sale of the Bonds such amount not to exceed $4,000,000 as may be advanced by the Original Purchaser under the Bond Agreement.

“ Bond Rate ” shall mean the then-applicable interest rate on the Bonds.

“ Bond Year ” shall mean, commencing with the Closing Date, each year ending on February 28 or February 29 (as applicable).

“ Bonds ” shall mean the Issuer’s Industrial Development Revenue Bonds, Series 2007A, Series 2007B and Series 2007C (Advanced Fiberglass Technologies Project) issued on the Closing Date, in the aggregate principal amount of Four Million Dollars ($4,000,000).

“ Borrower ” shall mean individually or collectively, as the context requires, the Corporation, the LLC, and the Individual Borrowers.

“ Business Day ” shall mean a day other than a Saturday, Sunday or other day on which banks are required or authorized to remain closed in the city in which the Bank’s Principal Office is located.

“ Closing Date ” shall mean February 28, 2007.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended and recodified from time to time.

“ Collateral ” shall mean all of the rights, interest and Property of Borrower granted to the Bank as collateral hereunder or to the Trustee as collateral under the Bond Documents and under the Related Documents, and all other rights, interests and Property from time to time granted to the Bank as collateral for the payment and performance of the Obligations.

“ Collateral Assignment of Construction Contracts ” shall mean the Collateral Assignment of Construction Contracts dated February 28, 2007 by Borrower in favor of the Trustee and the Bank, as amended, restated, supplemented, modified or extended from time to time.

“ Collateral Assignment of Life Insurance ” shall mean the Collateral Assignment of Life Insurance dated February 28, 2007 by Borrower in favor of the Trustee and the Bank, as amended, restated, supplemented, modified or extended from time to time.

“ Corporation ” shall mean Advanced Fiberglass Technologies, Inc., a Wisconsin corporation.

“ Debt Service Coverage Ratio ” of any entity or entities on any date shall mean the ratio of (i) EBITDAR for the 12-month period ending on the measurement date to (ii) interest expenses plus principal payments coming due during the 12-month period beginning on the day after the measurement date.

“ Default ” shall mean an event which with the giving of notice or the passage of time or both would constitute an Event of Default.

“ Default Rate ” shall mean a rate equal to the Bond Rate plus 3%, per annum.

“ Disbursing Agreement ” shall mean the Disbursing Agreement dated as of February 28, 2007, among the Borrower, the Bank, the Trustee and the Title Company, as amended, restated, extended, supplemented or otherwise modified from time to time.

“ EBITDAR ” means earnings before interest, taxes, depreciation, amortization and rent expense.

“ Employer Plan ” shall mean any pension or welfare benefit plan of Borrower.

“ Environmental Law” or “Environmental Laws ” shall mean any local, state or federal law or other statute, law, ordinance, rule, code, regulation, decree or order governing, regulating or imposing liability or standards of conduct concerning the use, treatment, generation, storage, disposal or other handling or release of any hazardous substance, including without limitation, any pollutant, contaminant, waste or toxic or hazardous chemicals, wastes or substances, including, without limitation, asbestos, urea formaldehyde insulation, petroleum, PCBs, air pollutants, water pollutants, and other substances defined as hazardous substances or toxic substances in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9061 et seq., Hazardous Materials Transportation Act, 49 U.S.C. § 1802, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. § 2601 et seq., the Solid Waste Disposal Act, 42 U.S.C. § 3251 et seq., the Clean Air Act, 42 U.S.C. § 1857 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., Chapters 254, 281, 283, 285, 287, 289, 291, 292, 293, 295 and 299 of the Wisconsin Statutes, or any other statute, rule, regulation or order of any Government Authority having jurisdiction over the control of such wastes or substances, including without limitation the United States Environmental Protection Agency, the United States Nuclear Regulatory Commission, and the State of Wisconsin.

“ Event of Default ” shall have the meaning assigned in Section 7.01 hereof.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor statute, together with the regulations and published interpretations thereunder, in each case as in effect from time to time.

“ GAAP ” shall mean those generally accepted accounting principles and practices which are recognized as such by the American Institute of Certified Public Accountants acting through appropriate boards or committees thereof and which are consistently applied for all periods so as to properly reflect the financial condition, results of operations and cash flows of the Borrower.

“ Government Authority ” shall mean any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled through stock or capital ownership or otherwise, by any of the foregoing.

“ Guarantor ” shall mean Fiberglass Piping & Fitting Company, a Wisconsin corporation.

“ Guaranty ” shall mean that certain Guaranty dated as of February 28, 2007 given by Guarantor in favor of the Trustee and the Bank.

“ Indebtedness ” shall mean all liabilities or obligations of Borrower, whether primary or secondary or absolute or contingent or secured or unsecured:  (a) for borrowed money or for the deferred purchase price of property or services (excluding trade obligations incurred in the ordinary course of business, which are not the result of any borrowing); (b) as lessee under leases that have been or should be capitalized according to GAAP consistently applied; (c) evidenced by notes, bonds, debentures or similar obligations; (d) under any guaranty or endorsement (other than in connection with the deposit and collection of checks in the ordinary course of business), and other contingent obligations to purchase, provide funds for payment, supply funds to invest in any Person, or otherwise assure a creditor against loss; or (e) secured by any Liens on assets of Borrower, whether or not the obligations secured have been assumed by Borrower.

“ Individual Borrowers ” shall mean Jamie Mancl and Jennifer Mancl, each an individual resident of the State of Wisconsin.

“ Interest Payment Date ” shall mean each date on which a payment of interest is due on the Bonds pursuant to Section 2.02 of the Bond Agreement.

“ Issuer ” shall mean the City of Wisconsin Rapids, a political subdivision of the State of Wisconsin.

“ Lien” or “Liens ” shall mean any mortgage, pledge, assignment, deposit, encumbrance, lien (statutory or other), deed of trust, security interest, or security agreement of kind or nature whatsoever including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction.

“ LLC ” shall mean M & W Fiberglass, LLC, a Wisconsin limited liability company.

“ Loan ” shall mean the loan by the Issuer to the Borrower of the Bond Proceeds.

“ Material Adverse Effect ” shall mean (a) an Event of Default, (b) a material adverse change in the business, property, prospects, operations or condition (financial or otherwise) of the Borrower, (c) the termination of any material agreement to which the Borrower is a party which has a material adverse effect on the operations or condition of the Borrower, (d) any material impairment of the right to carry on the business as now or proposed to be conducted by the Borrower, or (e) any material impairment of the ability of the Borrower to perform the Obligations under this Agreement or the Related Documents. A Material Adverse Effect shall be deemed to have occurred if the cumulative effect of an individual event and all other then existing events would result in a Material Adverse Effect.

 “ Mortgage ” shall mean that certain Construction Mortgage and Assignment of Leases and Rents dated as of February 28, 2007 and executed pursuant to the requirements hereof by Borrower in favor of the Trustee and the Bank which, among other things, grants to the Trustee and the Bank a mortgage on the Project Real Property, as amended, restated, supplemented, modified, or extended from time to time.

“ Net Income ” shall mean for any period, the net earnings of a Person as determined according to GAAP consistently applied, excluding the effect of (a) gains from a write up of assets, (b) gains from the acquisition of any securities, (c) gains resulting from the sale of any investments or capital assets, (d) amortization of any deferred credit arising from the acquisition of any Person, and (e) proceeds of any life insurance payable to such Person.

“ Obligations ” shall mean the obligation to make payments on the Promissory Note, and all mandatory prepayments, all costs, fees and expenses, all liabilities of Borrower under the Bond Documents, all liabilities of Borrower to the Bank, and all other Indebtedness of Borrower to the Bank, whether or not evidenced by this Agreement, including, without limitation, all liabilities under interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements designed to protect against fluctuations in interest rates or currency exchange rates.

“ Outstanding Bonds ” shall mean, at any date, the aggregate principal amount of the Bonds on such date.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“ Participants ” shall have the meaning in Section 8.14.

“ Payment Date ” shall mean monthly on the 28 ^th day of each month commencing March 28, 2007.

“ Permitted Liens ” shall mean, as to any Person: (a) Liens for taxes, assessments, or governmental charges, carriers’, warehousemen’s, repairmen’s, mechanics’, materialmen’s and other like Liens created by law, which are either not delinquent or are being contested in good faith by appropriate proceedings which will prevent foreclosure of such Liens, and against which adequate cash reserves have been provided; (b) easements, restrictions, minor title irregularities and similar matters which have no material adverse effect upon the ownership and use of the affected Property; (c) Liens or deposits in connection with worker’s compensation,

unemployment insurance, social security or other insurance or to secure customs duties, public or statutory obligations in lieu of surety, stay or appeal bonds, or to secure performance of contracts or bids, other than contracts for the payment of money borrowed, or deposits required by law as a condition to the transaction of business or other Liens or deposits of a like nature made in the ordinary course of business; (d) Liens in favor of the Bank; and (e) Liens created by sellers of goods sold to such Person on open account, which Liens attach solely to the goods sold and secure solely the purchase price of said goods during the period during which said goods are in the possession of such Person on a trial or “approval” basis and before which the purchase price for said goods becomes due and payable.

“ Person ” shall mean an individual, partnership, corporation, firm, enterprise, business trust, joint stock company, trust, limited liability company, limited liability partnership unincorporated association, joint venture, Government Authority or other entity of whatever nature.

“ Project ” shall have the meaning assigned in Recital B.

“ Project Lease ” shall mean that certain Lease Agreement executed pursuant to the requirements hereof by and between the LLC, as lessor, and the Corporation, as lessee, pursuant to which Borrower leases the Project Real Estate to the Corporation, as amended, restated, extended, supplemented or otherwise modified from time to time.

“ Project Real Property ” shall mean the real property (including improvements and accessions thereto) described on Schedule 1.01(a) attached hereto.

“ Property ” shall mean any interest of a Person in property or assets, whether real, personal, mixed, tangible or intangible, wherever located, and whether now owned or subsequently acquired or arising and in the products, proceeds, additions and accessions thereof or thereto.

“ Promissory Note ” shall mean the Promissory Notes dated as of February 28, 2007 in the principal amounts of $3,000,000 (the “ Series A Note ”), $500,000 (the “ Series B Note ”), and $500,000 (the “ Series C Note ”), made by Borrower in favor of the Issuer and assigned to the Bank, as original purchaser of the Bonds.

“ Related Documents ” shall mean this Agreement, the Disbursing Agreement, the Mortgage, the Security Agreement, the Collateral Assignment of Construction Contracts, the Collateral Assignment of Life Insurance and all other certificates, resolutions, or other documents required or contemplated hereunder.

“ Requirements of Law ” shall mean, as to any matter, Property or Person, the articles of incorporation or organization and bylaws or operating agreement or other organizational or governing documents of such Person, and any law (including, without limitation, any zoning and Environmental Law), ordinance, treaty, rule, regulation, order, decree, determination or other requirement having the force of law relating to such matter or Person and, where applicable, any interpretation thereof by any Government Authority. !

“ Restricted Payments ” shall mean, as to any Person, (a) dividends, distributions, or other payments by such Person based upon an ownership interest in said entity, or (b) purchases, redemptions or other acquisitions, direct or indirect, by such Person of an ownership interest in said entity, whether now or hereafter outstanding.

“ Security Agreement ” shall mean the Security Agreement dated February 28, 2007, among the Borrower, the Trustee and the Bank, all as amended, restated, supplemented, extended or otherwise modified from time to time.

“ Subsidiary ” shall mean, as to any Person, a corporation of which shares of stock having voting power (other than stock having such power only by reason of the happening of a contingency that has not occurred) sufficient to elect a majority of the board of directors or other managers of such corporation are at the time owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

“ Tangible Net Worth ” shall mean (1) the total of all of Corporation’s assets, excluding any noncompetition agreements, capitalized acquisition costs, goodwill and other intangibles, minus (2) the aggregate of all Corporation’s liabilities and reserves of every kind and character, all determined in accordance with generally accepted accounting principles consistent with those followed in preparation of the financial statements described in Section 5.03 hereof.

“ Title Company ” shall mean Goetz Abstract & Title, Inc., as agent for Chicago Title Insurance Company, 132 1 ^st Street North, Wisconsin Rapids, WI  54494, and its successors and assigns.

“ Trustee ” shall mean any trustee under the Bond Agreement from time to time, initially Nekoosa Port Edwards State Bank.

“ UCC ” shall mean the Uniform Commercial Code of the State of Wisconsin, as amended from time to time.

funds on the last Business Day of each month the exact amount of interest and principal payable on each Payment Date in accordance with the Promissory Note and those provisions of Article IV of the Bond Agreement.  This section shall be construed so that the Borrower’s obligation, pursuant to this section, shall never be more than to have on deposit in the Bond Fund on any Payment Date the exact amount of principal and interest due on the Bonds on that Payment Date (except for the amount of additional payments required by Section 4.07 of the Bond Agreement, amounts necessary to provide for the mandatory redemption of Bonds at the time and in the manner provided in the Bond Agreement, including upon acceleration of the Loan pursuant to Section 9.03 of the Bond Agreement).  In the event that the Borrower should fail to make any of the payments required in this subsection, the item so in default shall continue as an obligation of the Borrower until the amount in default shall have been fully paid, and the Borrower agrees to pay such amount with interest thereon (including, to the extent permitted by law, interest on the overdue installments of interest) at the Default Rate.

(a)   subjects the Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding net income taxes and franchise taxes or any other tax based upon income imposed upon the Bank by the jurisdiction in which the Bank is incorporated or has its principal place of business), or changes the basis of taxation of principal, interest, fees or any other payments to the Bank in respect of this Agreement or any other Related Agreement, or

(b)   imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Bank, or

(c)   imposes any other condition the result of which is to increase the cost to the Bank of holding and owning the Bonds and the extensions of credit and accommodations contemplated by this Agreement or any Related Document, or reduces any amount receivable by the Bank in connection therewith, or requires the Bank to make any payment calculated by reference to the Outstanding Bonds, or amounts received by the Bank, by an amount deemed material by the Bank, then, within ten (10) days of demand by the Bank, the Borrower agrees that they shall pay the Bank that portion of such increased expense incurred or resulting in an amount received which the Bank determines is attributable to receiving any such payment or holding or owning the Outstanding Bonds.

In order to induce the Bank to purchase the Bonds as provided herein, Borrower represents and warrants to the Bank that all of the matters set forth (or incorporated by reference) in the Bond Agreement are true and correct, and further represents and warrants to the Bank as follows:

of a material fact necessary to make the statements herein or therein not misleading.  There is no fact known to any Borrower which is not set forth in this Agreement, the Related Documents, the Bond Documents or other documents, certificates, forecasts, or statements furnished to the Bank by or on behalf of any Borrower in connection with the transactions contemplated hereby which will, or which in the future may (so far as any Borrower can reasonably foresee), cause a Material Adverse Effect.