8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (date of earliest event reported): October 25, 2001


                                 Sheldahl, Inc.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


       Minnesota                       0-45                   41-0758073
----------------------------        -----------           -------------------
(State or other jurisdiction        (Commission           (I.R.S. Employer of
     incorporation)                 File Number)          Identification No.)


       1150 Sheldahl Road
       Northfield, Minnesota                                       55057
----------------------------------------                        ----------
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code: (507) 663-8000


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Items 1, 2, 3, 4, 6, 8 and 9 are not included.


ITEM 5. OTHER EVENTS

         On October 25, 2001, the Company entered into a Subordinated Notes and
Warrant Purchase Agreement (the "Debt Agreement") with Morgenthaler Partners
VII, L.P. ("Morgenthaler"), Ampersand IV Limited Partnership ("Ampersand") and
Molex Incorporated ("Molex") pursuant to which the Morgenthaler, Ampersand and
Molex extended $7,000,000 in financing to the Company (the "Loan"), on the terms
described below.

Subordinated Notes and Warrant Purchase Agreement.

         Under the terms of the Debt Agreement, Morgenthaler, Ampersand and
Molex (the "Purchasers") purchased an aggregate of $7,000,000 of 17% Senior
Subordinated Notes (the "Notes") ("the "Debt Investment"). Of the $7,000,000
Debt Investment, Morgenthaler purchased $4,600,000 of the Notes and Ampersand
and Molex each purchased $1,200,000 of the Notes. In connection with the Notes,
the Purchasers were issued warrants (the "Warrants") for the purchase of an
aggregate of approximately 3.12 million shares of the Company's common stock.
The Warrants were issued at an exercise price of $.01 per share of common stock
issuable. The Warrants expire on October 25, 2008. Additionally, for each year
in which any portion of the Loan remains outstanding, the Company will issue
additional Warrants to purchase an aggregate of 261,010 shares of the Company's
common stock. These Warrants will be issued to Morgenthaler, Ampersand and Molex
pro rata according to their proportionate share of the Debt Investment.

         Under the terms of the Debt Agreement, interest on the Notes is payable
quarterly at the rate of 17% per annum, beginning January 1, 2002. The Notes are
subordinate to the obligations of the Company to Wells Fargo Bank Minnesota,
N.A. ("Wells Fargo"). Two subsidiaries of the Company, International Flex
Technologies, Inc. and International Flex Holdings, Inc., guaranty the loan. The
Debt Investment is secured by all of the non-real property assets of the Company
and its subsidiaries, International Flex Technologies, Inc. and International
Flex Holdings, Inc.

         The Notes (and all accrued interest) are due and payable October 25,
2006, or earlier upon certain issuances of capital stock or upon the sale of
assets by the Company. Proceeds from the issuance of capital stock or sale of
assets must first be applied to the Credit and Security Agreement by and among
the Company and Wells Fargo, as agent for other senior lenders (the "Credit
Agreement") and the $5,000,000 of indebtedness of the Subordinated Secured Notes
Purchase Agreement of May 23, 2001.

         The Debt Agreement, and Form of Note and Form of Warrant issuable
thereunder, are incorporated herein by reference to Exhibits hereto. The
foregoing description of the Debt Agreement and the Notes does not purport to be
complete and is qualified in its entirety by reference to such Exhibits.




                                       1



Bank Amendment

         In connection with the consummation of the Debt Investment, Wells Fargo
Bank Minnesota, N.A. and the Company executed the Eleventh Amendment to the
Credit Agreement. The Eleventh Amendment to Credit Agreement establishes new
covenants based on minimum EBITDA and allows the Company to sell certain of its
foreign accounts receivable to a third party. In connection with the Eleventh
Amendment to Credit Agreement, the Company extended the term of certain warrants
issued to Wells Fargo. The warrants were originally issued for the purchase of
100,000 shares, but have been adjusted according to anti-dilution formulas. The
warrants will now expire on October 25, 2006 and have an adjusted exercise price
of $0.41 per share.

7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (C) Exhibits

         Exhibit 4.1.      Subordinated Notes and Warrant Purchase Agreement
                           dated October 25, 2001 among Sheldahl, Inc. and the
                           entities listed on Schedule I thereto.

         Exhibit 4.2.      Form of Note to Subordinated Notes and Warrant
                           Purchase Agreement.

         Exhibit 4.3.      Form of Warrant to Subordinated Notes and Warrant
                           Purchase Agreement.

         Exhibit 4.4.      Security Agreement dated October 25, 2001 made by
                           Sheldahl, Inc. and certain subsidiaries listed on
                           Schedule I thereto to Morgenthaler Partners VII,
                           L.P., as Agent.

         Exhibit 4.5.      Eleventh Amendment to Credit and Security Agreement
                           dated October 25, 2001 between the Company and Wells
                           Fargo Bank Minnesota N. A., as Agent.

         Exhibit 99.0.     Press release of October 26, 2001.




                                       2




                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       SHELDAHL, INC.


                                       By: /s/ Peter Duff
                                          --------------------------------------
                                           Peter Duff, Vice President - Finance

Dated: October 30, 2001




                                       3

EX-4.1

                                                                     EXHIBIT 4.1


                SUBORDINATED NOTES AND WARRANT PURCHASE AGREEMENT

         This Subordinated Notes and Warrant Purchase Agreement (this
"Agreement"), dated as of October 25, 2001, among Sheldahl, Inc., a Minnesota
corporation (the "Company), the wholly-owned subsidiaries of the Company listed
on Schedule I attached hereto, as guarantors (individually, a "Guarantor," and
collectively and together with any subsidiary of the Company that becomes a
Guarantor pursuant to Section 6.16, the "Guarantors" and the Guarantors together
with the Company, the "Obligors"), the purchasers listed on Schedule II attached
hereto (sometimes referred to herein as a "Purchaser" and collectively as the
"Purchasers") and Morgenthaler Partners VII, L.P., a Delaware limited
partnership, as agent for the Purchasers (the "Agent").

                              Preliminary Statement

         Subject to the terms and conditions set forth in this Agreement, the
Company desires to issue and sell to the Purchasers and the Purchasers severally
desire to purchase from the Company 17% Subordinated Notes in an aggregate
principal amount of $7,000,000 (the "Notes"). In consideration for the agreement
of the Purchasers to purchase the Notes, the Company desires to issue to the
Purchasers and the Purchasers desire to acquire from the Company warrants (the
"Warrants") to purchase in the aggregate 3,132,096 shares of common stock, par
value $.25 per share, of the Company, all subject to the terms and conditions of
this Agreement.

         Accordingly, the Company and the Purchasers agree as follows:

                                    ARTICLE I

                     ISSUANCE OF THE NOTES AND THE WARRANTS

         1.1 Authorization of Issuance.

                  (a) The Company has authorized the issuance and sale of the
Notes in the aggregate original principal amount of Seven Million and No/100
Dollars ($7,000,000), such Notes to be substantially in the form of Exhibit A
attached hereto.

                  (b) The Company has authorized the issuance and sale of
Warrants to purchase an aggregate of 3,132,096 shares of Common Stock, such
Warrants to be in the form of Exhibit B attached hereto.

                  (c) Each Purchaser shall be entitled to receive the number of
Warrants set forth opposite its name on Schedule II plus any additional Warrants
to be issued pursuant to Section 1.2.

                  (d) The Notes and the Warrants are sometimes collectively
referred to herein as the "Securities." As used herein, the term "Warrant"
refers to a warrant to purchase one share of Common Stock (or such other number
of shares of Common Stock as a result of any







adjustments made pursuant to the anti-dilution provisions of the Warrants) and a
designated number of Warrants refers to warrants to purchase the same number of
shares of Common Stock (or such other number of shares of Common Stock as a
result of any adjustments made pursuant to the anti-dilution provisions of the
Warrants).

         1.2 Additional Warrants. On each anniversary date of the Closing Date
if any portion of the principal amount of the Notes remains outstanding, the
Company shall issue and deliver a Warrant to each Purchaser representing its pro
rata share (based on the initial principal amount of the Notes purchased by the
Purchaser under this Agreement) of 261,010 shares of Common Stock, such Warrants
to be in the form of Exhibit B attached hereto and, when and if issued, deemed
to be "Warrants" hereunder. In no event shall the Company be obligated to issue
additional Warrants hereunder to the extent such additional issuances would
require the Company to obtain shareholder approval thereof pursuant to Rule
4350(i) (or similar or replacement provision) under the rules of the Nasdaq
Stock Market.

         1.3 Purchase Commitments. Each Purchaser agrees to purchase in
accordance with and subject to the terms and conditions hereof Notes in the
aggregate principal amount set forth below such Purchaser's Name on Schedule II
and a corresponding number of Warrants as set forth on Schedule II and
determined in accordance with Section 1.1(c) hereof.

         1.4 The Closing.


                  (a) The closing of the purchase and sale of the Notes and
Warrants (the "Closing") shall take place at the offices of Lindquist & Vennum
P.L.L.P., 4200 IDS Center, 80 South 8th Street, Minneapolis, Minnesota. The date
of the Closing is hereinafter referred to as the "Closing Date."

                  (b) At the Closing:

                           (1) the Company shall deliver or caused to be
                  delivered to each Purchaser (A) Notes in the principal amount
                  set forth below the name of such Purchaser on Schedule II
                  attached hereto, dated the Closing Date and duly executed by
                  the Company, (B) the number of Warrants set forth below the
                  name of such purchaser on Schedule II attached hereto, dated
                  the Closing Date and duly executed by the Company, and (C) all
                  other documents, instruments and writings required to have
                  been delivered at or prior to the Closing by the Company to
                  the Purchasers pursuant to this Agreement, and

                           (2) each Purchaser shall deliver to the Company the
                  purchase price set forth below the name of such Purchaser on
                  Schedule II attached hereto by wire transfer of same day funds
                  to an account designated by the Company in writing two (2)
                  business days before the Closing.

                  (c) The Purchasers' obligation to purchase Securities
hereunder shall be several, not joint, but it shall be a condition to each
Purchasers' obligation to purchase Securities hereunder that all Securities to
be purchased hereunder are purchased simultaneously.



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         1.5 Commitment Fee. The Company shall pay to the Agent for the ratable
benefit of the Purchasers in accordance with their respective commitments as set
forth on Schedule II hereto a commitment fee in the amount of $140,000 (the
"Commitment Fee"). The Commitment Fee shall become fully payable upon the
earlier of the Maturity Date or the date on which the Notes are repaid in full.
ARTICLE II

                             PROVISIONS OF THE NOTES

         2.1 Interest Payments.

                  (a) The Company shall pay interest on the outstanding
principal balance of the Notes at a rate equal to 17% per annum as provided in
the Note. Interest shall be computed on the basis of a 360-day year of twelve
(12) months.

                  (b) Notwithstanding any provision to the contrary contained in
this Agreement or any Loan Document, the Company shall not be required to pay,
and the Purchasers shall not be permitted to contract for, take, reserve, charge
or receive, any compensation that constitutes interest under applicable law in
excess of the maximum amount of interest permitted by law ("Excess Interest").
If any Excess Interest is provided for or determined in a final, non-appealable
judgment by a court of competent jurisdiction or otherwise contracted for,
taken, reserved, charged or received, then in such event: (a) the provisions of
this Section 2.1(b) shall govern and control; (b) the Company shall not be
obligated to pay any Excess Interest; (c) any Excess Interest that any Purchaser
may have contracted for, taken, reserved, charged or received hereunder shall
be, at that Purchaser's option, (i) applied as a credit against the outstanding
principal balance of the Notes held by that Purchaser or accrued and unpaid
interest (not to exceed the maximum amount permitted by law), (ii) refunded to
the payor thereof, or (iii) any combination of the foregoing; (d) the interest
provided for shall be automatically reduced to the maximum lawful rate allowed
from time to time under applicable law (the "Maximum Rate"), and the Loan
Documents shall be deemed to have been, and shall be, reformed and modified to
reflect such reduction; and (e) the Company shall have no action against the
Purchaser for any damages arising due to any Excess Interest. Notwithstanding
the foregoing, if for any period of time interest on any of the Notes is
calculated at the Maximum Rate rather than the applicable rate under this
Agreement, and thereafter such applicable rate becomes less than the Maximum
Rate, the rate of interest payable on that Note shall remain at the Maximum Rate
until the holder of that Note shall have received the amount of interest that
such holder would have received during such period with respect to that Note had
the rate of interest not been limited to the Maximum Rate during such period.
All sums paid or agreed to be paid under the Loan Documents for the use,
forbearance or detention of sums due shall, to the extent permitted by
applicable law, be amortized, pro-rated, allocated and spread throughout the
full term of the Notes until payment in full so that the rate or amounts of
interest on account of the Notes does not exceed the Maximum Rate. The terms of
this Section 2.1(b) shall be deemed incorporated into each of the Loan Documents
and any other document or instrument between the Company and the Purchasers or
directed to the Company by the Purchasers, whether or not specific reference to
this Section 2.1(b) is made.



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         2.2 Default Interest. If the Company defaults in the payment of the
principal of, premium, if any, or accrued interest on, the Notes, or on any
other amount due hereunder, the Company shall, on or upon demand from time to
time, pay interest on such overdue amount from the date when due up to and
including the date of actual payment (before as well as after judgment) at a
rate equal to 20% per annum, subject to Section 2.1(b).

         2.3 Payments.

                  (a) Subject to the provisions for redemption in Section 2.4
hereof and Article VIII hereof, the aggregate principal amount of the Notes,
together with all interest accrued thereon, shall be due and payable on the
fifth anniversary of the Closing Date or earlier in accordance with the terms
hereof if permitted pursuant to the terms of the Credit Agreement (as defined
herein) and the Subordination Agreement (as defined in Section 2.10) (such date
being referred to herein as the "Maturity Date"). As used in this Agreement, the
term "Credit Agreement" shall mean the Credit and Security Agreement, dated as
of June 19, 1998, by and among the Company, the lenders party thereto, and Wells
Fargo Bank, National Association f/k/a Norwest Bank Minnesota, National
Association, as amended or restated from time to time (with such lenders under
the Credit Agreement being referred to as "Senior Lenders") (the debt financing
to the Company of the Senior Lenders being called the "Senior Debt").

                  (b) The Company shall make payment of principal of and
premium, if any, or accrued interest on the Notes, or any other amount due to
the Purchasers under this Agreement, as provided herein or in the Notes. All
payments hereunder shall be in United States dollars by wire transfer of same
day funds. If any payment hereunder shall be due on a day that is not a business
day, the date for payment shall be extended to the next succeeding business day,
and in the case of any payment accruing interest, interest thereon shall be
payable for the period of such extension. If at any time any payment made by the
Company hereunder is rescinded or must otherwise be restored or returned upon
the insolvency, bankruptcy or reorganization of the Company or otherwise, such
payment obligations of the Company hereunder shall be reinstated as though such
payment had been due but not made when due.

         2.4 Optional Redemption of the Notes.

                  (a) Upon notice given as provided in Section 2.6 below and
subject to Section 2.4(c), the Company, at its option, but subject to the terms
of Senior Debt and the Subordination Agreement, may redeem the Notes as a whole,
or from time to time in part (in a minimum amount of $100,000 and otherwise in
multiples of $100,000), in each case at the principal amount so to be prepaid,
together with interest accrued thereon to the date fixed for such prepayment.

                  (b) Each prepayment under this Section 2.4 shall be applied
first to accrued interest on the principal amount prepaid, second to
installments of principal in the inverse order of their maturities, and third to
any expenses and/or damages to which the Purchasers may be entitled. The amount
of any such prepayment may not be reborrowed by the Company. The



                                      -4-




Company shall have no right to prepay the Notes except as provided in this
Section 2.4 or in Section 2.5 or Section 2.7.

                  (c) If the Company elects to prepay any of its obligations, it
shall prepay its obligations, in the following order of priority, under: (v) the
Senior Debt, (w) the May Debt Agreement, (x) the Notes, (y) the August Debt
Agreement, and (z) the December Debt Agreement

         2.5 Mandatory Redemption.

                  (a) Except as otherwise provided in Section 2.7 hereof,
concurrently with the receipt by the Company or any of its subsidiaries of the
cash proceeds from (i) the issuance of any shares, interests, participations or
other equivalents of corporate stock or membership interests ("Capital Stock")
of any of the Company's subsidiaries or options or warrants to acquire Capital
Stock of any of the Company's subsidiaries or (ii) any sale or other disposition
of assets by the Company or any of its subsidiaries (excluding granting any
Permitted Liens as defined in Section 7.2 hereof), the Company shall apply such
cash proceeds (net of expenses payable by the Company or any of its subsidiaries
to any person other than an affiliate of the Company in connection with the
issuance thereof and net of accrued interest as a result of such redemption) to
the redemption of Notes, together with interest accrued thereon to the date of
such prepayment; provided, however, that the Company shall first apply such cash
proceeds to repay the Company's obligations, in the following order of priority,
under: (v) the Senior Debt, (w) the May Debt Agreement, (x) the Notes, (y) the
August Debt Agreement, and (z) the December Debt Agreement, as provided in this
Section 2.5(a); provided, further, that the Company shall have no obligation to
apply to such redemption of Notes hereunder or under the May Debt Agreement,
August Debt Agreement or December Debt Agreement the first $1,000,000 of net
cash proceeds received by the Company or any subsidiary from all such issuances
of Capital Stock subsequent to the Closing Date.

                  (b) "December Debt Agreement" shall mean the indebtedness and
other obligations of the Company pursuant to that certain Subordinated Notes and
Warrant Purchase Agreement dated as of November 10, 2000 by and among the
Company and the Purchasers party thereto, as amended by the Amended and Restated
Subordinated Note and Warrant Purchase Agreement dated December 29, 2000, as
amended from time to time and related documents, including, without limitation,
the warrants issued pursuant thereto. "May Debt Agreement" shall mean the
indebtedness and other obligations of the Company pursuant to that certain
Subordinated Secured Notes Purchase Agreement dated as of May 23, 2001 by and
among the Company and the Purchasers party thereto and related documents.
"August Debt Agreement" shall mean the indebtedness and other obligations of the
Company pursuant to that certain Subordinated Notes and Warrant Purchase
Agreement dated as of August 13, 2001 by and among the Company and the
Purchasers party thereto and related documents, including, without limitation,
the warrants issued pursuant thereto.

                  (c) Notwithstanding the foregoing, if the Company or any of
its subsidiaries sells or disposes of equipment in the ordinary course of
business, the Company shall not be obligated to use such cash proceeds to redeem
the Notes pursuant to this Section 2.5.



                                      -5-




         2.6 Notice of Redemption. The Company shall give the holder of each
Note irrevocable written notice of any redemption pursuant to Section 2.4 or
Section 2.5 hereof not less than five (5) business days nor more than twenty
(20) business days prior to the date specified for such redemption, specifying
such date and the principal amount of the Notes held by such holder to be
redeemed on such date and stating that such redemption is to be made pursuant to
Section 2.4 or Section 2.5 hereof. Notice of redemption having been given as
aforesaid, the principal amount of the Notes specified in such notice, together
with accrued and unpaid interest thereon through the redemption date with
respect thereto, shall become due and payable (i) in the case of an event of
redemption under Section 2.5(a)(ii), within ninety (90) days of the redemption
date (ii) in all other cases, on such redemption date.

         2.7 Change in Control.

                  (a) In the event of any Change in Control (as hereinafter
defined), each holder of Note or Notes shall have the right, at its option,
subject to the terms of the Subordination Agreement to require the Company to
purchase all or any portion of such holder's Note(s), at a purchase price equal
to the principal amount of Note(s) to be so purchased plus accrued interest
thereon, on the date (the "Change in Control Payment Date") which is twenty (20)
business days after the date the Change in Control Notice (as hereinafter
defined) is required to be mailed.

                  (b) For purposes of this Agreement, the term "Change in
Control" means the occurrence of any of the following: (i) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its subsidiaries, taken as a
whole, to any "person" or "group" (as such terms are used in Section 13(d)(3)
and Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), other than Morgenthaler Venture Partners VII, L.P. and its
affiliates, Ampersand IV Limited Partnership and its affiliates, Ampersand IV
Companion Fund Limited Partnership and its affiliates or Molex Incorporated
("Molex") and its affiliates (collectively, the "Permitted Holders"); (ii) the
adoption of a plan relating to the liquidation or dissolution of the Company;
(iii) any person or group (as defined above), other than the Permitted Holders,
becomes the "beneficial owner" (as such term is used in Section 13(d)(3) of the
Exchange Act) of 35% or more of the voting power of the voting stock of the
Company; or (iv) during any consecutive two-year period, individuals, who at the
beginning of such period constituted the Board of Directors (together with any
new directors whose election by the Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of a majority
of the directors then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors then in office. For so long as the Permitted Holders hold a majority
of the outstanding shares of the Company's Series G Convertible Preferred Stock
(the "Series G Stock"), those directors elected by the holders of the Series G
Stock shall not be considered in applying clause (iv) above. In addition, any
change in the identity of a person occupying a board seat resulting from the
loss by the holders of the Series G Stock of the right to elect one or more
directors shall not be considered in applying clause (iv) above.



                                      -6-




                  (c) The Company shall send all holders of the Notes, within
five (5) business days after the occurrence of any Change in Control, a notice
of the occurrence of such Change in Control (the "Change in Control Notice") and
each holder of Notes who wishes to have its Notes repurchased pursuant to this
Section 2.7 shall so indicate by written notice delivered to the Company within
ten (10) business days of receipt of the Change in Control Notice. Each Change
in Control Notice shall state:

                           (1) the Change in Control Payment Date;

                           (2) the date by which the right to have Notes
                  purchased must be exercised;

                           (3) that such right is conditioned on receipt of
                  notice from the holders;

                           (4) the purchase price, if the right to have Notes
                  purchased is exercised;

                           (5) a description of the procedure which the holders
                  of Notes must follow to exercise the right to have Notes
                  purchased;

                           (6) that the purchase is being made pursuant to this
                  Section 2.7;

                           (7) that any Note not tendered will continue to
                  accrue interest if interest is then accruing; and

                           (8) that, unless the Company defaults in making
                  payment therefor, any Note purchased shall cease to accrue
                  interest after the Change in Control Payment Date.

                  (d) No failure of the Company to give the Change in Control
Notice shall limit any holder's right to exercise a right to have Notes
purchased.

                  (e) If any Senior Debt is outstanding, or any amounts are
owing thereunder or in respect thereof, at the time of the occurrence of a
Change in Control, prior to the mailing of the Change in Control Notice to
holders of the Notes, but in any event within ten (10) business days after the
date the Change in Control Notice is required to be mailed, the Company shall
(i) repay in full all obligations and terminate all commitments under or in
respect of such Senior Debt or (ii) obtain the requisite consents under the
Senior Debt to permit the repurchase of the Notes as described above. The
Company must first comply with the covenant described in the preceding sentence
before it shall be required to purchase Notes pursuant to this Section 2.7 in
the event of a Change in Control; provided, however, that the Company's failure
to timely comply with the covenant described in the preceding sentence shall
constitute an Event of Default as described in Section 8.1(c) hereof.



                                      -7-




         2.8 Redemptions Pro Rata. Upon any partial redemption of the Notes
pursuant to Section 2.4 or 2.5 hereof, the principal amount so redeemed shall be
allocated to all Notes at the time outstanding in proportion to the respective
outstanding principal amounts thereof.

         2.9 Retirement of the Notes. The Company shall not redeem or otherwise
retire in whole or in part prior to the Maturity Date (other than by redemption
pursuant to Section 2.4, 2.5 or 2.7 hereof or upon acceleration of such Maturity
Date pursuant to Section 8.1 hereof), or purchase or otherwise acquire, directly
or indirectly, Notes held by any holder unless the Company shall have offered to
redeem or otherwise retire, purchase or acquire, as the case may be, the same
proportion of the aggregate principal amount of Subordinated Notes held by each
holder of Subordinated Notes at the time outstanding upon the same terms and
conditions. Any Subordinated Notes so redeemed or otherwise retired, purchased
or acquired by the Company shall not be deemed to be outstanding for any purpose
under this Agreement.

         2.10 Subordination. The Purchasers agree to subordinate their interest
in and to the unpaid principal amount of and interest on the Notes to the
interest of the Senior Lenders pursuant to the terms of a Subordination
Agreement among the Purchasers, the Senior Lenders and the Company substantially
in the form of Exhibit C attached hereto (the "Subordination Agreement");
provided however, that the holders of the Notes will not be obligated to
subordinate their interests to more than an aggregate of $45,000,000 of
Indebtedness (as defined in Section 7.1) owed to such Senior Lenders. To the
extent that any provisions in this Agreement or the Notes conflict with the
provisions of such Subordination Agreement, the provisions of such Subordination
Agreement shall govern.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         3.1 Representations and Warranties of the Obligors. The Obligors hereby
represent and warrant to the Purchasers as follows:

                  (a) Organization. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Minnesota.
Each of the subsidiaries of the Company is a corporation or limited liability
company duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or organization. Each of the Company and
its subsidiaries has the requisite corporate power and authority to own, operate
or lease its properties and to carry on its business as it is now being
conducted, and is duly qualified or licensed to do business, and is in good
standing, in each jurisdiction in which the nature of its business or the
properties owned, operated or leased by it makes such qualification, licensing
or good standing necessary, except where the failure to have such power or
authority, or the failure to be so qualified, licensed or in good standing,
would not have a Material Adverse Effect (as defined in Section 5.1(c) hereof)
on the Company. The term "subsidiary" or "subsidiaries" means, with respect to
the Company, any person, corporation, partnership, joint venture or other legal
entity of which the Company (either alone or through or together with any other
subsidiary), owns, directly or indirectly, stock or other equity interests the
holders of which



                                      -8-




are generally entitled to more than 50% of the vote for the election of the
Board of Directors or other governing body of such corporation or other legal
entity.

                  (b) Authorization. The Company has the requisite corporate
power and authority to enter into and perform its obligations hereunder and
under the other Loan Documents (as hereinafter defined). The execution, delivery
and performance by the Company of each Loan Document has been duly authorized by
all requisite corporate action by the Company, and each of the Loan Documents
constitutes a valid and binding obligation of the Company, enforceable in
accordance with its terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium and similar laws affecting creditors' rights generally
and to general principles of equity. As used herein, the term "Loan Documents"
means, collectively, this Agreement, the Security Agreement (as defined in
Section 5.1(j)), each of the Notes, and each of the Warrants and each of the
other instruments, documents or certificates delivered in connection herewith.

                  (c) Conflicts. Except as provided in Schedule 3.1(c), the
execution and delivery of each of the Loan Documents by the Company, the
consummation of the transactions contemplated thereby and the compliance with
the provisions thereof by the Company and the issuance, sale and delivery of the
Notes and Warrants by the Company, will not:

                           (1) violate any provision of law, statute, rule or
                  regulation, or any ruling, writ, injunction, order, judgment
                  or decree of any court, administrative agency or other
                  governmental body applicable to the Company; or

                           (2) conflict with or result in any breach of any of
                  the terms, conditions or provisions of, or constitute (with
                  due notice or lapse of time, or both) a default (or give rise
                  to any right of termination, cancellation or acceleration)
                  under, the certificate of incorporation or by-laws of the
                  Company, or under any note, indenture, mortgage, lease,
                  purchase or sales order or other material contract, agreement
                  or instrument to which the Company is a party or by which it
                  or any of its property is bound or affected; or

                           (3) result in the creation of any Lien (as defined in
                  Section 7.2) upon any of the properties or assets of the
                  Company, except as provided in the Security Agreement.

                  (d) Securities Laws Compliance. Other than pursuant to the
August Debt Agreement, the Company has not offered the Securities or any other
security the offering of which would be integrated (as that term is used in Rule
502 of Regulation D promulgated under the Securities Act of 1933, as amended
(the "Securities Act")) with the offer or sale of the Securities for sale to, or
solicited any offers to buy any of the foregoing from, or otherwise approached
or negotiated in respect thereof, with any Person (as defined herein) other than
a limited number of institutional or other sophisticated investors deemed to be
"accredited investors" as such term is defined in rule 501(a) of Regulation D
adopted under the Securities Act. For purposes of this Agreement, "Person" means
any individual, sole proprietorship, corporation, business trust, unincorporated
organization, association, company, partnership, joint



                                      -9-




venture, governmental authority (whether a national, federal, state, county,
municipality or otherwise, and shall include without limitation any
instrumentality, division, agency, body or department thereof), or other entity.

                  (e) No Consent or Approval Required. Except as provided herein
or on Schedule 3.1(e) and except for the filing of any notice subsequent to the
date hereof that may be required under applicable federal or state securities
laws, including filings with the Nasdaq Stock Market (which, if required, shall
be filed on a timely basis as may be so required), no permit, consent, approval
or authorization of, or declaration to, or filing with, any person (governmental
or private) is required for the valid authorization, execution, delivery and
performance by the Company of this Agreement or for the valid authorization,
issuance, sale and delivery by the Company of the Notes or the Warrants, or the
carrying out by the Company of the transactions contemplated hereby which has
not been obtained.

                  (f) No Default or Violation. Except as provided in Schedule
3.1(f), neither the Company nor any subsidiary (i) is in default under or in
violation of any indenture, loan or credit agreement or any other agreement or
instrument to which it is a party or by which it or any of its properties is
bound, other than the Credit Agreement; or (ii) is in violation of any order of
any court, arbitrator or governmental body, except for purposes of clauses (i)
or (ii) as could not reasonably be expected to, in any such case (individually
or in the aggregate) have or result in a Material Adverse Effect.

                  (g) Compliance with Laws. The Company and its respective
subsidiaries are in compliance, in all material respects, with any applicable
law, rule or regulation of any United States federal, state, local, or foreign
government or agency thereof which affects the business, properties or assets of
the Company and its respective subsidiaries, the non-compliance with which would
have a Material Adverse Effect on the Company and no notice, charge, claim,
action or assertion has been received by the Company or any of its subsidiaries
or has been filed, commenced or, to the Company's knowledge, threatened against
the Company or any of its subsidiaries alleging any such violation.

                  (h) Use of Proceeds; Margin Stock. None of the proceeds of the
sale of the Securities will be used for the purpose of purchasing or carrying
any "margin stock" as defined in Regulations U, T, or X of the Board of
Governors of the Federal Reserve System, or for the purpose of reducing or
retiring any indebtedness which was originally incurred to purchase or carry
"margin stock," or for any other purpose which might constitute transactions
contemplated by this Agreement a "purpose credit" within the meaning of
Regulations U, T or X. The Company is not engaged in the business of extending
credit for the purpose of purchasing or carrying margin stocks. The Company has
not taken and will not take any action which might cause any violation of
Regulations U, T or X or any other regulations of the Board of Governors of the
Federal Reserve System or any violation of Section 7 of the Exchange Act, or any
rule or regulation promulgated thereunder, in each case as now in effect or as
the same may hereinafter be in effect.

                  (i) The Security Documents. The provisions of the Security
Agreement are effective to create in favor of the Agent for the ratable benefit
of the Purchasers a legal, valid and



                                      -10-




enforceable security interest in all right, title and interest of the Company in
and to the Collateral (as defined in the Security Agreement) to the extent that
a security interest can be created therein under the UCC, and, on the Closing
Date, the Agent for the ratable benefit of the Purchasers will have a fully
perfected lien on, and security interest in the Collateral (to the extent such
security interest can be perfected by filing a UCC-1 financing statement or by
taking possession of the Collateral), subject to no other Liens other than
Permitted Liens.

                  (j) Assets. Each Obligor has good and marketable title to all
of its properties and assets (including real property and tangible and
intangible personal property), in each case free and clear of all Liens other
than Permitted Liens.

                  (k) Insurance. All material fire and casualty, general
liability, business interruption, product liability and sprinkler and water
damage insurance policies maintained by the Obligors or any of their
subsidiaries are with nationally recognized insurance carriers, provide coverage
for all normal risks incident to the business of the Obligors and their
subsidiaries and their respective properties and assets and are in character and
amount appropriate for the business conducted by the Obligors, except as would
not, individually or in the aggregate, have a Material Adverse Effect on any
Obligor.

                  (l) Subsidiaries and Capitalization. Except for the Guarantors
and as set forth on Schedule 3.1(l), the Company has no subsidiaries. All the
issued and outstanding shares of capital stock of the Company and of each
Guarantor are duly authorized, validly issued, fully paid and nonassessable. The
capitalization of the Company and of each Guarantor on the Closing Date is set
forth on Schedule 3.1(l). No violation of any preemptive rights of shareholders
of the Company has occurred by virtue of the transactions contemplated under
this Agreement or any other Loan Document. There are no outstanding contracts,
options, warrants, instruments, documents or agreements binding upon any Obligor
granting to any Person or group of Persons any right to purchase or acquire
shares of any Obligor's capital stock, except pursuant to the Warrant and as
described on Schedule 3.1(l).

                  (m) Disclosure. The representations, warranties and other
statements of the Company contained in this Agreement and the other certificates
furnished to the Purchasers by the Company pursuant hereto, taken as a whole, do
not contain any untrue statement of a material fact or, to the best of the
knowledge of the Company, omit to state a material fact necessary in order to
make the statements contained herein and therein, in light of the circumstances
made, not materially misleading as of the date hereof.

                  (n) Knowledge. Whenever a representation or warranty made by
the Company refers to the best of the knowledge of the Company or its
subsidiaries, such knowledge shall be deemed to consist only of the actual
knowledge of the executive officers of the Company or its subsidiaries.

         3.2 Representations, Warranties and Agreements of the Purchasers. Each
Purchaser severally and not jointly, hereby represents and warrants to the
Company as follows:



                                      -11-




                  (a) Authorization. The execution, delivery and performance by
Purchaser of this Agreement has been duly authorized by all requisite entity
action by Purchaser, and this Agreement constitutes a valid and binding
obligation of Purchaser, enforceable in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency, moratorium and similar laws
affecting creditors' rights generally and to general principles of equity.

                  (b) Conflicts. The consummation of the transactions
contemplated hereby and compliance with the provisions hereof by Purchaser, will
not:

                           (1) violate any provision of law, statute, rule or
                  regulation, or any ruling, writ, injunction, order, judgment
                  or decree of any court, administrative agency or other
                  governmental body applicable to Purchaser; or

                           (2) conflict with or result in any breach of any of
                  the terms or provisions of, or constitute a default (or give
                  rise to any right of termination, cancellation or
                  acceleration) under, the organizational documents of Purchaser
                  or under any note, indenture, agreement or instrument to which
                  Purchaser is a party or by which it or any of its properties
                  is bound or affected.

                  (c) Purchase for Investment. Purchaser is acquiring the
Securities for its own account, for investment and not with a view to the
distribution thereof within the meaning of the Securities Act.

                  (d) No Registration. Purchaser understands that the Securities
have not been, nor will it or they be, registered under the Securities Act, by
reason of its or their issuance by the Company in a transaction exempt from the
registration requirements of the Securities Act; and that the Notes must be held
by Purchaser indefinitely unless a subsequent disposition thereof is registered
under the Securities Act or is exempt from registration.

                  (e) Restrictions on Resale. Purchaser understands that the
exemption from registration afforded by Rule 144 (the provisions of which are
known to Purchaser) promulgated under the Securities Act depends on the
satisfaction of various conditions, and that, if and when applicable, Rule 144
may only afford the basis for sales in limited amounts.

                  (f) Accredited Investor.

                           (1) Purchaser is an "accredited investor" as defined
                  in Rule 501(a) of Regulation D promulgated under the
                  Securities Act and, by reason of its business and financial
                  experience and the business and financial experience of those
                  persons retained by it to advise it with respect to its
                  investment in the Securities, has such knowledge,
                  sophistication and experience in business and financial
                  matters so as to be capable of evaluating the merits and risks
                  of the prospective investment, is able to bear the economic
                  risk of such investment and, at the present time, is able to
                  afford a complete loss of such investment; and



                                      -12-




                           (2) Purchaser is familiar with the business of the
                  Company and has had the opportunity to ask questions of the
                  officers and directors of the Company and to obtain such
                  information about the financial condition of the Company as it
                  has requested.

                  (g) Reliance. Each Purchaser understands and acknowledges that
(i) the Securities are being offered and sold to the Purchaser without
registration under the Securities Act in a private placement that is exempt from
the registration provisions of the Securities Act under Section 4(2) of the
Securities Act or Regulation D promulgated thereunder; and (ii) the availability
of such exemption depends in part on, and the Company will rely upon the
accuracy and truthfulness of, the foregoing representations and such Purchaser
hereby consents to such reliance.

                  (h) No Affiliation. No Purchaser is an "interested
shareholder" of the Company or an "affiliate" or "associate" thereof, as such
terms are defined in Section 302A.011 of the MBCA resulting from any share
purchase, contract, arrangement or understanding, other than this Agreement and
the other Loan Documents, the December Debt Agreement, the Merger Agreement (as
defined in the December Debt Agreement), the May Debt Agreement, the August Debt
Agreement or any acquisition of shares approved by a committee of the Board of
Directors of the Company as required in Section 302A.673, subdivision 1(d) of
the MBCA.

                                   ARTICLE IV

                         OTHER AGREEMENTS OF THE PARTIES

         4.1 Transfer Restrictions.

                  (a) If any Purchaser should decide to dispose of any of the
Securities held by it, such Purchaser understands and agrees that it may do so
only pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from the registration requirements of the
Securities Act. In connection with any transfer of any Securities other than
pursuant to an effective registration statement or to the Company or to an
affiliate of such Purchaser or pursuant to Rule 144 under the Securities Act
("Rule 144"), the Company may require the transferor thereof to provide to the
Company a written opinion of counsel experienced in the area of United States
securities laws selected by the transferor, the form and substance of which
opinion shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act.

                  (b) Each Purchaser agrees to the imprinting, so long as is
required, of the following legends on the Notes:

                           THIS SECURITY HAS NOT BEEN REGISTERED WITH THE
                           SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
                           COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
                           FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
                           AS AMENDED (THE "SECURITIES ACT"), AND,



                                      -13-




                           ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
                           PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
                           EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
                           THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
                           AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
                           LAWS.

                           THIS NOTE IS SUBJECT TO THE TERMS OF A SUBORDINATION
                           AGREEMENT IN FAVOR OF WELLS FARGO BANK MINNESOTA,
                           NATIONAL ASSOCIATION, AS AGENT FOR CERTAIN SENIOR
                           LENDERS, DATED AS OF OCTOBER 25, 2001.

                  (c) Each Purchaser agrees to the imprinting, so long as is
required, of the following legends on the Warrants:

                           THIS SECURITY HAS NOT BEEN REGISTERED WITH THE
                           SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
                           COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
                           FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
                           AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
                           MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
                           EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
                           ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
                           A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
                           REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
                           WITH APPLICABLE STATE SECURITIES LAWS.

         4.2 Use of Proceeds. The Company shall use the net proceeds from the
issuance of the Securities for working capital and other general corporate
purposes, but not for the repayment of indebtedness to any Senior Lender.

         4.3 Commercially Reasonable Efforts. Subject to the terms and
conditions herein provided and to applicable legal requirements, each of the
parties hereto agrees to use its commercially reasonable efforts to take, or
cause to be taken, all action, and to do, or cause to be done, and assist and
cooperate with the other parties hereto in doing, as promptly as practicable,
all things necessary, proper or advisable under applicable laws and regulations
to ensure that the conditions set forth in Article V hereof are satisfied.

         4.4 Consents. Each of the parties will use its commercially reasonable
efforts to obtain as promptly as practicable all consents and approvals of any
governmental authority or other person necessary in connection with the
execution, delivery and performance of this Agreement and the Notes.



                                      -14-




         4.5 Waivers. Notwithstanding any terms to the contrary set forth in
this Agreement, the December Debt Agreement, August Debt Agreement or the May
Debt Agreement, the Purchasers hereby consent to the transactions contemplated
by this Agreement and consent and agree that neither this Agreement, nor any of
the transactions contemplated herein, including, but not limited to those
actions permitted by Section 7.8 of this Agreement and the creation of any
Permitted Lien, will constitute a default of or entitle any of the Purchasers to
accelerate any payment under the December Debt Agreement, August Debt Agreement
or the May Debt Agreement or any document or instrument entered into in
connection herewith. Molex further consents and agrees, with respect to
issuances of Securities under this Agreement, to waive any preemptive rights or
any right to notice of preemptive rights it may have pursuant to that certain
Amended and Restated Agreement Relating to Sheldahl dated as of November 10,
2000 by and between the Company and Molex.


                                    ARTICLE V

                                   CONDITIONS

         5.1 Conditions Precedent to the Obligation of the Purchasers to
Purchase the Securities on the Closing Date. The obligation of each Purchaser
hereunder to acquire and pay for the Securities is subject to the satisfaction
or waiver by such Purchaser, at or before the Closing, of each of the following
conditions:

                  (a) Accuracy of the Company's Representations and Warranties.
The representations and warranties of the Company contained herein shall be true
and correct, in all material respects, as of the date hereof.

                  (b) Performance by the Company. The Company shall have
performed, satisfied and complied with in all material respects all covenants
and agreements required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to the Closing Date.

                  (c) No Material Adverse Effect. There shall not have occurred
any change, circumstance or event that has had or may reasonably be expected to
have (i) a material adverse effect on the business, financial condition, assets,
results of operations or prospects of the Company and its subsidiaries, taken as
a whole, or (ii) prevent or materially delay the ability of the Company to
consummate the transactions contemplated by this Agreement and the other Loan
Documents (a "Material Adverse Effect").

                  (d) No Injunction. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent
jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.



                                      -15-




                  (e) Required Approvals. The Company shall have obtained the
consent or approval of the Senior Lenders under the Credit Agreement in
connection with the execution, delivery and performance of this Agreement and
the Notes.

                  (f) Delivery of Notes and Warrants. The Company shall have
delivered to such Purchaser or such Purchaser's designee duly executed Notes and
Warrants at the Closing to be received by each Purchaser, in the name of such
Purchaser or such Purchaser's designee, each in form satisfactory to such
Purchaser or such Purchaser's designee.

                  (g) Secretary's Certificate and Other Documents. The
Purchasers shall have received from the Company on the Closing Date (i) a copy
of the Company's certificate of incorporation, including all amendments thereto,
certified by the Secretary of State of its jurisdiction of incorporation and a
certificate as to the good standing of the Company in such jurisdiction as of no
more than five (5) days prior to the Closing Date, (ii) a certificate of an
officer of the Company dated as of the Closing Date certifying to the Purchasers
that the Purchasers have received (A) a correct and complete copy of the
Company's certificate of incorporation and bylaws as in effect on the Closing
Date and at all times subsequent to the date of the resolutions described in the
following clause (B), (B) a correct and complete copy of resolutions duly
adopted by the Board of Directors of the Company authorizing the execution,
delivery and performance of the Loan Documents, the sale of the Notes and
Warrants hereunder, and the other transactions contemplated hereby and thereby,
as applicable, and (C) as to the incumbency and specimen signature of each
officer of the Company who shall execute any Loan Document or any other document
delivered in connection therewith; and (iii) such other documents as the
Purchasers and their counsel may reasonably request.

                  (h) Officer's Certificate. The Company shall have delivered to
the Purchasers on the Closing Date a certificate signed on its behalf by its
President, Chief Executive Officer or Chief Financial Officer certifying that
the conditions specified in Sections 5.1(a) and (b) hereof have been fulfilled.

                  (i) Subordination Agreement. The Purchasers and the Senior
Lenders shall have executed a Subordination Agreement on terms consistent with
those contained herein, in the form of Exhibit C attached hereto.

                  (j) Security Agreement. The Obligors and the Agent shall have
executed a Security Agreement in the form attached hereto as Exhibit D hereto
(the "Security Agreement").

                  (k) Expenses. All fees and expenses (including reasonable
attorneys' fees) incurred by the Agent and the Purchasers in connection with the
negotiation, preparation, filing and recording of this Agreement, any documents
necessary under this Agreement and the other Loan Documents shall be paid in
full on the date of the Closing.

                  (l) Opinion. The Obligors shall have delivered to the
Purchasers a legal opinion of Lindquist & Vennum, P.L.L.P., dated the Closing
Date, substantially in the form of Exhibit E attached hereto.



                                      -16-




                  (m) Factoring and Security Commitment. The Company and
Greenfield Commercial Credit L.L.C. shall have entered into a factoring and
security commitment on terms and conditions satisfactory to the Purchasers.

                  (n) Amendment to the Credit Agreement. The Company and the
Senior Lenders shall have entered into an amendment to the Credit Agreement on
terms and conditions satisfactory to the Purchasers.

         5.2 Conditions Precedent to the Company's Obligations on the Closing
Date. The obligations of the Company to consummate the Closing hereunder are
subject to the following conditions:

                  (a) Accuracy of the Representations and Warranties of the
Purchasers. The representations and warranties of the Purchasers contained
herein shall be true and correct in all material respects as of the Closing
Date.

                  (b) Performance by the Purchasers. The Purchasers shall have
performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Purchasers at or prior to the Closing Date.

                  (c) No Injunction. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent
jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.

                  (d) Payment of Purchase Price. Each Purchaser shall have paid
the purchase price set forth below the Purchaser's name on Schedule II attached
hereto for the Securities being purchased by such Purchaser at the Closing.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

         Each of the Obligors hereby covenants and agrees with the Purchasers
that, immediately after the Closing Date and for so long as any Note or any
monetary obligation under this Agreement remains outstanding, the Obligors shall
comply with the covenants set forth in this Article VI:

         6.1 Payment of Principal, Premium, Interest, Fees and Expenses. The
Company shall duly and punctually pay the principal of (and premium, if any) and
interest on the Notes in accordance with the terms of the Notes, this Agreement
and the other Loan Documents and all fees and expenses due under this Agreement
when payable.

         6.2 Corporate Existence. Each Obligor shall do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its
corporate existence and any



                                      -17-




necessary state or other qualifications (other than any qualifications the
absence of which, in the aggregate, would not have a Material Adverse Effect).

         6.3 Obligations and Taxes. Each Obligor shall pay or discharge, or
cause to be paid or discharged, before the same shall become delinquent (a) all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits or in respect of its business or property unless such
taxes, assessments or governmental charges are being paid in accordance with the
terms of an agreement with the applicable taxing authority, (b) all lawful
claims for labor, materials and supplies, (c) all required payments under any
Indebtedness and (d) all other obligations; provided however, that, in each
case, it shall not be required to pay or discharge or to cause to be paid or
discharged any such amount so long as the validity or amount thereof shall be
contested in good faith in an appropriate manner and appropriate reserves and
accruals have been made with respect thereto.

         6.4 Performance under Agreements. Each Obligor shall perform its
obligations under this Agreement, each other Loan Document, and each other
contract to which it is a party; provided however, that an Obligor shall not be
required to so perform its obligations under any contract (other than this
Agreement, any other Loan Document and the December Debt Agreement) to the
extent it is reasonably contesting such obligations in good faith and in an
appropriate manner and, if required by GAAP (as defined herein), it has made
appropriate reserves and accruals with respect thereto. For purposes of this
Agreement, "GAAP" means generally accepted accounting principles, applied on a
consistent basis, as set forth in Opinions of the Accounting Principles Board of
the American Institute of Certified Public Accountants and/or in statements of
the Financial Accounting Standards Board and/or their respective successors and
which are applicable in the circumstances as of the date in question.

         6.5 Access to Properties and Inspections. Each Obligor shall maintain
financial records in accordance with accounting practices and controls
sufficient to allow that Obligor to prepare the financial statements,
certificates and reports required by Section 6.10 hereof; and, upon written
notice, at all reasonable times and as often as the Purchasers may reasonably
request, permit any authorized representative or agent of any Purchaser to visit
and inspect their physical properties and reports and permit any authorized
representative or agent of any Purchaser to discuss their affairs, finances and
condition with such officers, key employees and independent chartered
accountants acting as auditors as the Purchasers shall deem appropriate.
Delivery of a copy of this Agreement to the respective independent accountants
acting as auditors shall constitute instructions to such accountants to discuss
the financial condition of the Company with the Purchasers and their
representatives, and to permit the Purchasers and their representatives to
inspect, copy and make extracts from all financial statements, analyses, work
papers and other documents and information (including electronically stored
documents and information) prepared by such accountants with respect to the
Obligors.

         6.6 Defense of Claims. Each Obligor shall diligently defend itself and
its properties from and against any lawsuits or claims.

         6.7 Notice of Litigation, Claims, Etc. The Obligors shall promptly upon
obtaining notice of the occurrence thereof (but in no event more than ten (10)
days after obtaining notice of



                                      -18-




the occurrence thereof), provide the Purchasers with written notice of any of
the following events:

                  (a) the issuance by any governmental authority of any
injunction, order or decision involving any Obligor, any subsidiary of any
Obligor or any Obligor's properties;

                  (b) the filing or commencement of any action, suit or
proceeding against or affecting any Obligor, any subsidiary of any Obligor or
the properties of any Obligor or its subsidiaries, whether at law or in equity
or by or before any court if such event might reasonably be interpreted to have
a Material Adverse Effect;

                  (c) the imposition of any Lien which is not a Permitted Lien;

                  (d) any claim, demand or action impairing title to any of the
properties or assets of any Obligor or any of its subsidiaries;

                  (e) any other adverse action by or notice from a governmental
authority with respect to any Obligor or any of its respective properties;

                  (f) any default by any Obligor under any contract of
indebtedness in excess of $250,000 other than a lease or conditional sales
contract for immaterial amounts; and

                  (g) any development in the business or affairs of any Obligor
which is likely, in the reasonable judgment of the Company, to have a Material
Adverse Effect.

         Each notice shall specify, as applicable, (i) the nature and extent of
the subject matter being disclosed, (ii) any rights of any other parties thereto
with respect to termination, acceleration or similar provisions and (iii) any
corrective action taken or proposed to be taken with respect thereto.

         6.8 Proceeds. The Company shall use the net proceeds from the issuance
of the Securities for general corporate purposes, including the retirement of
existing indebtedness.

         6.9 Compliance. Each Obligor shall comply in all material respects with
all applicable laws and maintain all required clearances, consents, permits and
approvals of governmental authorities.

         6.10 Financial Statements and Reports. The Obligors shall furnish to
the Purchasers:

                  (a) as soon as available but in any event within ninety (90)
days after the end of each fiscal year, consolidated balance sheets, income
statements and cash flow statements of the Obligors, showing their financial
condition as at the end of such fiscal year and the results of their operations
for such fiscal year, all the foregoing financial statements (other than any
consolidating schedules) to be audited by independent chartered accountants of
nationally-recognized standing reasonably acceptable to the Purchasers and
prepared in accordance with GAAP.



                                      -19-




                  (b) as soon as available but in any event within forty-five
(45) days after the end of each fiscal quarter, commencing with the fiscal
quarter including the Closing Date, the unaudited consolidated balance sheets,
income statements and cash flow statements (along with comparisons to budget),
showing the financial condition as at the end of such fiscal quarter, and the
results of operations for such fiscal quarter and for the then elapsed portion
of the fiscal year, for the Obligors in each case prepared in accordance with
GAAP, subject to normal year-end adjustments (none of which alone or in the
aggregate would result in a Material Adverse Effect) and the absence of notes
thereto;

                  (c) as soon as received, copies of any notice of potential
liability or charge or complaint received by any Obligor from any governmental
authority which could reasonably cause the Company or any of their subsidiaries
to incur liabilities in excess of $250,000;

                  (d) concurrently with the statements provided pursuant to
clauses (a) and (c) a certificate of the Chief Financial Officer of the Company
containing a narrative management discussion and analysis of the financial
condition and results of operations of the Company for the periods covered by
such statements;

                  (e) promptly upon their becoming available, copies of any
statements, reports and other communications, if any, which the Company shall
have generally provided to its stockholders, or to the Senior Lenders, or
material statements, reports and other communications to particular stockholders
or to the Company's directors;

                  (f) promptly upon receipt thereof, copies of all financial and
management reports submitted to the Obligors by their independent auditors in
connection with each annual audit of the books of the Obligors;

                  (g) promptly, from time to time, such other information (in
writing if so requested) regarding the assets and properties and operations,
business affairs and financial condition of the Obligors as the Purchasers may
reasonably request; and

                  (h) all filings with the Securities and Exchange Commission.

                  Each certificate of the Chief Financial Officer of the Company
(and, in the case of year-end financial statements and reports, the independent
auditors of the Company) delivered under this Section 6.10 shall certify that
the statement or report to which such certificate relates fairly presents in all
material respects the financial position and results of operations of the
Company and its subsidiaries at the dates thereof and for the periods then ended
and has been prepared in accordance with GAAP, in the case of unaudited
financial statements, subject to normal year-end audit adjustments (none of
which alone or in the aggregate would result in a Material Adverse Effect) and
the absence of notes thereto, no Event of Default has occurred and is continuing
and to the best of the Chief Financial Officer's knowledge no event or condition
has occurred which would have a Material Adverse Effect on the Company.



                                      -20-




         6.11 Insurance. Each Obligor shall maintain insurance on its business
and properties to such extent and against such risks, including fire and other
risks insured against by extended coverage, and workers' compensation insurance
and public liability insurance against claims for personal injury or death or
property damage occurring upon, in, about or in connection with, the use of any
properties owned, occupied or controlled by that Obligor, in each case as is
customary with companies similarly situated and in the same or similar
businesses, and shall provide evidence to the Purchasers of such insurance upon
their request.

         6.12 Notification of Event of Default. The Company shall immediately
notify the Purchasers in writing of (a) the occurrence of any default or any
Event of Default hereunder or under the Credit Agreement of which it becomes
aware and (b) any event or condition which has or could reasonably be expected
to have a Material Adverse Effect and specify what steps, if any, are being
taken to cure the same.

         6.13 Fiscal Year. The Obligors shall maintain their current fiscal year
for financial reporting purposes; provided, however, that the Obligors may
without the consent of the Purchasers change their fiscal year as may be
approved by the Company's Board of Directors so long as the Obligors deliver
written notice to the Purchasers of such change within thirty (30) days of Board
approval of such change.

         6.14 Further Assurances. Each Obligor shall duly execute and deliver,
or cause to be duly executed and delivered, at its own cost and expense, such
further instruments and documents and take or cause to be taken all such action,
in each case as may be necessary or proper in the reasonable judgment of the
Purchasers, to carry out the provisions and purposes of this Agreement and the
other Loan Documents and to better assure and confirm unto the Purchasers, its
rights and remedies under this Agreement and the other Loan Documents.

         6.15 Maintenance of Properties. Each Obligor shall keep and maintain
all property material to the conduct of its business as in good working order
and condition, ordinary wear and tear excepted, as such property is in as of the
date hereof.

         6.16 Certain Obligations Respecting Guarantors. The Company will, and
will cause each Guarantor to, take such action from time to time as shall be
necessary to ensure that the Company, directly or indirectly, owns all of the
equity securities or other ownership interests of each Guarantor. In the event
that the Company or any Guarantor shall form or acquire any new subsidiary, the
Company or the respective subsidiary will cause such new subsidiary to become a
"Guarantor" hereunder pursuant to a written instrument in form and substance
satisfactory to each Purchaser and to deliver such proof of action, incumbency
of officers, opinions of counsel and other documents as are reasonably requested
by any Purchaser.

                                   ARTICLE VII

                               NEGATIVE COVENANTS

         Each of the Obligors hereby covenants and agrees with the Purchasers
that, immediately after the Closing Date and for so long as any Note or any
monetary obligation under this



                                      -21-




Agreement remains outstanding, the Obligors shall, except to the extent waived
by the holders of the Required Percent (as defined below), comply with the
covenants set forth in this Article VII:

         7.1 Indebtedness. The Obligors shall not, and shall not permit any of
their respective subsidiaries to, incur, create, assume or suffer or permit to
exist any Indebtedness, except (a) indebtedness under and pursuant to the terms
of this Agreement and the other Loan Documents, (b) indebtedness under the
December Debt Agreement, (c) indebtedness under the May Debt Agreement, (d)
indebtedness under the August Debt Agreement, (e) indebtedness under capital or
operating leases entered into within the ordinary course of the Company'
business consistent with past practice, (f) indebtedness to the Senior Lenders
in an amount not to exceed $45,000,000 in the aggregate and (g) indebtedness
hereinafter incured in connection with the Permitted Liens under Section 7.2.
For purposes of this Agreement, "Indebtedness" means for any Obligor without
duplication, all obligations, contingent or otherwise, of that Obligor which in
accordance with GAAP should be classified upon the balance sheet of that Obligor
as liabilities for borrowed money, but in any event including: (i) all
indebtedness, whether or not represented by bonds, debentures, notes,
securities, or other evidences of indebtedness, for the repayment of money
borrowed, (ii) all indebtedness representing deferred payment of the purchase
price of property or assets, (iii) all indebtedness under any lease which, in
conformity with GAAP, is required to be capitalized for balance sheet purposes
and leases of property or assets made as a part of any sale and lease-back
transaction if required to be capitalized, (iv) all indebtedness under
guaranties, endorsements, assumptions, or other contractual obligations,
including any letters of credit, or the obligations in respect of, or to
purchase or otherwise acquire, indebtedness of others, (v) all indebtedness
secured by a Lien existing on property owned, subject to such Lien, whether or
not the indebtedness secured thereby shall have been assumed by the owner
thereof, (vi) swaps, hedging or similar agreements, and (vii) all amendments,
renewals, extensions, modifications and refundings of any indebtedness or
obligations referred to in clauses (i) through (vi) above.

         7.2 Liens. No Obligor or subsidiary of an Obligor shall incur, create,
assume or suffer or permit to exist any lien, mortgage, security interest, tax
lien, pledge, encumbrance, financing statement, or conditional sale or title
retention agreement, or any other interest in property designed to secure the
repayment of Indebtedness or any other obligation, whether arising by agreement,
operation of law, or otherwise (each of the foregoing, a "Lien") on any of its
property or assets or on any income or rights in respect of any thereof, except
(the "Permitted Liens"):

                  (a) Liens incurred and arising out of surety bonds, appeal
bonds, statutory obligations, bids, performance and return of money and similar
obligations and pledges or deposits made in the ordinary course of business in
connection with worker compensation, unemployment insurance, old age pensions
and other social security benefits;

                  (b) Liens imposed by law, including carriers', warehousemen's,
mechanics', materialmen's and vendors' liens incurred in the ordinary course of
business and securing obligations which are not yet due or which are being
contested in good faith by appropriate proceedings, and in any such case as to
which it shall have set aside adequate cash reserves in accordance with GAAP;



                                      -22-




                  (c) Liens securing the payment of taxes, assessments and
governmental charges or levies, either not yet due and payable or being
contested in good faith by appropriate legal or administrative proceedings, and
in any such case as to which it shall have set aside adequate cash reserves in
accordance with GAAP;

                  (d) zoning restrictions, easements, licenses, reservations,
provisions, covenants, conditions, waivers, restrictions on the use of property
or minor irregularities of title which do not in the aggregate impair the use of
any parcel of property material to the operation of the business of any Obligor
or its subsidiaries or the value of such property for the purpose of the
business of any Obligor or its subsidiaries;

                  (e) Liens securing purchase money indebtedness; provided,
however, that each such lien does not secure any other indebtedness and does not
encumber any property other than that property acquired with the proceeds of
such indebtedness;

                  (f) extensions and renewals of Liens permitted hereunder;
provided, however, that the indebtedness secured thereby is not increased and
the Lien does not encumber any property not encumbered by the Lien so extended
or renewed;

                  (g) Liens securing capital or operating leases within the
ordinary course of business consistent with past practice;

                  (h) Liens securing Senior Debt;

                  (i) Liens existing on the date of the December Debt Agreement
and listed on Part 3.1(m) of the Disclosure Letter (as defined in the December
Debt Agreement) or Liens listed on Schedule 7.2(i); and

                  (j) Liens securing the notes under the May Debt Agreement.

                  (k) Liens relating to non-domestic accounts receivable.

         7.3 Restricted Payments. No Obligor shall declare or make, or permit
any of its subsidiaries to declare nor make (a) any dividend or other
distribution on any shares of the capital stock of that Obligor or its
subsidiaries (other than (i) in the case of the Company, stock splits, stock
dividends or the distribution of shares of capital stock of the Company pursuant
to the exercise of warrants and dividends payable in the form of the Company's
common stock to holders of the Company's Series D, E, F and G Convertible
Preferred Stock and (ii) in the case of any subsidiary of the Company,
distributions to the Company), or (b) any payment on account of the purchase,
redemption, retirement or acquisition of (i) any shares of capital stock of that
Obligor or its subsidiaries or (ii) any option, warrant or other right to
acquire shares of the capital stock of that Obligor or its subsidiaries.

         7.4 Nature of Business; Place of Business. No Obligor shall conduct, or
permit any of its subsidiaries to conduct, any business or operations other than
the business or operations



                                      -23-




conducted on the date hereof; provided, however, that the Obligors and their
subsidiaries may engage in business or operations that are complementary to the
business and operations of the Company and its subsidiaries. No Obligor shall
change, or permit any of its subsidiaries to change, its corporate structure or
its principal place of business. No Obligor shall change its state of
incorporation without providing thirty (30) days prior written notice to the
Purchasers and executing and delivering, or causing to be executed and
delivered, to the Agent such financing statements and other documents as the
Agent may require to protect, perfect or preserve any lien granted to the Agent
pursuant to the Loan Documents.

         7.5 Charter, Bylaw and Loan Document Amendment. No Obligor shall amend,
modify or supplement its charter or bylaws in any manner that the Purchasers
deem will adversely affect the rights of the Purchasers under this Agreement or
any other Loan Document or their ability to enforce the same or amend, modify or
supplement the Loan Documents without the consent of the Purchasers.

         7.6 Transactions with Affiliates. No Obligor will not enter into, or
permit any of its subsidiaries to enter into, any transaction, including,
without limitation, the purchase, sale, lease or exchange of property, real or
personal, the purchase or sale of any security, the borrowing or lending of any
money, or the rendering of any service, with any person or entity affiliated
with the Company or any of its subsidiaries (including officers, directors and
shareholders owning 3% (three percent) or more of the Company's outstanding
capital stock (other than the holders of the Series G Stock)), except in the
ordinary course of and pursuant to the reasonable requirements of its business
and upon fair and reasonable terms not less favorable than would be obtained in
a comparable arms-length transaction with any other person or entity not
affiliated with the Company.

         7.7 Mergers. No Obligor or any of its subsidiaries shall, in a single
transaction or through a series of related transactions, merge or consolidate
with another corporation or other business entity, except that any wholly-owned
subsidiary of the Company may merge with another wholly-owned subsidiary of the
Company or with the Company (so long as the Company is the surviving
corporation).

         7.8 Asset Sales. No Obligor or any of its subsidiaries shall, directly
or indirectly, in a single transaction or a series of related transactions,
sell, lease, transfer or otherwise dispose of or suffer to be sold, leased,
transferred, abandoned or otherwise disposed of, all or any part of its assets
except: (i) inventory sold in the ordinary course of business; (ii) equipment
sold or disposed of in the ordinary course of business and (iii) non-domestic
accounts receivables.

         7.9 Use of Proceeds. The Company shall not use the net proceeds from
the issuance of the Securities to purchase or carry "margin securities."

         7.10 Contracts. The Company shall prohibit its subsidiaries from
entering into any contract, commitment, understanding, or arrangement by which
the subsidiaries are restricted from making distributions or other payments to
the Company. The Company will not, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement (other than this Agreement,
the Credit Agreement, the December Debt Agreement, the August Debt Agreement



                                      -24-




and the May Debt Agreement) that prohibits, restricts or imposes any condition
upon the ability of the Company to create, incur or permit to exist any Lien
upon any of its property or assets (other than Permitted Liens); provided that
the foregoing shall not apply to customary provisions in capital or operating
leases but solely with respect to the property being leased, and restrictions
and conditions imposed by law or by this Agreement, the Credit Agreement or the
December Debt Agreement, the August Debt Agreement and the May Debt Agreement.

         7.11 Required Percent. As used in this Agreement, the term "Required
Percent" shall mean no less than sixty-six and two-thirds percent (66-2/3 %) of
the then outstanding principal amount of the Subordinated Notes.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

         8.1 Events. In case of the happening of any of the following events
(each, an "Event of Default"):

                  (a) the Company shall fail to make any payment on principal of
the Notes when and as the same shall become due and payable, whether at the due
date thereof, by acceleration or otherwise (a "Principal Payment Default"). A
Principal Payment Default shall be deemed to have occurred notwithstanding the
fact that the Principal Payment Default results from compliance with or
enforcement of the subordination provisions of the Subordination Agreement; or

                  (b) the Company shall fail to pay any premium, interest, fee
or other obligation due hereunder or under the Notes when and as the same shall
become due and payable, whether at the due date thereof, by acceleration or
otherwise (an "Interest Payment Default"). An Interest Payment Default shall not
be deemed to have occurred if the Interest Payment Default results from
compliance with or enforcement of the subordination provisions of the
Subordination Agreement; or

                  (c) the Company shall fail timely to perform its obligations
under Section 2.7(e) hereof; or

                  (d) default shall be made in the due observance or performance
by the Company of any covenant or agreement contained in Section 6.1 or 6.2 or
Article VII of this Agreement, and such default shall continue unremedied for
thirty (30) days after written notice thereof to the Company by the Purchasers;
or

                  (e) default shall be made in the due observance or performance
by the Company of any other covenant or agreement to be observed or performed
under this Agreement or any other Loan Document, and such default shall continue
unremedied for thirty (30) days (or such lesser period as may be required as a
result of such default) after written notice thereof to the Company by the
Purchasers; or



                                      -25-




                  (f) any representation or warranty made by any Obligor
contained in this Agreement or in any other Loan Document or in any certificate,
financial statement or other instrument furnished by or on behalf of the Obligor
pursuant to this Agreement or such other Loan Document shall prove to have been
false or misleading in any material respect when made or furnished; or

                  (g) any Obligor or any of its subsidiaries shall (i)
voluntarily commence any proceeding or file any petition or proposal or any
notice of its intent to commence or file any such proceeding, petition or
proposal seeking relief under the U.S. Bankruptcy Code or any other federal or
state bankruptcy, insolvency or similar law, (ii) consent to the institution of,
or fail to controvert in a timely and appropriate manner, any such proceeding or
the filing of any such petition or proposal, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator or similar official
for any such person or for any substantial part of its property or assets, (iv)
file an answer admitting the material allegations of a petition filed against it
in any such proceeding, (v) make a general assignment for the benefit of
creditors, (vi) fail generally to pay its debts as they become due or (vii) take
any corporate or stockholder action in furtherance of any of the foregoing; or

                  (h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent jurisdiction seeking
(i) relief in respect of any Obligor or any of its subsidiaries or of any
substantial part of the property or assets thereof, under Title 11 of the United
States Code or any other federal, state bankruptcy, insolvency or similar law,
(ii) the appointment of a receiver, trustee, custodian, sequestrator or similar
official for any Obligor or any of its subsidiaries or for any substantial part
of their property or (iii) the winding-up or liquidation of any Obligor or any
of its subsidiaries, and such proceeding, petition or order shall continue
unstayed and in effect for a period of sixty (60) consecutive days; or

                  (i) a final judgment for the payment of money in an amount in
excess of $500,000 shall be rendered by a court or other tribunal against any
Obligor or any of its subsidiaries and shall remain undischarged for a period of
sixty (60) consecutive days during which such judgment and any levy or execution
thereof shall not have been effectively stayed or vacated; or

                  (j) any event shall occur or condition shall exist or fail to
occur or exist if the effect of such occurrence, existence or failure is to
accelerate the maturity of any indebtedness of any Obligor or any of its
subsidiaries in a principal amount in excess of $500,000 or any such
indebtedness shall not be paid when due, whether at maturity, by acceleration or
otherwise, or the holder of any Lien upon property of any Obligor shall commence
foreclosure of such Lien; or

                  (k) any Loan Document shall cease to be in full force and
effect and enforceable against any Obligor in accordance with its terms; or

                  (l) there shall have occurred with respect to the Company a
Change in Control; or



                                      -26-




                  (m) the security interest in the Collateral granted hereunder
shall cease to be, in any material respect, in full force and effect, or shall
cease, in any material respect, to give the Agent for the ratable benefit of the
Purchasers, rights, powers and privileges purported to be created thereby or any
Obligor shall default in the due performance or observance of any material term,
covenant or agreement on its part to be performed or observed pursuant to the
Security Agreement and such default shall continue for thirty (30) or more days
after written notice to the Company; or

                  (n) any Obligor or an ERISA Affiliate (as defined in the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")) shall
fail to pay when due an amount or amounts aggregating in excess of $500,000
which it shall have become liable to pay under Title IV of ERISA; or notice of
intent to terminate an "employee pension benefit plan" (a "Benefit Plan") shall
be filed under Title IV of ERISA by any ERISA Affiliate, any plan administrator
or any combination of the foregoing; or the PBGC shall institute proceedings
under Title IV of ERISA to terminate, to impose liability (other than for
premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be
appointed to administer any Benefit Plan; or a condition shall exist by reason
of which the PBGC would be entitled to obtain a decree adjudicating that any
Benefit Plan must be terminated; or there shall occur a complete or partial
withdrawal from or a default, within the meaning of Section 4219 (c) (5) of
ERISA, with respect to, one or more multi-employer plans which could cause one
or more ERISA Affiliates to incur a payment obligation in excess of $500,000; or

                  (o) there shall occur a material breach by the Company of its
obligations under the Warrants; or

                  (p) payment of any amount due under the Notes, except for
accrued interest, is prevented due to compliance with or enforcement of the
subordination provisions of the Subordination Agreement, or any amounts
previously paid to the Purchasers must be repaid or held in trust by the
Purchasers due to compliance with or enforcement of the subordination provisions
contained in the Subordination Agreement; or

                  (q) there shall have occurred any event which would constitute
a Material Adverse Effect; or

                  (r) any Guarantor shall assert that its obligations hereunder
or under any other Loan Document shall be invalid or unenforceable or that it
has no further obligations or liabilities hereunder; or

                  (s) any Obligor shall fail to pay when due and after passage
of any applicable notice and cure periods (whether upon acceleration or
otherwise) any Indebtedness;

then, and in any such event, and at any time thereafter during the continuance
of such event, subject to the terms of the Subordination Agreement or the
holders of the Required Percent, by notice to the Company, take any of the
following actions at the same or different times: (i) terminate forthwith the
commitment hereunder to purchase the Notes and (ii) declare the Notes (if
outstanding) to be forthwith due and payable, whereupon the entire unpaid
principal of the



                                      -27-




Notes, together with accrued interest thereon, the then applicable redemption
premium, if any, and all other obligations, shall become forthwith due and
payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by the Company, anything contained
herein or in the Notes or the other Loan Documents to the contrary
notwithstanding (except for the Subordination Agreement), and (iii) exercise any
and all other remedies provided under any Loan Document upon the occurrence and
continuance of an Event of Default.

Notwithstanding the foregoing, in the case of an Event of Default arising under
subsections (g) or (h) of Section 8.1 hereof with respect to the Company or any
subsidiary of the Company, all outstanding Notes will ipso facto become due and
payable without further action or notice.

         8.2 Conflict with Subordination Agreement. All rights and remedies of
the Agent and the Purchasers under this Agreement and all covenants and
obligations of the Company hereunder, are subject to the terms and conditions of
the Subordination Agreement. In the event of any conflict between the terms of
this Agreement and the terms of the Subordination Agreement, the terms of the
Subordination Agreement shall control.

                                   ARTICLE IX

                                      AGENT

         9.1 Appointment and Authorization. Each of the Purchasers hereby
irrevocably appoints the Agent as its agent and authorizes the Agent to take
such actions on its behalf and to exercise such powers as are delegated to the
Agent by the terms of this Agreement and the other Loan Documents, together with
such actions and powers as are reasonably incidental thereto.

         9.2 Agent's Right as a Purchaser. The Purchaser serving as the Agent
hereunder shall have the same rights and powers in its capacity as a Purchaser
hereunder as any other Purchaser and may exercise the same as though it were not
the Agent, and the Agent and its affiliates may generally engage in any kind of
business with the Company or any subsidiary or other affiliate thereof as if it
were not the Agent hereunder.

         9.3 Agent's Duties. The Agent shall not have any duties or obligations
except those expressly set forth in this Agreement and the other Loan Documents.
Without limiting the generality of the foregoing, (a) the Agent shall not be
subject to any fiduciary or other implied duties, regardless of whether an Event
of Default has occurred and is continuing, (b) the Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by this Agreement and the
other Loan Documents, and (c) except as expressly set forth herein and in the
other Loan Documents, the Agent shall not have any duty to disclose, nor shall
be liable for the failure to disclose, any information relating to the Company
or any of its subsidiaries that is communicated to or obtained by the Agent or
any of its affiliates in any capacity. The Agent shall be not liable for any
action taken or not taken by it with the consent or at the request of the
Purchasers, or in the absence of its own gross negligence or willful misconduct.
The Agent shall not be deemed to have knowledge of any Event of Default unless
and until written notice thereof is given to the



                                      -28-




Agent by the Company or a Purchaser, and the Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in, or in connection with, this Agreement or the other Loan
Documents, (ii) the contents of any certificate, report or other document
delivered hereunder or under any of the other Loan Documents or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or in any
other Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, the other Loan Documents or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article V or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Agent. The Agent shall not, except to the extent
the Agent is expressly instructed by the Purchasers with respect to the
Collateral hereunder, be required to initiate or conduct any litigation or
collection proceedings hereunder or under any other Loan Document; provided,
however, that the Agent shall not be required to take any action that exposes
the Agent to personal liability or that is contrary to the Loan Documents or
applicable law.

         9.4 Reliance by Agent. The Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper person. The
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper person, and shall not incur any
liability for relying thereon. The Agent may consult with legal counsel (who may
be counsel for the Company), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts. The
Agent shall be fully justified in failing or refusing to take any action under
this Agreement or any other Loan Document unless it shall first receive such
advice or concurrence of the Purchasers as it deems appropriate or it shall
first be indemnified to its satisfaction by the Purchasers against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take any such action (it being understood that this provision
shall not release the Agent from performing any action with respect to the
Company expressly required to be performed by it pursuant to the terms hereof)
under this Agreement. The Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement and the other Loan Documents
in accordance with a request of the Purchasers, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the
Purchasers and all future holders of the Notes.

         9.5 Purchasers' Independent Decisions. Each Purchaser acknowledges that
it has, independently and without reliance upon the Agent or any other Purchaser
and based on such documents and information as it has deemed appropriate, made
its own decision to enter into this Agreement. Each Purchaser also acknowledges
that it will, independently and without reliance upon the Agent or any other
Purchaser and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement and the other Loan Documents,
any related agreement or any document furnished hereunder or thereunder. Except
as explicitly provided herein, the Agent has no duty or responsibility, either
initially or on a continuing basis, to provide any Purchaser with any
information with respect to such operations, business, property,



                                      -29-




condition or creditworthiness, whether such information comes into its
possession on or before the first Event of Default or at any time thereafter.
The Agent shall not be deemed a trustee or other fiduciary on behalf of any
party.

         9.6 Indemnification. Each Purchaser agrees to indemnify and hold
harmless the Agent (to the extent not reimbursed under Section 12.9, but without
limiting the obligations of the Obligors under Section 12.9) ratably in
accordance with the aggregate principal amount of the respective Notes held by
the Purchasers for any and all liabilities (including pursuant to any
environmental law), obligations, losses, damages, penalties, actions, judgments,
deficiencies, suits, costs, expenses (including reasonable attorneys' fees) or
disbursements of any kind and nature whatsoever that may be imposed on, incurred
by or asserted against the Agent (including by any Purchaser) arising out of or
by reason of any investigation in or in any way relating to or arising out of
any Loan Document or any other documents contemplated by or referred to therein
for any action taken or omitted to be taken by the Agent under or in respect of
any of the Loan Documents or other such documents or the transactions
contemplated thereby (including the costs and expenses that the Obligors are
obligated to pay under Section 12.9, but excluding, unless an Event of Default
has occurred and is continuing, normal administrative costs and expenses
incident to the performance of its agency duties hereunder) or the enforcement
of any of the terms hereof or thereof or of any such other documents; provided,
however, that no Purchaser shall be liable for any of the foregoing to the
extent they are determined by a court of competent jurisdiction in a final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of the party to be indemnified. The agreements set forth in this
Section 9.6 shall survive the payment of all Notes and other obligations
hereunder and shall be in addition to and not in lieu of any other
indemnification agreements contained in any other Loan Document.

                                    ARTICLE X

                             AMENDMENTS AND WAIVERS

         The Company and the holders of the Notes may amend, supplement or waive
any provision of this Agreement and the Notes with the written consent of the
holders of the Required Percent. Notwithstanding the foregoing, without the
consent of each holder of the Notes affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting holder of Notes):

                  (a) reduce the aggregate principal amount of the Notes held by
any holder;

                  (b) reduce the principal of or change the fixed maturity of
any Note or alter the provisions with respect to the redemption of the Notes;

                  (c) reduce the rate of or change the time for payment of
interest on any Note;

                  (d) waive an Event of Default in the payment of principal of
or premium, if any, or interest on the Notes (except a rescission of
acceleration of the Notes by the holders of the Required Percent and a waiver of
the payment default that resulted from such acceleration);



                                      -30-




                  (e) make any Note payable in money other than that stated
herein or in the Notes;

                  (f) make any change in the provisions of this Agreement
relating to waivers of past Events of Default or the rights of holders of Notes
to receive payments of principal of or interest on the Notes;

                  (g) waive a payment of a premium or mandatory redemption with
respect to any Note; or

                  (h) make any change in the foregoing amendment and waiver
provisions.

                                   ARTICLE XI

                                    GUARANTEE

         11.1 The Guarantee. Subject to the terms of the Subordination
Agreement, each Guarantor hereby jointly and severally guarantees to each
Purchaser and the Agent and their respective successors and assigns the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the principal of and interest on the Notes and all other amounts
from time to time owing to the Purchasers or the Agent by the Company hereunder
or under any other Loan Document, in each case strictly in accordance with the
terms hereof and thereof (such obligations being herein collectively called the
"Guaranteed Obligations"). Each Guarantor hereby further agrees that if the
Company shall fail to pay in full when due (whether at stated maturity, by
acceleration or otherwise) any of the Guaranteed Obligations, each Guarantor
will promptly pay the same, without any demand or notice whatsoever, and that in
the case of any extension of time of payment or renewal of any of the Guaranteed
Obligations, the same will be promptly paid in full when due (whether at
extended maturity, by acceleration or otherwise) in accordance with the terms of
such extension or renewal.

         11.2 Obligations Unconditional. Subject to the terms of the
Subordination Agreement, the obligations of each Guarantor under Section 11.1
are absolute and unconditional irrespective of the value, genuineness, validity,
regularity or enforceability of this Agreement, the other Loan Documents or any
other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 11.2 that the obligations of the
Guarantors hereunder shall be absolute and unconditional under any and all
circumstances. Without limiting the generality of the foregoing, it is agreed
that the occurrence of any one or more of the following shall not alter or
impair the liability of the Guarantors hereunder which shall remain absolute and
unconditional as described above:



                                      -31-




         (a) at any time or from time to time, without notice to such
Guarantors, the time for any performance of or compliance with any of the
Guaranteed Obligations shall be extended, or such performance or compliance
shall be waived;

         (b) any of the acts mentioned in any of the provisions hereof or of the
other Loan Documents or any other agreement or instrument referred to herein or
therein shall be done or omitted;

         (c) the maturity of any of the Guaranteed Obligations shall be
accelerated, or any of the Guaranteed Obligations shall be modified,
supplemented or amended in any respect, or any right hereunder or under the
other Loan Documents or any other agreement or instrument referred to herein or
therein shall be waived or any other guarantee of any of .the Guaranteed
Obligations or any security therefor shall be released or exchanged in whole or
in part or otherwise dealt with; or

         (d) any lien or security interest granted to, or in favor of, the Agent
or any Purchaser or Purchasers as security for any of the Guaranteed Obligations
shall fail to be perfected.

         The Guarantors hereby expressly waive diligence, presentment, demand of
payment, protest and all notices whatsoever, and any requirement that the Agent
or any Purchaser exhaust any right, power or remedy or proceed against the
Company hereunder or under the other Loan Documents or any other agreement or
instrument referred to herein or therein, or against any other Person under any
other guarantee of, or security for, any of the Guaranteed Obligations.

         11.3 Reinstatement. The obligations of each Guarantor under this
Article XI shall be automatically reinstated if and to the extent that for any
reason any payment by or on behalf of the Company in respect of the Guaranteed
Obligations is rescinded or must be otherwise restored by any holder of any of
the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy
or reorganization or otherwise, and each of the Guarantors agrees that it will
indemnify the Agent and each Purchaser on demand for all reasonable costs and
expenses (including fees and expenses of counsel) incurred by the Agent or any
Purchaser in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

         11.4 Subrogation. Until such time as the Guaranteed Obligations shall
have been indefensibly paid in full, each Guarantor hereby waives all rights of
subrogation or contribution, whether arising by contract or operation of law
(including, without limitation, any such right arising under the Federal
Bankruptcy Code of 1978, as amended) or otherwise by reason of any payment by it
pursuant to the provisions of this Article XI and further agrees with the
Company for the benefit of each of its creditors (including, without limitation,
each Purchaser and the Agent) that any such payment by it shall constitute a
contribution of capital by such Guarantor to the Company.

         11.5 Remedies. Each Guarantor agrees that, as between such Guarantor
and the Purchasers, the obligations of the Company hereunder may be declared to
be forthwith due and



                                      -32-




payable as provided in Section 8, Section 2.5 or Section 2.7, as applicable (and
shall be deemed to have become automatically due and payable in the
circumstances provided in Section 8.1, Section 2.5 or Section 2.7, as
applicable) for purposes of Section 11.1 notwithstanding any stay, injunction or
other prohibition preventing such declaration (or such obligations from becoming
automatically due and payable) as against the Company and that, in the event of
such declaration (or such obligations being deemed to have become automatically
due and payable), such obligations (whether or not due and payable by the
Company) shall forthwith become due and payable by such Guarantor for purposes
of Section 11.1.

         11.6 Instrument for the Payment of Money. Each Guarantor hereby
acknowledges that the guarantee in this Article XI constitutes an instrument for
the payment of money, and consents and agrees that any Purchaser or the Agent,
at its sole option, in the event of a dispute by the Guarantors in the payment
of any moneys due hereunder, shall have the right to summary judgment or such
other expedited procedure as may be available for a suit on a note or other
instrument for the payment of money.

         11.7 Continuing Guarantee. The guarantee in this Article XI is a
continuing guarantee, and shall apply to all Guaranteed obligations whenever
arising.

         11.8 Rights of Contribution. The Guarantors hereby agree, as between
themselves, that if any Guarantor shall become an Excess-Funding Guarantor (as
defined below) by reason of the payment by such Guarantor of any Guaranteed
Obligations, each other Guarantor shall, on demand of such Excess Funding
Guarantor (but subject to the next sentence), pay to such Excess Funding
Guarantor an amount equal to such Guarantor's Pro Rata Share (as defined below
and determined, for this purpose, without reference to the properties, debts and
liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined
below) in respect of such Guaranteed Obligations. The payment obligation of a
Guarantor to any Excess Funding Guarantor under this Section 11.8 shall be
subordinate and subject in right of payment to the prior payment in full of the
obligations of such Guarantor under the other provisions of this Article XI and
such Excess Funding Guarantor shall not exercise any right or remedy with
respect to such excess until payment and satisfaction in full of all of such
obligations.

         For purposes of this Section 11.8, (i) "Excess Funding Guarantor"
means, in respect of any Guaranteed Obligations, a Guarantor that has paid an
amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii)
"Excess Payment" means, in respect of any Guaranteed Obligations, the amount
paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such
Guaranteed Obligations and (iii) "Pro Rata Share" means, for any Guarantor, the
ratio (expressed as a percentage) of (x) the amount by which the aggregate
present fair saleable value of all properties of such Guarantor (excluding any
shares of stock of, or ownership interest in, any other Guarantor) exceeds the
amount of all the debts and liabilities of such Guarantor (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the
obligations of such Guarantor hereunder and any obligations of any other
Guarantor that have been Guaranteed by such Guarantor) to (y) the amount by
which the aggregate fair saleable value of all properties of all of the Obligors
exceeds the amount of all the debts and liabilities (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the



                                      -33-




obligations of the Company and the Guarantors hereunder and under the other Loan
Documents) of all of the Obligors, determined as of the Closing Date.

         11.9 General Limitation on Guarantee Obligations. In any action or
proceeding involving any state or non-U.S. corporate law, or any state or
Federal or non-U.S. bankruptcy, insolvency, reorganization or other law
affecting the rights of creditors generally, if the obligations of any Guarantor
under Section 11.1 would otherwise, taking into account the provisions of
Section 11.8, be held or determined to be void, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount of
its liability under Section 11.1, then, notwithstanding any other provision
hereof to the contrary, the amount of such liability shall, without any further
action by such Guarantor, any Purchaser, the Agent or other Person, be
automatically limited and reduced to the highest amount that is valid and
enforceable and not subordinated to the claims of other creditors as determined
in such action or proceeding.

                                   ARTICLE XII

                                  MISCELLANEOUS

         12.1 Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be deemed to have been
received (a) upon hand delivery (receipt acknowledged) or delivery by telex
(with correct answer back received), telecopy or facsimile (with transmission
confirmation report) at the address or number designated below (if delivered on
a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered on a
business day after during normal business hours where such notice is to be
received); or (b) on the business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:

         If to the Company:         Sheldahl, Inc.
                                    1150 Sheldahl Road
                                    Northfield, MN 55057-9444
                                    Attn:   Benoit Pouliquen
                                    Fax:    (507) 663-8326 or
                                    (507) 663-8435

         With copies to:            Lindquist & Vennum P.L.L.P.
                                    4200 IDS Center
                                    80 South Eighth Street
                                    Minneapolis MN 55402
                                    Attn:   Charles P. Moorse, Esq.
                                    Fax:    (612) 371-3207

         If to a Purchaser:         To the address set forth on Schedule II
                                    attached hereto.



                                      -34-




or such other address as may be designated in writing hereafter, in the same
manner, by such person.

         12.2 Headings. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.

         12.3 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and permitted assigns.
Neither the Company nor any Purchaser may assign this Agreement or any rights or
obligations hereunder without the prior written consent of the other.
Notwithstanding anything to the contrary contained herein, each Purchaser may
assign its rights hereunder in connection with any sale or transfer of such
Purchaser's Securities to any "Affiliate" or "Associate" (as such terms are
defined in Rule 12b-2 under the Exchange Act) of such Purchaser as long as the
transferee Affiliate or Associate agrees in writing to be bound by the
applicable provisions of this Agreement, in which case the term "Purchaser"
shall be deemed to refer to such transferee as though such transferee were an
original signatory hereto.

         12.4 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

         12.5 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of Minnesota
without regard to the principles of conflicts of law thereof.

         12.6 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become binding with respect to each Purchaser on the
date the acceptance form hereto is executed by such Purchaser and with respect
to the Company on the date executed by the Company, it being understood that
both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

         12.7 Severability. In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.

         12.8 Survival of Representations and Warranties. The representations
and warranties made in this Agreement, or in any instrument delivered pursuant
to this Agreement shall survive indefinitely. All covenants and agreements shall
survive in accordance with their respective terms.



                                      -35-




         12.9 Indemnity: Expenses.

         (a) The Obligors jointly and severally agree to pay, or reimburse the
Agent or the Purchasers, as applicable, for paying, (i) all reasonable
out-of-pocket expenses incurred by the Agent and the Purchasers and their
respective affiliates, including the reasonable fees, charges and disbursements
of its legal counsel, in connection with the preparation of this Agreement and
the other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all out-of-pocket expenses
incurred by the Agent, or any Purchaser, including the fees, charges and
disbursements of any counsel for the Agent or any Purchaser, in connection with
the enforcement or protection of its rights in connection with this Agreement
and the other Loan Documents, including its rights under this Section 12.9, or
in connection with the Notes, including in connection with any workout,
restructuring or negotiations in respect thereof, and (iii) all taxes levied by
any governmental authority in respect of this Agreement or any of the other Loan
Documents or any other document referred to herein or therein and all costs,
expenses, taxes, assessments and other charges incurred in connection with any
filing, registration, recording or perfection of any security interest
contemplated by any Loan Document or any other document referred to therein.

         (b) The Obligors jointly and severally agree to indemnify the Agent and
each Purchaser and each of their respective affiliates (each such Person being
called an "Indemnitee") against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related expenses, including the
fees, charges and disbursements of any counsel for any Indemnitee and settlement
costs, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement, the other Loan Documents or any agreement or instrument contemplated
hereby, the performance by the parties hereto and thereto of their respective
obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or any other transactions contemplated hereby or thereby,
(ii) any Note or the use of the proceeds therefrom, (iii) any actual or alleged
presence or release of hazardous materials on or from any property owned, leased
or operated by any Obligor or any of its subsidiaries, or any environmental
liability related in any way to any Obligor or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee. In connection with any such claim, litigation, investigation or
proceeding involving claims brought by any party other than the Obligors, the
Agent and each Purchaser shall give any Obligor subject to such claim the
opportunity to participate in the defense against such claim and shall not
settle any such claim, litigation, investigation or proceeding without the
written consent of such Obligor.

         (c) To the extent that the Obligors fail to pay any amount required to
be paid by them to the Agent under paragraph (a) or (b) of this Section 12.9,
each Purchaser severally agrees to pay to the Agent such unpaid amount in
accordance with such Purchaser's respective



                                      -36-




commitment as set forth on Schedule II hereto; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Agent in its capacity as
such.

         (d) To the extent permitted by applicable law, each Obligor shall not
assert, and each Obligor hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement, the other Loan Documents or any agreement or
instrument contemplated hereby or thereby, the transactions contemplated hereby,
any Note or the use of the proceeds thereof.

         (e) All amounts due under this Section 12.9 shall be payable promptly
after written demand therefor, provided that all fees and expenses (including
reasonable attorneys' fees) referred to in Section 12.9(a)(i) incurred in
connection with the negotiation and preparation of this Agreement and the other
Loan Documents shall be paid on the Closing Date.

         (f) Conflict among Agreements. The Company, the Purchasers and
Ampersand IV Companion Fund Limited Partnership agree that notwithstanding any
provision to the contrary in the December Debt Agreement, the May Debt Agreement
or the August Debt Agreement, the priority for payments upon a mandatory or
optional prepayment of the Notes or of any indebtedness or other obligations
arising under those agreements shall be made in the order of priority set forth
in Sections 2.4(c) and 2.5(a) of this Agreement.

         12.11 Registration Rights. The Purchasers are hereby granted the
registration rights with respect to any shares issued or issuable upon exercise
of the Warrants (the "Warrant Shares") on the same terms set forth in the
Registration Rights Agreement, dated as of December 28, 2000, among the Company
and the individuals and entities listed on Schedule I to that agreement (the
"Registration Rights Agreement"), mutatis mutandis, provided, however, that the
Company shall be required to file a Shelf Registration Statement (as defined in
the Registration Rights Agreement) only at such time as the Company is eligible
to register for resale the Warrant Shares on Form S-3 (or any successor form)
and, provided further, that the Company shall not be required to file a Shelf
Registration Statement unless and until a Purchaser has made a written request
therefor.

         12.12 Entire Agreement. This Agreement, together with the Exhibits and
Schedules attached hereto and the other Loan Documents contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral or written, with
respect to such matters.



                                      -37-




         IN WITNESS WHEREOF, each Obligor has caused this Agreement to be duly
executed by its authorized representative and each Purchaser has caused this
Agreement to be executed by signing in counterpart the acceptance form attached
to this Agreement.

                           OBLIGORS:

                           COMPANY:

                           SHELDAHL, INC.


                           By:   /s/ Benoit Y. Pouliquen
                              --------------------------------------------------
                                 Name:  Benoit Y. Pouliquen
                                 Title: President and Chief Executive Officer


                           GUARANTORS:

                           INTERNATIONAL FLEX HOLDINGS, INC.


                           By:   /s/ Benoit Y. Pouliquen
                              --------------------------------------------------
                                 Name:  Benoit Y. Pouliquen
                                 Title: President and Chief Executive Officer

                           INTERNATIONAL FLEX TECHNOLOGIES, INC.


                           By:   /s/ Benoit Y. Pouliquen
                              --------------------------------------------------
                                 Name:  Benoit Y. Pouliquen
                                 Title: President and Chief Executive Officer

                           AGENT:

                           MORGENTHALER PARTNERS VII, L.P.,
                                    as Agent for the Purchasers

                           By: /s/ John D. Lutsi
                              --------------------------------------------------
                                 Name:  John D. Lutsi
                                 Title: General Partner




                                      -38-





                                   ACCEPTANCE

         The undersigned hereby accepts the terms and conditions set forth in
the Subordinated Notes and Warrant Purchase Agreement, dated October 25, 2001,
among Sheldahl, Inc., a Minnesota corporation (the "Company"), the wholly-owned
subsidiaries of the Company listed on Schedule I attached thereto, as
guarantors, and certain Purchasers listed in Schedule II attached thereto, and
Morgenthaler Partners VII, L.P., as Agent for the Purchasers, as the terms and
conditions applicable to the purchase of Notes and Warrants of the Company by
the undersigned. By execution of this Acceptance, the undersigned hereby makes
each of the representations contained in Section 3.2 of the Subordinated Notes
and Warrant Purchase Agreement.

                             PURCHASER:

                             MOLEX INCORPORATED


                             By:  /s/ Robert Mahoney
                                ------------------------------------------------
                                  Name:    Robert Mahoney
                                  Title: Vice President, Chief Financial Officer







                                   ACCEPTANCE

         The undersigned hereby accepts the terms and conditions set forth in
the Subordinated Notes and Warrant Purchase Agreement, dated October 25, 2001,
among Sheldahl, Inc., a Minnesota corporation (the "Company"), the wholly-owned
subsidiaries of the Company listed on Schedule I attached thereto, as
guarantors, and certain Purchasers listed in Schedule II attached thereto, and
Morgenthaler Partners VII, L.P., as Agent for the Purchasers, as the terms and
conditions applicable to the purchase of Notes and Warrants of the Company by
the undersigned. By execution of this Acceptance, the undersigned hereby makes
each of the representations contained in Section 3.2 of the Subordinated Notes
and Warrant Purchase Agreement.

                             PURCHASER:

                             MORGENTHALER VENTURE PARTNERS VII, L.P.


                             By: /s/ John D. Lutsi
                                ------------------------------------------------
                                    Name:  John D. Lutsi
                                    Title: General Partner







                                   ACCEPTANCE

         The undersigned hereby accepts the terms and conditions set forth in
the Subordinated Notes and Warrant Purchase Agreement, dated October 25, 2001,
among Sheldahl, Inc., a Minnesota corporation (the "Company"), the wholly-owned
subsidiaries of the Company listed on Schedule I attached thereto, as
guarantors, and certain Purchasers listed in Schedule II attached thereto, and
Morgenthaler Partners VII, L.P., as Agent for the Purchasers, as the terms and
conditions applicable to the purchase of Notes and Warrants of the Company by
the undersigned. By execution of this Acceptance, the undersigned hereby makes
each of the representations contained in Section 3.2 of the Subordinated Notes
and Warrant Purchase Agreement.

                             PURCHASER:

                             AMPERSAND IV LIMITED PARTNERSHIP

                             By: AMP-IV MANAGEMENT COMPANY
                                 LIMITED LIABILITY COMPANY


                             By: /s/ Stuart A. Auerbach
                                ------------------------------------------------
                                  Name:  Stuart A. Auerbach
                                  Title: Managing Member









                                   ACCEPTANCE

         The undersigned hereby acknowledges, agrees to and accepts the terms
set forth in Section 12.10 of the Subordinated Notes and Warrant Purchase
Agreement, dated October 25, 2001, among Sheldahl, Inc., a Minnesota corporation
(the "Company"), the wholly-owned subsidiaries of the Company listed on Schedule
I attached thereto, as guarantors, and certain Purchasers listed in Schedule II
attached thereto, and Morgenthaler Partners VII, L.P., as Agent for the
Purchasers.

                             AMPERSAND IV COMPANION FUND
                             LIMITED PARTNERSHIP

                             By: AMP-IV MANAGEMENT COMPANY
                                 LIMITED LIABILITY COMPANY

                             By: /s/ Stuart A. Auerbach
                                ------------------------------------------------
                                  Name:  Stuart A. Auerbach
                                  Title: Managing Member







                                                                     SCHEDULE II

                             SCHEDULE OF GUARANTORS


NAME OF GUARANTOR                                   JURISDICTION OF ORGANIZATION
-----------------                                   ----------------------------
International Flex Holdings, Inc.                   Delaware
International Flex Technologies, Inc.               Delaware









                                                                     SCHEDULE II

                             SCHEDULE OF PURCHASERS



                                                                               
Purchaser                  Morgenthaler Partners              Ampersand IV              Molex Incorporated
                           VII, L.P.                          Limited Partnership       222 Wellington Court
                           Terminal Tower                     55 William Street         Lisle, IL 60532
                           50 Public Square                   Suite 240                 Attn: Bob Mahoney
                           Suite 2700                         Wellesley, MA
                           Cleveland, OH 44113                02481
                           Attn: John D. Lutsi                Attn: Stuart A. Auerbach

Principal Amount           $4,600,000                         $1,200,000                 $1,200,000
of Notes Purchased
at Closing

Number of Warrants

State of Residence/
Incorporation              Delaware                           Massachusetts              Illinois


Common Shares
Issuable upon              2,058,234                          536,931                   536,931
Exercise of the
Warrants

EX-4.2

                                                                     EXHIBIT 4.2


                                    EXHIBIT A

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.

THIS NOTE IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY MORGENTHALER
PARTNERS VII, L.P., AMPERSAND IV LIMITED PARTNERSHIP AND MOLEX INCORPORATED IN
FAVOR OF WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION DATED AS OF OCTOBER
25, 2001 (THE "SUBORDINATION AGREEMENT").

                                 SHELDAHL, INC.

                                      NOTE

$_________                                                      October 25, 2001

         FOR VALUE RECEIVED, Sheldahl, Inc., a Minnesota corporation (the
"Company"), hereby promises to pay to the order of ___________________, a
Delaware limited partnership (the "Holder"), the principal sum of
_______________ ______________________________________ ($_________), on the
Maturity Date (as defined in the Purchase Agreement referred to below) together
with interest (computed on the basis of a 360 day year, so that 1/360th of the
annualized interest will accrue for each day that principal is outstanding) from
the date hereof until the date the unpaid balance of this Note and all amounts
payable in connection herewith have been paid to the Holder in full at the rate
of interest set forth in the Purchase Agreement. Accrued interest shall be paid
quarterly in arrears on January 1, April 1, July 1 and October 1 of each year,
beginning January 1, 2002. To the extent the Subordination Agreement prohibits
the Company from paying accrued interest, such accrued interest shall continue
to accrue until, and shall be payable at, such time as the Subordination
Agreement or any subordination agreement entered into by the Holder with any
other senior lender does not prohibit such payment. To the extent that any such
subordination agreement prohibits the payment of accrued interest, such
non-payment shall not be deemed a default in the Company's obligations
hereunder.

         Payments of principal of, interest on and fees in connection with this
Note are to be made in lawful money of the United States of America as provided
in the Purchase Agreement. All amounts payable in connection herewith shall be
paid in cash. Payments







shall be made to the Holder at such place and by such means as provided in the
Purchase Agreement.

         This Note is one of the notes issued pursuant to a Subordinated Notes
and Warrant Purchase Agreement, dated as of October 25, 2001 (as from time to
time amended, the "Purchase Agreement"), among the Company, as issuer, and the
Purchasers signatory thereto.

         This Note is entitled to the benefits of, and evidences obligations
incurred under, the Purchase Agreement, to which reference is made for a
description of the security for this Note and for a statement of the terms and
conditions relating to prepayment and repayment of the obligations evidenced
hereby. This Note may be subject to redemption prior to the Maturity Date, as
provided in the Purchase Agreement.

         In case an Event of Default (as defined in the Purchase Agreement)
shall occur and be continuing, the principal of and accrued interest on this
Note may be declared to be due and payable in the manner and with the effect
provided in the Purchase Agreement.

         The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.

         THIS NOTE SHALL BE GOVERNED AND CONSTRUED UNDER THE LAWS OF THE STATE
OF MINNESOTA.


                                           SHELDAHL, INC.


                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:

EX-4.3

                                                                     EXHIBIT 4.3


                                    EXHIBIT B

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.


                                     WARRANT

                               FOR COMMON STOCK OF

                                 SHELDAHL, INC.


Warrant No. ____

         THIS CERTIFIES that, for value received ________________,
________________, or its permitted assigns (collectively, the "Holder"), is
entitled to purchase from Sheldahl, Inc., a Minnesota corporation (the
"Company"), at any time, and from time to time, during the exercise period
referred to in Section 1 hereof ____________________________________ fully paid,
validly issued and nonassessable shares (the "Warrant Shares") of common stock
of the Company, par value $0.25 (the "Common Stock"), at the exercise price of
$.01 per share (the "Warrant Price"). Securities issuable upon exercise of this
Warrant and the exercise price payable therefor are subject to adjustment from
time to time as hereinafter set forth. As used herein, the term "Warrant" shall
include any warrant or warrants hereafter issued in consequence of the exercise
of this Warrant in part or transfer of this Warrant in whole or in part. This
Warrant is being issued pursuant to that certain Subordinated Notes and Warrant
Purchase Agreement dated as of October 25, 2001 between the Company, and the
Holder and other parties named therein (the "Purchase Agreement").

         1. Exercise; Payment for Ownership Interest.

         (a) Upon the terms and subject to the conditions set forth herein, this
Warrant may be exercised in whole or in part by the Holder hereof at any time,
or from time to time, on or after the Closing (as defined in the Purchase
Agreement) and prior to 5 p.m. Minneapolis time on the seventh anniversary of
the date of the Closing, by presentation







and surrender of this Warrant to the principal offices of the Company, or at the
office of its Transfer Agent (as hereinafter defined), if any, together with the
Purchase Form annexed hereto, duly executed, and accompanied by payment to the
Company of an amount equal to the Warrant Price multiplied by the number of
Warrant Shares as to which this Warrant is then being exercised. The Holder of
this Warrant shall be deemed to be a shareholder of the Warrant Shares as to
which this Warrant is exercised in accordance herewith effective immediately
after the close of business on the date on which the Holder shall have delivered
to the Company this Warrant in proper form for exercise and payment of the
Warrant Price for the number of Warrant Shares as to which the exercise is being
made, notwithstanding that the stock transfer books of the Company shall be then
closed or that certificates representing such Warrant Shares shall not then be
physically delivered to the Holder.

         (b) All or any portion of the Warrant Price may be paid by surrendering
Warrants effected by presentation and surrender of this Warrant to the Company,
or at the office of its Transfer Agent, if any, with a Cashless Exercise Form
annexed hereto duly executed (a "Cashless Exercise"). Such presentation and
surrender shall be deemed a waiver by the Company of the Holder's obligation to
pay all or any portion of the aggregate Warrant Price. Except as provided in
Section 3(b) below, in the event of a Cashless Exercise, the Holder shall
exchange its Warrant for that number of shares of Common Stock determined by
multiplying the number of Warrant Shares for which the Holder desires to
exercise this Warrant by a fraction, the numerator of which shall be the
difference between the then current market price per share of the Common Stock
and the Warrant Price, and the denominator of which shall be the then current
market price per share of Common Stock. For purposes of any computation under
this Section 1(b), the then current market price per share of Common Stock at
any date shall be deemed to be the average for the ten consecutive business days
immediately prior to the Cashless Exercise of the daily closing prices of the
Common Stock on the principal national securities exchange on which the Common
Stock is admitted to trading or listed, or if not listed or admitted to trading
on any such exchange, the closing prices as reported by the Nasdaq National
Market or, if applicable, the Nasdaq SmallCap Market, or if not then included
for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market, the
average of the highest reported bid and lowest reported asked prices as reported
by the OTC Bulletin Board or the National Quotations Bureau, as the case may be,
or if not then publicly traded, the fair market price, not less than book value
thereof, of the Common Stock as determined in good faith by the independent
members of the Board of Directors of the Company.

         (c) If this Warrant shall be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a new
Warrant evidencing the rights of the Holder thereof to purchase the balance of
the Warrant Shares purchasable hereunder as to which the Warrant has not been
exercised. If this Warrant is exercised in part, such exercise shall be for a
whole number of Warrant Shares. Upon any exercise







and surrender of this Warrant, the Company (i) will issue and deliver to the
Holder a certificate or certificates in the name of the Holder for the largest
whole number of Warrant Shares to which the Holder shall be entitled and, if
this Warrant is exercised in whole, in lieu of any fractional Warrant Share to
which the Holder otherwise might be entitled, cash in an amount equal to the
fair value of such fractional Warrant Share (determined in such reasonable and
equitable manner as the Board of Directors of the Company shall in good faith
determine), and (ii) will deliver to the Holder such other securities,
properties and cash which the Holder may be entitled to receive upon such
exercise, or the proportionate part thereof if this Warrant is exercised in
part, pursuant to the provisions of this Warrant.

         2. Anti-Dilution Provisions. The Warrant Price in effect at any time
and the number and kind of securities issuable upon exercise of this Warrant
shall be subject to adjustment from time to time upon happening of certain
events as follows:

         2.1 Reorganization, Reclassification, Consolidation, Merger or Sale. If
any capital reorganization, reclassification or any other change of capital
stock of the Company, or any consolidation or merger of the Company with another
person, or the sale or transfer of all or substantially all of its assets to
another person shall be effected in such a way that holders of shares of Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for their shares of Common Stock, then provision shall be made by
the Company, in accordance with this Section 2.1, whereby the Holder hereof
shall thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in this Warrant and in addition to or in
exchange for, as applicable, the Warrant Shares subject to this Warrant
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such securities or assets as would have been issued
or payable with respect to or in exchange for the aggregate Warrant Shares
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby if exercise of the Warrant had occurred immediately
prior to such reorganization, reclassification, consolidation, merger or sale.
The Company will not effect any such consolidation, merger, sale, transfer or
lease unless prior to the consummation thereof the successor entity (if other
than the Company) resulting from such consolidation or merger or the entity
purchasing such assets shall assume by written instrument (i) the obligation to
deliver to the Holder such securities or assets as, in accordance with the
foregoing provisions, the Holder may be entitled to purchase, and (ii) all other
obligations of the Company under this Warrant; provided, however, that the
failure to comply with the foregoing shall not affect the validity or legality
of such consolidation, merger, sale, transfer or lease. The provisions of this
Section 2.1 shall similarly apply to successive consolidations, mergers,
exchanges, sales, transfers or leases. In the event that in connection with any
such capital reorganization or reclassification, consolidation, merger, sale or
transfer, additional shares of Common Stock shall be issued in exchange,
conversion, substitution or payment, in whole or in part, for a security of the
Company other than Common Stock, any such issue








shall be treated as an issue of Common Stock covered by the provisions of
Section 2.2 hereof.

         2.2 Stock Dividends and Securities Distributions. If, at any time or
from time to time after the date of this Warrant, the Company shall distribute
to the holders of shares of Common Stock (i) securities (including rights,
warrants, options or another form of convertible securities), (ii) property,
other than cash, or (iii) cash, without fair payment therefor, then, and in each
such case, the Holder, upon the exercise of this Warrant, shall be entitled to
receive such securities, property and cash which the Holder would hold on the
date of such exercise if, on the date of the distribution, the Holder had been
the holder of record of the shares of Common Stock issued upon such exercise
and, during the period from the date of this Warrant to and including the date
of such exercise, had retained such shares of Common Stock and the securities,
property and cash receivable by the Holder during such period, subject, however,
to the Holder agreeing to any conditions to such distribution as were required
of all other holders of shares of Common Stock in connection with such
distribution.

         2.3 Other Adjustments. In addition to those adjustments set forth in
Sections 2.1 and 2.2, but without duplication of the adjustments to be made
under such Sections, if the Company:

         (i) declares or pays a dividend or makes a distribution on its Common
Stock in shares of its Common Stock;

         (ii) subdivides or reclassifies its outstanding shares of Common Stock
into a greater number of shares;

         (iii) combines or reclassifies its outstanding shares of Common Stock
into a smaller number of shares;

         (iv) makes a distribution on its Common Stock in shares of its capital
stock other than Common Stock; and/or

         (v) issues, by reclassification of its Common Stock, any shares of its
capital stock;

         then the number and kind of Warrant Shares purchasable upon exercise of
this Warrant shall be adjusted so that the Holder upon exercise hereof shall be
entitled to receive the kind and number of Warrant Shares or other securities of
the Company that the Holder would have owned or have been entitled to receive
after the happening of any of the events described above had this Warrant been
exercised immediately prior to the happening of such event or any record date
with respect thereto. An adjustment made pursuant to this Section 2.3 shall
become effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the







effective date in the case of a subdivision, combination or issuance. If, as a
result of an adjustment made pursuant to this Section 2.3, the Holder of this
Warrant thereafter surrendered for exercise shall become entitled to receive
shares of two or more classes of capital stock or shares of Common Stock and any
other class of capital stock of the Company, the Board of Directors (whose
determination shall be conclusive and shall be described in a written notice to
all holders of Warrants promptly after such adjustment) shall determine the
allocation of the adjusted Warrant Price between or among shares of such classes
of capital stock or shares of Common Stock and such other class of capital
stock.

         The adjustment to the number of Warrant Shares purchasable upon the
exercise of this Warrant described in this Section 2.3 shall be made each time
any event listed in paragraphs (i) through (v) of this Section 2.3 occurs.

         Simultaneously with all adjustments to the number and/or kind of
securities, property and cash under this Section 2.3 to be issued in connection
with the exercise of this Warrant, the Warrant Price will also be appropriately
and proportionately adjusted.

         In the event that at any time, as a result of an adjustment made
pursuant to this Section 2.3, the Holder of this Warrant thereafter shall become
entitled to receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in Sections 2.1 and 2.2 above.

         2.4 Notice of Adjustments. Upon the occurrence of each adjustment or
readjustment of the Warrant Price pursuant to this Section 2, the Company at its
expense will promptly compute such adjustment or readjustment in accordance with
the terms of this Warrant and prepare a certificate setting forth such
adjustment or readjustment, including a statement of the adjusted Warrant Price
or adjusted number of Warrant Shares, if any, issuable upon exercise of each
Warrant, describing the transaction giving rise to such adjustments and showing
in detail the facts upon which such adjustment or readjustment is based. The
Company will forthwith mail, by first class mail, postage prepaid, a copy of
each such certificate to the Holder of this Warrant at the address of such
Holder as shown on the books of the Company, and to its Transfer Agent.

         2.5 Other Notices. If at any time:

         (a) the Company shall (i) offer for subscription pro rata to the
holders of shares of the Common Stock any additional equity in the Company or
other rights; (ii) pay a dividend in additional shares of the Common Stock or
distribute securities or other property to the holders of shares of the Common
Stock (including, without limitation, evidences of indebtedness and equity and
debt securities) (other than dividends payable in the form of the Company's
Common Stock to holders of the Company's Series D, E, F







and G Convertible Preferred Stock or other series of preferred stock); or (iii)
issue securities convertible into, or rights or warrants to purchase, securities
of the Company;

         (b) there shall be any capital reorganization or reclassification or
consolidation or merger of the Company with, or sale, transfer or lease of all
or substantially all of its assets to, another entity; or

         (c) there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;

then, in any one or more of said cases, the Company shall give, by first class
mail, postage prepaid, to the Holder of this Warrant at the address of such
Holder as shown on the books of the Company, (a) at least 15 days' prior written
notice of the date on which the books of the Company shall close or a record
shall be taken for such subscription rights, dividend, distribution or issuance,
and (b) in the case of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up, at least 15 days' prior
written notice of the date when the same shall take place if no stockholder vote
is required and at least 15 days' prior written notice of the record date for
stockholders entitled to vote upon such matter if a stockholder vote is
required. Such notice in accordance with the foregoing clause (a) shall also
specify, in the case of any such subscription rights, the date on which the
holders of shares of Common Stock shall be entitled to exercise their rights
with respect thereto, and such notice in accordance with the foregoing clause
(b) shall also specify the date on which the holders of shares of Common Stock
shall be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the case
may be. Failure to give the notice referred to herein shall not affect the
validity or legality of the action which should have been the subject of the
notice.

         2.6 No adjustment in the Warrant Price shall be required unless such
adjustment would require an increase or decrease of at least one cent ($0.01) in
such price; provided, however, that any adjustments which by reason of this
Section 2.6 are not required to be made shall be carried forward and taken into
account in any subsequent adjustment required to be made hereunder. All
calculations under this Section 2 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.

         3. No Voting Rights. This Warrant shall not be deemed to confer upon
the Holder any right to vote or to consent to or receive notice as a stockholder
of the Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a stockholder, prior to the exercise hereof.

         4. Warrants Transferable. This Warrant and all rights hereunder are
transferable, in whole or in part, at the principal offices of the Company by
the Holder hereof, upon surrender of this Warrant properly endorsed; provided,
that this Warrant and







all rights hereunder may be transferred only (i) in a transaction exempt from
registration under the 1933 Act, provided that the Company receives an opinion
of counsel that such transfer may be effected without registration under the
1933 Act; or (ii) pursuant to the registration of this Warrant or the Warrant
Shares under the 1933 Act or pursuant to an available exemption from such
registration. It shall be a condition to transfer of this Warrant that the
transferee agrees to be bound by the restrictions on transfer contained in this
Section 4.

         5. Warrants Exchangeable; Assignment; Loss, Theft, Destruction, Etc.
This Warrant is exchangeable, without expense, upon surrender hereof by the
Holder hereof at the principal offices of the Company, or at the office of its
Transfer Agent, if any, for new Warrants of like tenor representing in the
aggregate the right to subscribe for and purchase the Warrant Shares which may
be subscribed for and purchased hereunder, each such new Warrant to represent
the right to subscribe for and purchase such Warrant Shares as shall be
designated by such Holder hereof at the time of such surrender. Upon surrender
of this Warrant to the Company at its principal office, or at the office of its
Transfer Agent, if any, with an instrument of assignment duly executed and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such instrument
of assignment and this Warrant shall promptly be cancelled. This Warrant may be
divided or combined with other warrants which carry the same rights upon
presentation hereof at the principal office of the Company, or at the office of
its Transfer Agent, if any, together with a written notice specifying the names
and denominations in which new Warrants are to be issued and signed by the
Holder hereof. The term "Warrant" as used herein includes any Warrants into
which this Warrant may be divided or exchanged. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction, upon
delivery of a bond or indemnity satisfactory to the Company, or, in the case of
any such mutilation, upon surrender or cancellation of this Warrant, the Company
will issue to the Holder hereof a new Warrant of like tenor, in lieu of this
Warrant, representing the right to subscribe for and purchase the Warrant Shares
which may be subscribed for and purchased hereunder. Any such new Warrant
executed and delivered shall constitute an additional contractual obligation of
the Company, whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

         6. Legend. Any certificate evidencing the securities issued upon
exercise of this Warrant shall bear a legend in substantially the following
form:

                  THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES
         AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
         RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT







         BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
         EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
         STATE SECURITIES LAWS.

                  THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST
         AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES,
         LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES
         OF CAPITAL STOCK AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN
         DETERMINED, AND THE AUTHORITY OF THE BOARD TO DETERMINE THE RELATIVE
         RIGHTS AND PREFERENCES OF THE SUBSEQUENT CLASSES OR SERIES.

                  THE SHARES OF COMMON STOCK OF SHELDAHL, INC. INTO WHICH THE
         SECURITIES REPRESENTED BY THIS CERTIFICATE ARE CONVERTIBLE ENTITLE THE
         HOLDER THEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT
         BETWEEN SHELDAHL, INC. AND WELLS FARGO BANK, N.A., DATED AS OF JUNE 16,
         1996 AND AMENDED ON JULY 25, 1998 AND NOVEMBER 10, 2000 (THE "RIGHTS
         AGREEMENT"), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF
         SHELDAHL, INC. UNDER CERTAIN CIRCUMSTANCES, SUCH RIGHTS ISSUED TO OR
         HELD BY AN ACQUIRING PERSON, OR AFFILIATE OR ASSOCIATE THEREOF (AS
         DEFINED IN THE RIGHTS AGREEMENT), AND ANY SUBSEQUENT HOLDER OF SUCH
         RIGHTS, MAY BECOME NULL AND VOID.

         7. Modifications and Waivers. The terms of the Warrants may be amended,
modified or waived only by the written agreement of the Company and the Holder.

         8. Miscellaneous. The Company shall pay all expenses and other charges
payable in connection with the preparation, issuance and delivery of this
Warrant and all substitute Warrants. The Holder shall pay all taxes (other than
any issuance taxes, including, without limitation, documentary stamp taxes,
transfer taxes and other governmental charges, which shall be paid by the
Company) in connection with such issuance and delivery of this Warrant and the
Warrant Shares.

         The Company shall maintain, at the office or agency of the Company
maintained by the Company, books for the registration and transfer of the
Warrant.







         9. Reservation of Warrant Shares. The Company will at all times reserve
and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued Common Stock or its authorized and issued Common Stock
held in its treasury, solely for the purpose of enabling it to satisfy any
obligation to issue Warrant Shares upon exercise of this Warrant, the maximum
number of shares of Common Stock which may then be deliverable upon the exercise
of this Warrant.

         The Company or, if appointed, the Transfer Agent for the Common Stock
(the "Transfer Agent") and every subsequent transfer agent for any shares of the
Company's capital stock issuable upon the exercise of any of the rights of
purchase aforesaid will be irrevocably authorized and directed at all times to
reserve such number of authorized shares as shall be required for such purpose.
The Company will keep a copy of this Warrant on file with the Transfer Agent and
with every subsequent transfer agent for any shares of the Company's capital
stock issuable upon the exercise of the rights of purchase represented by this
Warrant. The Company will furnish such Transfer Agent a copy of all notices of
adjustments and certificates related thereto transmitted to the Holder pursuant
to Section 2.5 hereof.

         The Company covenants that all Warrant Shares which may be issued upon
exercise of this Warrant will, upon issue, assuming the availability of
sufficient authorized shares of Common Stock of the Company at the time of such
issuance, be fully paid, nonassessable, free of preemptive rights and free from
all taxes, liens, charges and security interests with respect to the issue
thereof.

         10. Registration. The Holder shall be entitled to the registration
rights with respect to the Warrant Shares set forth in Section 12.11 of the
Purchase Agreement.

         11. Descriptive Headings and Governing Law. The descriptive headings of
the several paragraphs of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant. This Warrant shall be construed and
enforced in accordance with the laws of the State of Minnesota, and the rights
of the parties shall be governed by, the law of such State.







         IN WITNESS WHEREOF, this Warrant has been executed as of the 25th day
of October, 2001.


                                       SHELDAHL, INC.


                                       By:
                                          --------------------------------------
                                               Name:  Benoit Y. Pouliquen
                                               Title: President and
                                                      Chief Executive Officer








                                  PURCHASE FORM



                                                         Dated: __________, ____



         The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _____ Warrant Shares and hereby makes
payment of $_____________ in payment of the exercise price thereof.



                                            ------------------------------------







                                CASHLESS EXERCISE



                                                         Dated: __________, ____



                  The undersigned irrevocably elects to exercise the within
Warrant for Warrant Shares and hereby makes payment pursuant to the Cashless
Exercise provision of the within Warrant, and directs that the payment of the
Warrant Price be made by cancellation as of the date of exercise of a portion of
the within Warrant in accordance with the terms and provisions of Section 1(b)
of the within Warrant.



                                            ------------------------------------

EX-4.4

                                                                     EXHIBIT 4.4


                                    EXHIBIT D

                               SECURITY AGREEMENT



         THIS SECURITY AGREEMENT (this "Agreement"), dated as of October 25,
2001, is made and given by SHELDAHL, INC., a corporation organized under the
laws of the State of Minnesota ("Sheldahl"), and the wholly-owned subsidiaries
of Sheldahl listed on Schedule I attached hereto (collectively and together with
Sheldahl, the "Grantors" and each such subsidiary and Sheldahl, a "Grantor"), to
MORGENTHALER PARTNERS VII, L.P., a limited liability company organized under the
laws of the State of Delaware (the "Secured Party"), as agent for the purchasers
(the "Purchasers") under the Purchase Agreement defined below.

                                    RECITALS

         A. The Grantors, the Secured Party and the Purchasers have entered into
a Subordinated Notes and Warrant Purchase Agreement dated concurrently herewith
(as the same may hereafter be amended, supplemented, extended, restated, or
otherwise modified from time to time, the "Purchase Agreement") pursuant to
which the Purchasers have agreed to extend to Sheldahl certain credit
accommodations.

         B. It is a condition precedent to the obligation of the Purchasers to
extend credit accommodations pursuant to the terms of the Purchase Agreement
that this Agreement be executed and delivered by the Grantors.

         C. The Grantors finds it advantageous, desirable and in their best
interests to comply with the requirement that they execute and deliver this
Agreement to the Secured Party for the benefit of the Secured Party and the
Purchasers.

         NOW, THEREFORE, in consideration of the premises and in order to induce
the Secured Party and the Purchasers to enter into the Purchase Agreement and to
extend credit accommodations to Sheldahl thereunder, the Grantors hereby agree
with the Secured Party for the benefit of the Secured Party and the Purchasers
as follows:

Section 1. Defined Terms.

                  1.(a) As used in this Agreement, the following terms shall
have the meanings indicated:

                  "Account" means a right to payment of a monetary obligation,
         whether or not earned by performance, (i) for property that has been or
         is to be sold, leased, licensed, assigned, or otherwise disposed of,
         (ii) for services rendered or to be rendered, (iii) for a policy of
         insurance issued or to be issued, (iv) for a secondary obligation
         incurred or to be incurred, (v) for energy provided or to be provided,
         (vi) for the use or hire of a vessel under a charter or other contract,
         (vii) arising out of the use of a credit or charge card or information
         contained on or for use with the card, or (viii) as winnings in a
         lottery or other game of chance operated, sponsored, licensed or
         authorized by a State or







         governmental unit of a State, or person licensed or authorized to
         operate the game by a State or governmental unit of a State. The term
         includes health-care insurance receivables, but excludes foreign
         accounts receivables of Grantors.

                  "Account Debtor" shall mean a Person who is obligated on or
         under any Account, Chattel Paper, Instrument or General Intangible.

                  "Chattel Paper" shall mean a record or records that evidence
         both a monetary obligation and a security interest in specific goods, a
         security interest in specific goods and software used in the goods, a
         security interest in specific goods and license of software used in the
         goods, a lease of specific goods, or a lease of specific goods and
         license of software used in the goods.

                  "Collateral" shall mean all property and rights in property
         now owned or hereafter at any time acquired by any Grantor in or upon
         which a Security Interest is granted to the Secured Party by the
         Grantors under this Agreement.

                  "Deposit Account" shall mean any demand, time, savings,
         passbook or similar account maintained with a bank.

                  "Document" shall mean a document of title or a warehouse
         receipt.

                  "Equipment" shall mean all machinery, equipment, motor
         vehicles, furniture, furnishings and Manufacturing Fixtures, including
         all accessions, accessories and attachments thereto, and any
         guaranties, warranties, indemnities and other agreements of
         manufacturers, vendors and others with respect to such Equipment.

                  "Event of Default" shall have the meaning given to such term
         in Section 18 hereof.

                  "Financing Statement" shall have the meaning given to such
         term in Section 4 hereof.

                  "General Intangibles" shall mean any personal property (other
         than goods, Accounts, Chattel Paper, Deposit Accounts, Documents,
         Instruments, Investment Property, Letter of Credit Rights and money)
         including things in action, contract rights, payment intangibles,
         software, corporate and other business records, inventions, designs,
         patents, patent applications, service marks, trademarks, tradenames,
         trade secrets, internet domain names, engineering drawings, good will,
         registrations, copyrights, licenses, franchises, customer lists, tax
         refund claims, royalties, licensing and product rights, rights to the
         retrieval from third parties of electronically processed and recorded
         data and all rights to payment resulting from an order of any court.

                  "Instrument" shall mean a negotiable instrument or any other
         writing which evidences a right to the payment of a monetary obligation
         and is not itself a security agreement or lease and is of a type which
         is transferred in the ordinary course of business by delivery with any
         necessary endorsement or assignment.




                                      -2-




                  "Inventory" shall mean goods, other than farm products, that
         are leased by a person as lessor, are held by a person for sale or
         lease or to be furnished under a contract of service, are furnished by
         a person under a contract of service, or consist of raw materials, work
         in process, or materials used or consumed in a business or incorporated
         or consumed in the production of any of the foregoing and supplies, in
         each case wherever the same shall be located, whether in transit, on
         consignment, in retail outlets, warehouses, terminals or otherwise, and
         all property the sale, lease or other disposition of which has given
         rise to an Account and which has been returned to a Grantor or
         repossessed by a Grantor or stopped in transit.

                  "Investment Property" shall mean a security, whether
         certificated or uncertificated, a security entitlement, a securities
         account and all financial assets therein, a commodity contract or a
         commodity account.

                  "Letter of Credit Right" shall mean a right to payment or
         performance under a letter of credit, whether or not the beneficiary
         has demanded or is at the time entitled to demand payment or
         performance.

                  "Lien" shall mean any security interest, mortgage, pledge,
         lien, charge, encumbrance, title retention agreement or analogous
         instrument or device (including the interest of the lessors under
         capitalized leases), in, of or on any assets or properties of the
         Person referred to.

                  "Manufacturing Fixtures" shall mean any equipment used in the
         manufacturing operations of the Grantors which is deemed to be a
         fixture under applicable law.

                  "Obligations" shall mean (a) all indebtedness, liabilities and
         obligations of the Grantors to the Secured Party and the Purchasers of
         every kind, nature or description under the Purchase Agreement,
         including the Grantors' obligation on any promissory note or notes
         under the Purchase Agreement and any note or notes hereafter issued in
         substitution or replacement thereof, (b) all liabilities of the
         Grantors under this Agreement, (c) any and all other liabilities and
         obligations of the Grantors to the Secured Party and the Purchasers of
         every kind, nature and description, whether direct or indirect or
         hereafter acquired by the Secured Party and the Purchasers from any
         Person, absolute or contingent, regardless of how such liabilities
         arise or by what agreement or instrument they may be evidenced, and (d)
         in all of the foregoing cases whether due or to become due, and whether
         now existing or hereafter arising or incurred.

                  "Person" shall mean any individual, corporation, partnership,
         limited partnership, limited liability company, joint venture, firm,
         association, trust, unincorporated organization, government or
         governmental agency or political subdivision or any other entity,
         whether acting in an individual, fiduciary or other capacity.

                  "Security Interest" shall have the meaning given such term in
         Section 2 hereof.

                  1.(b) All other terms used in this Agreement that are not
specifically defined herein shall have the meaning assigned to such terms in
Revised Article 9 of the Uniform Commercial Code as adopted in the State of
Minnesota (the "UCC").



                                      -3-





                  1.(c) Unless the context of this Agreement otherwise clearly
requires, references to the plural include the singular, the singular, the
plural and "or" has the inclusive meaning represented by the phrase "and/or."
The words "include," "includes" and "including" shall be deemed to be followed
by the phrase "without limitation." The words "hereof," "herein," "hereunder"
and similar terms in this Agreement refer to this Agreement as a whole and not
to any particular provision of this Agreement. References to Sections are
references to Sections in this Agreement unless otherwise provided.

         Section 2. Grant of Security Interest. As security for the payment and
performance of all of the Obligations, the Grantors hereby grant to the Secured
Party for the benefit of the Secured Party and the Purchasers a security
interest (the "Security Interest") in all of the Grantors' right, title, and
interest in and to the following, whether now or hereafter owned, existing,
arising or acquired and wherever located:

                  2.(a)    All Accounts.

                  2.(b)    All Chattel Paper.

                  2.(c)    All Deposit Accounts.

                  2.(d)    All Documents.

                  2.(e)    All Equipment.

                  2.(f)    All General Intangibles.

                  2.(g)    All Instruments.

                  2.(h)    All Inventory.

                  2.(i)    All Investment Property.

                  2.(j)    All Letter of Credit Rights.

                  2.(k) To the extent not otherwise included in the foregoing,
all other rights to the payment of money, including rents and other sums payable
to any Grantor under leases, rental agreements and other Chattel Paper; all
books, correspondence, credit files, records, invoices, bills of lading, and
other documents relating to any of the foregoing, including, without limitation,
all tapes, cards, disks, computer software, computer runs, and other papers and
documents in the possession or control of a Grantor or any computer bureau from
time to time acting for a Grantor; all rights in, to and under all policies
insuring the life of any officer, director, stockholder or employee of a
Grantor, the proceeds of which are payable to any Grantor; all accessions and
additions to, parts and appurtenances of, substitutions for and replacements of
any of the foregoing; and all proceeds (including insurance proceeds) and
products thereof.

         Notwithstanding anything herein to the contrary, in no event shall the
Collateral include, and no Grantor shall be deemed to have granted a security
interest in any of such Grantor's rights



                                      -4-




or interests in any lease, license, contract, permit or agreement (including,
without limitation, any such agreement which shall grant a security interest in
the assets of any Grantor) to which any Grantor is a party or any of its rights
or interests thereunder to the extent, but only to the extent, that such a grant
would, under the terms of the lease, license, contract, permit or agreement or
otherwise, result in a breach of the terms of, or constitute a default under, or
cause a termination of, such lease, license, contract, permit or agreement to
which such Grantor is a party (other than to the extent that the other party to
such lease, license, contract, permit or agreement has consented to such grant
or to the extent that any such term would be rendered ineffective pursuant to
the UCC, or any other applicable law (including the U.S. Bankruptcy Code) or
principles of equity), provided that (x) the foregoing grant of security
interest shall extend to, and the Collateral shall include, any and all proceeds
of any such lease, license, contract, permit or agreement to the extent that the
assignment or encumbering of such proceeds is not so restricted and is permitted
by applicable law and (y) immediately upon the effectiveness, lapse, waiver or
termination of any such provision or restriction, the Collateral shall include,
and the Grantors shall be deemed to have granted a security interest in, all
such rights and interests as if such provisions or restrictions had never been
in effect.

         Section 3. Grantors Remain Liable. Anything herein to the contrary
notwithstanding, (a) the Grantors shall remain liable under the Accounts,
Chattel Paper, General Intangibles and other items included in the Collateral to
the extent set forth therein to perform all of their respective duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by the Secured Party of any of the rights hereunder
shall not release the Grantors from any of their duties or obligations under the
Accounts and any items included in the Collateral, and (c) the Secured Party
shall have no obligation or liability under Accounts, Chattel Paper, General
Intangibles and other items included in the Collateral by reason of this
Agreement, nor shall the Secured Party be obligated to perform any of the
obligations or duties of the Grantors thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder.

         Section 4. Title to Collateral. The Grantors have (or will have at the
time they acquire rights in Collateral hereafter acquired or arising) and will
maintain so long as the Security Interest may remain outstanding, title to each
item of Collateral (including the proceeds and products thereof), free and clear
of all Liens except the Security Interest and except Liens permitted by the
Purchase Agreement. Other than in the ordinary course of business or upon
approval by the Board of Directors of Sheldahl, the Grantors will not license
any Collateral unless such license is by its terms subordinated to the Security
Interest in a manner approved in advance in writing by the Secured Party. The
Grantors will defend the Collateral against all claims or demands of all Persons
(other than the Secured Party) claiming the Collateral or any interest therein,
except Liens permitted by the Purchase Agreement. As of the date of execution of
this Agreement, no effective financing statement or other similar document used
to perfect and preserve a security interest under the laws of any jurisdiction
(a "Financing Statement") covering all or any part of the Collateral is on file
in any recording office, except such as may have been filed (a) in favor of the
Secured Party relating to this Agreement, or (b) to perfect Liens permitted by
the Purchase Agreement.



                                      -5-




         Section 5. Disposition of Collateral. The Grantors will not sell, lease
or otherwise dispose of, or discount or factor with or without recourse, any
Collateral, except sales of items of Inventory in the ordinary course of
business or except as permitted by the Purchase Agreement.

         Section 6. Names, Offices, Locations, Jurisdiction of Organization.
Each Grantors legal name (as set forth in its constituent documents filed with
the appropriate governmental official or agency) is as set forth in the opening
paragraph hereof or on Schedule I. The jurisdiction of organization of Sheldahl
is the State of Minnesota. The jurisdiction of organization of each other
Grantor is as set forth on Schedule I. The Grantors will from time to time at
the request of the Secured Party provide the Secured Party with current good
standing certificates and/or state-certified constituent documents from the
appropriate governmental officials. The chief place of business and chief
executive office of the Grantors are located at the addresses set forth on the
signature page hereof. The Grantors will not locate or relocate any item of
Collateral into any jurisdiction in which an additional Financing Statement
would be required to be filed to maintain the Secured Party's perfection in such
Collateral. No Grantor will change its name, the location of its chief place of
business and chief executive office or its corporate structure (including
without limitation, its jurisdiction of organization) unless the Secured Party
has been given at least 30 days' prior written notice thereof and that Grantor
has executed and delivered to the Secured Party such Financing Statements and
other instruments required or appropriate to continue the perfection of the
Security Interest.

         Section 7. Rights to Payment. Except as the Grantors may otherwise
advise the Secured Party in writing, each Account, Chattel Paper, Document,
General Intangible and Instrument constituting or evidencing Collateral is (or,
in the case of all future Collateral, will be when arising or issued) the valid,
genuine and legally enforceable obligation of the Account Debtor or other
obligor named therein or in the Grantors' records pertaining thereto as being
obligated to pay or perform such obligation. The Grantors will perform and
comply in all material respects with all their respective obligations under any
items included in the Collateral and exercise promptly and diligently their
respective rights thereunder.

         Section 8. Further Assurances; Attorney-in-Fact.

                  8.(a) The Grantors agree that from time to time, at their
expense, they will promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or that the
Secured Party may reasonably request, in order to perfect and protect the
Security Interest granted or purported to be granted hereby or to enable the
Secured Party to exercise and enforce its rights and remedies hereunder with
respect to any Collateral (but any failure to request or assure that the
Grantors execute and deliver such instrument or documents or to take such action
shall not affect or impair the validity, sufficiency or enforceability of this
Agreement and the Security Interest, regardless of whether any such item was or
was not executed and delivered or action taken in a similar context or on a
prior occasion). Without limiting the generality of the foregoing, the Grantors
will, promptly and from time to time at the request of the Secured Party: (i)
execute and file such Financing Statements or continuation statements in respect
thereof, or amendments thereto, and such other instruments or notices (including
fixture filings with any necessary legal descriptions as to any Manufacturing
Fixtures included in the Collateral that the Secured Party determines might be
deemed to be fixtures, and instruments and notices with respect to vehicle
titles), as may be necessary or



                                      -6-




desirable, or as the Secured Party may request, in order to perfect, preserve,
and enhance the Security Interest granted or purported to be granted hereby;
(ii) obtain from any bailee holding any item of Collateral an acknowledgment, in
form satisfactory to the Secured Party that such bailee holds such collateral
for the benefit of the Secured Party; (iii) obtain from any securities
intermediary, or other party holding any item of Collateral, control agreements
in form satisfactory to the Secured Party; (iv) and deliver and pledge to the
Secured Party, all Instruments and Documents, duly indorsed or accompanied by
duly executed instruments of transfer or assignment, with full recourse to the
Grantors, all in form and substance satisfactory to the Secured Party; and (v)
obtain waivers, in form reasonably satisfactory to the Secured Party, of any
claim to any Collateral from any landlords or mortgagees of any property where
any Inventory or Equipment is located.

                  8.(b) The Grantors hereby authorize the Secured Party to file
one or more Financing Statements or continuation statements in respect thereof,
and amendments thereto, relating to all or any part of the Collateral without
the signature of any Grantor where permitted by law. A photocopy or other
reproduction of this Agreement or any Financing Statement covering the
Collateral or any part thereof shall be sufficient as a Financing Statement
where permitted by law.

                  8.(c) The Grantors will furnish to the Secured Party from time
to time statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as the
Secured Party may reasonably request, all in reasonable detail and in form and
substance reasonably satisfactory to the Secured Party.

                  8.(d) In furtherance, and not in limitation, of the other
rights, powers and remedies granted to the Secured Party in this Agreement, each
Grantor hereby appoints the Secured Party that Grantor's attorney-in-fact, with
full authority in the place and stead of that Grantor and in the name of that
Grantor or otherwise, from time to time in the Secured Party's good faith
discretion upon and during the continuation of any Event of Default, to take any
action (including the right to collect on any Collateral) and to execute any
instrument that the Secured Party reasonably believes is necessary or advisable
to accomplish the purposes of this Agreement, in a manner consistent with the
terms hereof.

         Section 9. Taxes and Claims. The Grantors will promptly pay all taxes
and other governmental charges levied or assessed upon or against any Collateral
or upon or against the creation, perfection or continuance of the Security
Interest, as well as all other claims of any kind (including claims for labor,
material and supplies) against or with respect to the Collateral, except to the
extent (a) such taxes, charges or claims are being contested in good faith by
appropriate proceedings, (b) such proceedings do not involve any material danger
of the sale, forfeiture or loss of any of the Collateral or any interest therein
and (c) such taxes, charges or claims are adequately reserved against on the
Grantors' books in accordance with generally accepted accounting principles.

         Section 10. Books and Records. The Grantors will keep and maintain at
their own cost and expense satisfactory and complete records of the Collateral,
including a record of all payments received and credits granted with respect to
all Accounts, Chattel Paper and other items included in the Collateral.



                                      -7-




         Section 11. Inspection, Reports, Verifications. The Grantors will at
all reasonable times permit the Secured Party or its representatives to examine
or inspect any Collateral, any evidence of Collateral and the Grantors' books
and records concerning the Collateral, wherever located. The Grantors will from
time to time when requested by the Secured Party furnish to the Secured Party a
report on their Accounts, Chattel Paper, General Intangibles and Instruments,
naming the Account Debtors or other obligors thereon, the amount due and the
aging thereof. The Secured Party or its designee is authorized to contact
Account Debtors and other Persons obligated on any such Collateral from time to
time to verify the existence, amount and/or terms of such Collateral.

         Section 12. Notice of Loss. The Grantors will promptly notify the
Secured Party of any loss of or material damage to any material item of
Collateral or of any substantial adverse change, known to any Grantor, in any
material item of Collateral or the prospect of payment or performance thereof.

         Section 13. Insurance. The Grantors will keep the Inventory and
Equipment insured against "all risks" for the full replacement cost thereof
subject to a deductible and with an insurance company or companies satisfactory
to the Secured Party, the policies to protect the Secured Party as its interests
may appear, with such policies or certificates with respect thereto to be
delivered to the Secured Party at its request. Each such policy or the
certificate with respect thereto shall provide that such policy shall not be
canceled or allowed to lapse unless at least 30 days prior written notice is
given to the Secured Party.

         Section 14. Lawful Use; Fair Labor Standards Act. The Grantors will use
and keep the Collateral, and will require that others use and keep the
Collateral, only for lawful purposes, without violation of any federal, state or
local law, statute or ordinance. All Inventory of the Grantors as of the date of
this Agreement that was produced by any Grantor or with respect to which any
Grantor performed any manufacturing or assembly process was produced by that
Grantor (or such manufacturing or assembly process was conducted) in compliance
in all material respects with all requirements of the Fair Labor Standards Act,
and all Inventory produced, manufactured or assembled by any Grantor after the
date of this Agreement will be so produced, manufactured or assembled, as the
case may be.

         Section 15. Action by the Secured Party. If any Grantor at any time
fails to perform or observe any of the foregoing agreements beyond any
applicable cure period, the Secured Party shall have (and the Grantors hereby
grant to the Secured Party) the right, power and authority (but not the duty) to
perform or observe such agreement on behalf and in the name, place and stead of
such Grantor (or, at the Secured Party's option, in the Secured Party's name)
and to take any and all other actions that the Secured Party may reasonably deem
necessary to cure or correct such failure (including, without limitation, the
payment of taxes, the satisfaction of Liens, the procurement and maintenance of
insurance, the execution of assignments, security agreements and Financing
Statements, and the indorsement of instruments); and the Grantors shall
thereupon pay to the Secured Party on demand the amount of all monies expended
and all costs and expenses (including reasonable attorneys' fees and legal
expenses) incurred by the Secured Party in connection with or as a result of the
performance or observance of such agreements or the taking of such action by the
Secured Party, together with interest thereon from the date expended or incurred
at the highest lawful rate then applicable to any of the Obligations,



                                      -8-




and all such monies expended, costs and expenses and interest thereon shall be
part of the Obligations secured by the Security Interest.

         Section 16. Insurance Claims. As additional security for the payment
and performance of the Obligations, the Grantors hereby assign to the Secured
Party for the benefit of the Secured Party and the Purchasers any and all monies
(including proceeds of insurance and refunds of unearned premiums) due or to
become due under, and all other rights of the Grantors with respect to, any and
all policies of insurance now or at any time hereafter covering the Collateral
or any evidence thereof or any business records or valuable papers pertaining
thereto. At any time, whether before or after the occurrence of any Event of
Default, the Secured Party may (but need not), in the Secured Party's name or in
a Grantor's name, execute and deliver proofs of claim, receive all such monies,
indorse checks and other instruments representing payment of such monies, and
adjust, litigate, compromise or release any claim against the issuer of any such
policy. Notwithstanding any of the foregoing, so long as no Event of Default
exists the Grantors shall be entitled to all insurance proceeds with respect to
Equipment or Inventory provided that such proceeds are applied to the cost of
replacement Equipment or Inventory.

         Section 17. The Secured Party's Duties. The powers conferred on the
Secured Party hereunder are solely to protect its interest and the Purchaser's
interest in the Collateral and shall not impose any duty upon it to exercise any
such powers. The Secured Party shall be deemed to have exercised reasonable care
in the safekeeping of any Collateral in its possession if such Collateral is
accorded treatment substantially equal to the safekeeping which the Secured
Party accords its own property of like kind. Except for the safekeeping of any
Collateral in its possession and the accounting for monies and for other
properties actually received by it hereunder, the Secured Party shall have no
duty, as to any Collateral, as to ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to
any Collateral, whether or not the Secured Party has or is deemed to have
knowledge of such matters, or as to the taking of any necessary steps to
preserve rights against any Persons or any other rights pertaining to any
Collateral. The Secured Party will take action in the nature of exchanges,
conversions, redemptions, tenders and the like requested in writing by the
Grantors with respect to the Collateral in the Secured Party's possession if the
Secured Party in its reasonable judgment determines that such action will not
impair the Security Interest or the value of the Collateral, but a failure of
the Secured Party to comply with any such request shall not of itself be deemed
a failure to exercise reasonable care with respect to the taking of any
necessary steps to preserve rights against any Persons or any other rights
pertaining to any Collateral.

         Section 18. Default. Each of the following occurrences shall constitute
an Event of Default under this Agreement: (a) any Grantor shall fail to observe
or perform any covenant or agreement applicable to that Grantor under this
Agreement and such failure shall continue for 20 calendar days (five calendar
days for any failure to perform under Section 13) after the earlier of (i) the
date any officer of a Grantor becomes aware of such failure or (ii) the date on
which the Secured Party gives notice of such failure to any Grantor; or (b) any
representation or warranty made by any Grantor in this Agreement or the Purchase
Agreement or any schedule, exhibit, supplement or attachment hereto or in any
financial statements, or certificates required to be delivered hereunder or
under the Purchase Agreement by or on behalf of any Grantor to the Secured Party
shall prove to have been false or misleading in a material respect when made; or
(c) any Event of Default shall occur under the Purchase Agreement.



                                      -9-




         Section 19. Remedies on Default. Upon the occurrence and during the
continuance of an Event of Default:

                  19.(a) The Secured Party may exercise and enforce any and all
rights and remedies available upon default to a secured party under Revised
Article 9 of the Uniform Commercial Code as adopted in the State of Minnesota.

                  19.(b) The Secured Party shall have the right to enter upon
and into and take possession of all or such part or parts of the properties of
each Grantor, including lands, plants, buildings, Equipment, Inventory and other
property as may be necessary or appropriate in the judgment of the Secured Party
to permit or enable the Secured Party to manufacture, produce, process, store or
sell or complete the manufacture, production, processing, storing or sale of all
or any part of the Collateral, as the Secured Party may elect, and to use and
operate said properties for said purposes and for such length of time as the
Secured Party may deem necessary or appropriate for said purposes without the
payment of any compensation to any Grantor therefor. The Secured Party may
require each Grantor to, and each Grantor hereby agrees that it will, at its
expense and upon request of the Secured Party forthwith, assemble all or part of
the Collateral as directed by the Secured Party and make it available to the
Secured Party at a place or places to be designated by the Secured Party.

                  19.(c) Any disposal of Collateral may be in one or more
parcels at public or private sale, at any of the Secured Party's offices or
elsewhere, for cash, on credit, or for future delivery, and upon such other
terms as the Secured Party reasonably believes are commercially reasonable. The
Secured Party shall not be obligated to dispose of Collateral regardless of
notice of sale having been given, and the Secured Party may adjourn any public
or private sale from time to time by announcement made at the time and place
fixed therefor, and such disposal may, without further notice, be made at the
time and place to which it was so adjourned.

                  19.(d) The Secured Party is hereby granted a license or other
right to use, without charge, all of the Grantors' property, including, without
limitation, all of the Grantors' labels, trademarks, copyrights, patents and
advertising matter, or any property of a similar nature, as it pertains to the
Collateral, in completing production of, advertising for sale and selling any
Collateral, and all of the Grantors' rights under all licenses and all franchise
agreements shall inure to the Secured Party's benefit until the Obligations are
paid in full.

                  19.(e) If notice to any Grantor of any intended disposition of
Collateral or any other intended action is required by law in a particular
instance, such notice shall be deemed commercially reasonable if given in the
manner specified for the giving of notice in Section 24 hereof at least ten
calendar days prior to the date of intended disposition or other action, and the
Secured Party may exercise or enforce any and all other rights or remedies
available by law or agreement against the Collateral, against the Grantor, or
against any other Person or property. The Secured Party (i) may dispose of the
Collateral in its then present condition or following such preparation and
processing as the Secured Party deems commercially reasonable, (ii) shall have
no duty to prepare or process the Collateral prior to sale, (iii) may disclaim
warranties of title, possession, quiet enjoyment and the like, and (iv) may
comply with any applicable state or federal law requirements in connection with
a disposition of the Collateral and none of the



                                      -10-




foregoing actions shall be deemed to adversely affect the commercial
reasonableness of the disposition of the Collateral.

         Section 20. Remedies as to Certain Rights to Payment. Upon the
occurrence and during the continuance of an Event of Default, the Secured Party
may notify any Account Debtor or other Person obligated on any Accounts or other
Collateral that the same have been assigned or transferred to the Secured Party
and that the same should be performed as requested by, or paid directly to, the
Secured Party, as the case may be. The Grantors shall join in giving such
notice, if the Secured Party so requests. The Secured Party may, in the Secured
Party's name or in any Grantor's name, demand, sue for, collect or receive any
money or property at any time payable or receivable on account of, or securing,
any such Collateral or grant any extension to, make any compromise or settlement
with or otherwise agree to waive, modify, amend or change the obligation of any
such Account Debtor or other Person. If any payments on any such Collateral are
received by the Grantors after an Event of Default has occurred, such payments
shall be held in trust by the Grantors as the property of the Secured Party and
shall not be commingled with any funds or property of the Grantors and shall be
forthwith remitted to the Secured Party for application on the Obligations.

         Section 21. Application of Proceeds. All cash proceeds received by the
Secured Party in respect of any sale of, collection from, or other realization
upon all or any part of the Collateral may, in the discretion of the Secured
Party, be held by the Secured Party as collateral for, or then or at any time
thereafter be applied in whole or in part by the Secured Party against, all or
any part of the Obligations (including, without limitation, any expenses of the
Secured Party payable pursuant to Section 22 hereof).

         Section 22. Costs and Expenses; Indemnity. The Grantors will pay or
reimburse the Secured Party on demand for all out-of-pocket expenses (including
in each case all filing and recording fees and taxes and all reasonable fees and
expenses of counsel and of any experts and agents) incurred by the Secured Party
in connection with the creation, perfection, protection, satisfaction,
foreclosure or enforcement of the Security Interest and the preparation,
administration, continuance, amendment or enforcement of this Agreement, and all
such costs and expenses shall be part of the Obligations secured by the Security
Interest. The Grantors shall indemnify and hold the Secured Party harmless from
and against any and all claims, losses and liabilities (including reasonable
attorneys' fees) growing out of or resulting from this Agreement and the
Security Interest hereby created (including enforcement of this Agreement) or
the Secured Party's actions pursuant hereto, except claims, losses or
liabilities resulting from the Secured Party's gross negligence or willful
misconduct as determined by a final judgment of a court of competent
jurisdiction. Any liability of the Grantors to indemnify and hold the Secured
Party harmless pursuant to the preceding sentence shall be part of the
Obligations secured by the Security Interest. The obligations of the Grantors
under this Section shall survive any termination of this Agreement.

         Section 23. Waivers; Remedies; Marshalling. This Agreement can be
waived, modified, amended, terminated or discharged, and the Security Interest
can be released, only explicitly in a writing signed by the Secured Party. A
waiver so signed shall be effective only in the specific instance and for the
specific purpose given. Mere delay or failure to act shall not preclude the
exercise or enforcement of any rights and remedies available to the Secured
Party.



                                      -11-




All rights and remedies of the Secured Party shall be cumulative and may be
exercised singly in any order or sequence, or concurrently, at the Secured
Party's option, and the exercise or enforcement of any such right or remedy
shall neither be a condition to nor bar the exercise or enforcement of any
other. The Grantors hereby waive all requirements of law, if any, relating to
the marshalling of assets that would be applicable in connection with the
enforcement by the Secured Party of its remedies hereunder, absent this waiver.

         Section 24. Notices. Any notice or other communication to any party in
connection with this Agreement shall be in writing and shall be sent by manual
delivery, telegram, telex, facsimile transmission, overnight courier or United
States mail (postage prepaid) addressed to such party at the address specified
on the signature page hereof, or at such other address as such party shall have
specified to the other party hereto in writing. All periods of notice shall be
measured from the date of delivery thereof if manually delivered, from the date
of sending thereof if sent by telegram, telex or facsimile transmission, from
the first business day after the date of sending if sent by overnight courier,
or from four days after the date of mailing if mailed.

         Section 25. Joint and Several Liability. Each of the Grantors is
accepting joint and several liability hereunder in consideration of the
financial accommodation to be provided by the Purchasers under the Purchase
Agreement, for the mutual benefit, directly and indirectly, of each of the
Grantors and in consideration of the undertakings of each of the Grantors to
accept joint and several liability for the obligations of each of them. Each of
the Grantors jointly and severally hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several
liability with the other Grantors with respect to the payment and performance of
all of the Obligations arising under this Agreement and the Purchase Agreement,
it being the intention of the parties hereto that all the Obligations shall be
the joint and several obligations of each of the Grantors without preferences or
distinction among them.

         Section 26. Continuing Security Interest; Assignments under Purchase
Agreement. This Agreement shall (a) create a continuing security interest in the
Collateral and shall remain in full force and effect until payment in full of
the Obligations and the expiration of the obligations, if any, of the Purchasers
to extend credit accommodations to Sheldahl, (b) be binding upon the Grantors,
their successors and assigns, and (c) inure to the benefit of, and be
enforceable by, the Secured Party and its successors, transferees, and assigns.
Without limiting the generality of the foregoing clause (c), the Secured Party
may assign or otherwise transfer all or any portion of its rights and
obligations under the Purchase Agreement to any other Persons to the extent and
in the manner provided in the Purchase Agreement and may similarly transfer all
or any portion of its rights under this Agreement to such Persons.

         Section 27. Termination of Security Interest. Upon payment in full of
the Obligations and the expiration of any obligation of the Purchasers to extend
credit accommodations to Sheldahl, the Security Interest granted hereby shall
terminate. Upon any such termination, the Secured Party will return to the
Grantors such of the Collateral then in the possession of the Secured Party as
shall not have been sold or otherwise applied pursuant to the terms hereof free
and clear of all Liens of the Secured Party and will execute and deliver to the
Grantors such documents as the Grantors shall reasonably request to evidence
such termination. Any reversion or return of Collateral upon termination of this
Agreement and any instruments of transfer or termination shall be at the expense
of the Grantors and shall be without warranty by (except as



                                      -12-




noted in the previous sentence), or recourse on, the Secured Party. As used in
this Section, "Grantors" includes any assigns of the Grantors, any Person
holding a subordinate security interest in any of the Collateral or whoever else
may be lawfully entitled to any part of the Collateral.

         Section 28. GOVERNING LAW AND CONSTRUCTION. THE VALIDITY, CONSTRUCTION
AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF,
EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE
MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
MINNESOTA. Whenever possible, each provision of this Agreement and any other
statement, instrument or transaction contemplated hereby or relating hereto
shall be interpreted in such manner as to be effective and valid under such
applicable law, but, if any provision of this Agreement or any other statement,
instrument or transaction contemplated hereby or relating hereto shall be held
to be prohibited or invalid under such applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement or any other statement, instrument or transaction contemplated hereby
or relating hereto.

         Section 29. CONSENT TO JURISDICTION. AT THE OPTION OF THE SECURED
PARTY, THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE
COURT SITTING IN HENNEPIN COUNTY; AND THE GRANTORS CONSENT TO THE JURISDICTION
AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS
NOT CONVENIENT. IN THE EVENT ANY GRANTOR COMMENCES ANY ACTION IN ANOTHER
JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR
INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE SECURED PARTY AT
ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE
JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE
ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.

         Section 30. WAIVER OF NOTICE AND HEARING. EACH GRANTOR HEREBY WAIVES
ALL RIGHTS TO A JUDICIAL HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE
SECURED PARTY OF ITS RIGHTS TO POSSESSION OF THE COLLATERAL WITHOUT JUDICIAL
PROCESS OR OF ITS RIGHTS TO REPLEVY, ATTACH, OR LEVY UPON THE COLLATERAL WITHOUT
PRIOR NOTICE OR HEARING. EACH GRANTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY
COUNSEL OF ITS CHOICE WITH RESPECT TO THIS PROVISION AND THIS AGREEMENT.

         Section 31. WAIVER OF JURY TRIAL. EACH GRANTOR AND THE SECURED PARTY,
BY ITS ACCEPTANCE OF THIS AGREEMENT, IRREVOCABLY WAIVES



                                      -13-




ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         Section 32. Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.

         Section 33. General. All representations and warranties contained in
this Agreement or in any other agreement between any Grantor and the Secured
Party shall survive the execution, delivery and performance of this Agreement
and the creation and payment of the Obligations. The Grantors waive notice of
the acceptance of this Agreement by the Secured Party. Captions in this
Agreement are for reference and convenience only and shall not affect the
interpretation or meaning of any provision of this Agreement.

         Section 34. Subordination. Secured Party's rights and Grantor's
obligations under this Agreement are subject to the terms and conditions of the
Subordination Agreement (as defined in the Purchase Agreement). To the extent
that any provisions in this Agreement conflict with the provisions of such
Subordination Agreement, the provisions of the Subordination Agreement shall
govern.

               [Remainder of this page intentionally left blank.]



                                      -14-




         IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

                                                                        
SHELDAHL, INC.                                                             Address of Grantor:
                                                                           ------------------
                                                                           1150 Sheldahl Road
By:  /s/ Benoit Pouliquen                                                  Northfield, MN 55057-9444
   ---------------------------------------                                 Attn:    Benoit Pouliquen
     Benoit Pouliquen,                                                     Fax:     (507) 663-8326 or
     President and Chief Executive Officer                                 (507) 663-8435
                                                                           Tax ID # 41-0758073


INTERNATIONAL FLEX TECHNOLOGIES, INC.                                      Address of Grantor:
                                                                           -------------------
                                                                           1093 Clark Street
By:  /s/ Benoit Pouliquen                                                  Endicott, NY  13760
   ---------------------------------------                                 Attn:    Benoit Pouliquen
     Benoit Pouliquen,                                                     Fax:     (607) 658-5001
     President and Chief Executive Officer                                 Tax ID # 06-1533465


INTERNATIONAL FLEX HOLDINGS, INC.                                          Address of Grantor:
                                                                           -------------------
                                                                           1093 Clark Street
By:  /s/ Benoit Pouliquen                                                  Endicott, NY  13760
   ---------------------------------------                                 Attn:    Benoit Pouliquen
     Benoit Pouliquen,                                                     Fax:     (607) 658-5001
     President and Chief Executive Officer                                 Tax ID # 52-2227973

                                                                           Address for the Secured Party:
                                                                           -----------------------------
                                                                           Morgenthaler Partners VII, L.P.
                                                                           Terminal Tower
                                                                           50 Public Square
                                                                           Suite 2700
                                                                           Cleveland, OH 44113





                                      -15-




                                   SCHEDULE I


Legal Name of Subsidiary                           Jurisdiction of Organization
------------------------                           ----------------------------

International Flex Holdings, Inc.                  Delaware

International Flex Technologies, Inc.              Delaware






                                      -16-

EX-4.5

                                                                     EXHIBIT 4.5


               ELEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

     This Amendment, dated as of October 25, 2001, is made by and among
SHELDAHL, INC., a Minnesota corporation (the "Borrower"), WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION f/k/a Norwest Bank Minnesota, National
Association, a national banking association ("Wells Fargo"; in its separate
capacity as administrative agent for the Lenders, the "Agent"), and each of the
financial institutions appearing on the signature pages hereof.

                                    Recitals

     The Borrower, the Agent and the Lenders are parties to a Credit and
Security Agreement dated as of June 19, 1998, as amended by a First Amendment to
Credit and Security Agreement dated as of November 25, 1998, a Second Amendment
to Credit and Security Agreement dated as of March 31, 1999, a Third Amendment
to Credit and Security Agreement dated as of April 5, 1999, a Fourth Amendment
to Credit and Security Agreement dated as of November 9, 1999, a Fifth Amendment
to Credit and Security Agreement dated as of June 16, 2000, a Sixth Amendment to
Credit and Security Agreement dated as of June 27, 2000, a Seventh Amendment to
Credit and Security Agreement dated as of November 7, 2000, an Eighth Amendment
to Credit and Security Agreement and Waiver of Defaults dated as of December 26,
2000, a Ninth Amendment to Credit and Security Agreement and Waiver of Defaults
dated as of May 23, 2001, and a Tenth Amendment to Credit and Security Agreement
dated as of August 13, 2001 (as so amended, the "Credit Agreement"). Capitalized
terms used in these recitals have the meanings given to them in the Credit
Agreement unless otherwise specified.

     The Borrower has informed the Agent that the planned Materials Business
Sale will not occur. The Borrower has requested that the Lenders and the Agent
permit the Borrower (i) to borrow additional Subordinated Debt of $7,000,000 and
(ii) to factor certain foreign Accounts. The Lenders and the Agent are willing
to grant the Borrower's requests provided the Borrower grants the Agent a first
priority mortgage lien over all of its real estate in Northfield, Minnesota and
certain other amendments are made to the Loan Documents.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, it is agreed as follows:

     1. Defined Terms. Capitalized terms used in this Amendment which are
defined in the Credit Agreement shall have the same meanings as defined therein,
unless otherwise defined herein. In addition, Section 1.1 of the Credit
Agreement is hereby amended by adding, amending or deleting, as the case may be,
the following definitions:

          "Additional Warrants" - deleted.








          "`Assignment of Rents' means the Borrower's Assignment of Rents and
     Leases dated as of May 15, 1991, as amended by (i) a First Amendment to
     Mortgage and Assignment of Rents dated as of October 16, 1992, (ii) a
     Second Amendment to Mortgage, Assignment of Rents and Environmental
     Indemnity dated as of November 24, 1993, (iii) a Third Amendment to
     Mortgage, Assignment of Rents and Environmental Indemnity dated as of
     January 24, 1995, (iv) a Fourth Amendment to Mortgage, Assignment of Rents
     and Environmental Indemnity dated as of March 12, 1996, (v) a Fifth
     Amendment to Mortgage, Assignment of Rents and Environmental Indemnity
     dated as of June 19, 1998, and the Sixth Mortgage Amendment, covering
     certain real property located in Dakota and Rice Counties, Minnesota,
     described therein and certain other property located thereon."

          "`Collateral' means all of the Borrower's Accounts, chattel paper,
     deposit accounts, documents, Equipment, General Intangibles, goods,
     instruments, Inventory, Investment Property, letter-of-credit rights,
     letters of credit, Receivables, all sums on deposit in any Collateral
     Account, and any items in any Lockbox; together with (i) all substitutions
     and replacements for and products of any of the foregoing; (ii) in the case
     of all goods, all accessions; (iii) all accessories, attachments, parts,
     equipment and repairs now or hereafter attached or affixed to or used in
     connection with any goods; (iv) all warehouse receipts, bills of lading and
     other documents of title now or hereafter covering such goods; (v) any
     money, or other assets of the Borrower that now or hereafter come into the
     possession, custody, or control of the Lender; (vi) all sums on deposit in
     the Special Account; and (vii) proceeds of any and all of the foregoing;
     but excluding, however, the Factored Accounts."

          "EBITDA" for the period means, the sum of (i) pretax earnings from
     continuing operations, excluding any non operating gains and/or
     extraordinary gains, plus (ii) Interest Expense, plus (iii) depreciation,
     depletion, and amortization of tangible and intangible assets, plus (iv)
     non-cash charges for asset impairment based on appraisals of the assets of
     the Borrower and its Affiliates, only to the extent it is included in
     pretax earnings from continuing operations in (i) above, minus (v)
     miscellaneous losses and minus special extraordinary losses, in each case
     for such period, computed and calculated in accordance with GAAP.

          "`Eleventh Amendment' means that certain Eleventh Amendment to Amended
     and Restated Credit and Security Agreement dated as of October ___, 2001."

          "`Factored Accounts' has the meaning given in Section 2.24."

          "`Margin' means six percent (6.0%)."



                                      -2-






          "`Mortgage' means the Borrower's Combination Mortgage, Security
     Agreement and Fixture Financing Statement dated as of May 15, 1991, as
     amended by (i) a First Amendment to Mortgage and Assignment of Rents dated
     as of October 16, 1992, (ii) a Second Amendment to Mortgage, Assignment of
     Rents and Environmental Indemnity dated as of November 24, 1993, (iii) a
     Third Amendment to Mortgage, Assignment of Rents and Environmental
     Indemnity dated as of January 24, 1995, (iv) a Fourth Amendment to
     Mortgage, Assignment of Rents and Environmental Indemnity dated as of March
     12, 1996, (v) a Fifth Amendment to Mortgage, Assignment of Rents and
     Environmental Indemnity dated as of June 19, 1998, and the Sixth Mortgage
     Amendment, covering certain real property located in Dakota and Rice
     Counties, Minnesota, described therein and certain other property located
     thereon."

          "`Original Warrants' means the Warrants dated June 19, 1998 issued to
     the Lenders to purchase an aggregate of 100,000 shares of the Borrower's
     common stock, subject to adjustment as set forth therein."

          "`Sixth Mortgage Amendment' means that Sixth Amendment to Mortgage,
     Assignment of Rents and Environmental Indemnity by the Borrower and the
     Lenders of even date herewith."

          "`Subordinated Debt' means Debt of the Borrower and/or its Affiliates
     that is subject to a Subordination Agreement."

          "`Subordination Agreement' means (i) the Subordination Agreement dated
     as of December 28, 2000, executed by Morganthaler, Ampersand, Ampersand
     Companion and Molex in favor of the Lenders and the Agent and acknowledged
     by the Borrower, (ii) the Subordination Agreement dated as of May 23, 2001,
     executed by Morganthaler, Ampersand and Molex in favor of the Lenders and
     the Agent and acknowledged by the Borrower, (iii) the Subordination
     Agreement dated as of August 13, 2001, executed by Morganthaler and Molex
     in favor of the Lenders and the Agent and acknowledged by the Borrower,
     (iv) the Subordination Agreement dated as of October 25, 2001, executed by
     Morganthaler Partners VII, L.P., Ampersand and Molex in favor of the
     Lenders and the Agent and acknowledged by the Borrower and (v) any other
     subordination agreement accepted by the Lenders and the Agent from time to
     time."

          "`Warrants' has the meaning given in Section 2.25(b)."



                                      -3-





     2. Rules of Interpretation. Section 1.2 of the Credit Agreement is amended
to read as follows:

          "Section 1.2 Other Definitional Terms; Rules of Interpretation. The
     words "hereof", "herein" and "hereunder" and words of similar import when
     used in this Agreement shall refer to this Agreement as a whole and not to
     any particular provision of this Agreement. All terms defined in the UCC
     and not otherwise defined herein have the meanings assigned to them in the
     UCC. References to Articles, Sections, subsections, Exhibits, Schedules and
     the like, are to Articles, Sections and subsections of, or Exhibits or
     Schedules attached to, this Agreement unless otherwise expressly provided.
     The words "include", "includes" and "including" shall be deemed to be
     followed by the phrase "without limitation". Unless the context in which
     used herein otherwise clearly requires, "or" has the inclusive meaning
     represented by the phrase "and/or". Reference to any agreement (including
     the Loan Documents), document or instrument means such agreement, document
     or instrument as amended or modified and in effect from time to time in
     accordance with the terms thereof (and, if applicable, in accordance with
     the terms hereof and the other Loan Documents), except where otherwise
     explicitly provided, and reference to any promissory note includes any
     promissory note which is an extension or renewal thereof or a substitute or
     replacement therefor. Reference to any law, rule, regulation, order,
     decree, requirement, policy, guideline, directive or interpretation means
     as amended, modified, codified, replaced or reenacted, in whole or in part,
     and in effect on the determination date, including rules and regulations
     promulgated thereunder."

     3. Fees. Subsection 2.22(g) of the Credit Agreement is amended to read as
follows:

          "(g) CONTINUATION FEES. By letter dated September 13, 2001 to the
     Borrower, the Agent has notified the Borrower of the existence of certain
     Events of Default under the Credit Agreement (the "Known Existing Events of
     Default"). Provided no Event of Default that is not a Known Existing Event
     of Default occurs after the date of the Eleventh Amendment and the Borrower
     pays the Agent the fees described in this Subsection (g) ("Continuation
     Fees"), the Lenders and the Agent agree to forbear from exercising their
     rights and remedies under this Agreement. The Continuation Fee for each
     period described below shall be deemed fully earned on the first day of
     each period if any Obligations remain unsatisfied on such date and even if
     an Event of Default, that is not a Known Existing Event of Default, occurs
     after the date of the Eleventh Amendment, but shall be due and payable as
     set forth below.

               (i) The Continuation Fee for the period from September 1, 2001
          through December 31, 2001, shall be $250,000, due and payable in full
          on the date of the Eleventh Amendment, provided, however, that if no
          Event of Default, that is not a Known Existing Event of Default,
          occurs after the date of




                                      -4-





          the Eleventh Amendment, the Lenders shall rebate (A) $16,667 of such
          Continuation Fee if the Borrower's EBITDA for the fiscal month ended
          September 28, 2001, is greater than ($3,244,000), (B) $16,667 of such
          Continuation Fee if the Borrower's EBITDA for the fiscal month ended
          November 2, 2001, is greater than ($131,000), and (C) $16,667 of such
          Continuation Fee if the Borrower's EBITDA for the fiscal month ending
          November 30, 2001, is greater than $209,000. Any rebate to be given to
          the Borrower shall be made on the 15th day of the month following the
          fiscal month for which the EBITDA target was achieved, by means of a
          credit to the outstanding principal balance of the Revolving Advances.

               (ii) The Continuation Fee for each calendar month from January 1,
          2002, through March 31, 2002, shall be $100,000, provided, however,
          that if no Event of Default, that is not a Known Existing Event of
          Default, occurs after the date of the Eleventh Amendment, (A) the
          Continuation Fee for January 2002 shall be $50,000 if the Borrower's
          EBITDA for the fiscal month ending December 28, 2001 is greater than
          or equal to $246,000, (B) the Continuation Fee for February 2002 shall
          be $50,000 if the Borrower's EBITDA for the fiscal month ending
          February 1, 2002, is greater than or equal to $418,000, and (C) the
          Continuation Fee for March 2002 shall be $50,000 if the Borrower's
          EBITDA for the fiscal month ending March 1, 2002, is greater than or
          equal to $777,000. Each such Continuation Fee shall be due and payable
          in full on the 15th day of the month to which the Continuation Fee
          relates or the Termination Date, whichever is earlier."

     4. Factored Accounts. The following new Section 2.24 is added to the Credit
Agreement immediately after Section 2.23:

          "Section 2.24 Factored Accounts. The Borrower desires to sell certain
     Accounts owed by certain foreign account debtors, except Accounts included
     in the Borrowing Base for which a Revolving Advance has been or may be made
     (the "Factored Accounts"). Upon receipt of evidence satisfactory to the
     Agent that the Borrower has found a Person, reasonably acceptable to the
     Agent and the Lenders, that will purchase the Factored Accounts on a
     non-recourse basis (except for Factored Accounts that are outstanding for
     more than 90 days after the invoice date) and without requiring the grant
     of a security interest in any Collateral, the Agent shall release its
     Security Interest in the Factored Accounts to the extent necessary to
     permit such purchases."

     5. Warrants. The following new Section 2.25 is added to the Credit
Agreement immediately after Section 2.24:

          "Section 2.25 Warrants.



                                      -5-





                  (a) Within five (5) Banking Days after the date of the
         Eleventh Amendment, the Borrower shall deliver to the Agent a
         certificate (i) stating that except as set forth on such certificate,
         since June 19, 1998, the Borrower has not (A) issued or sold any shares
         of Common Stock (as defined in the Original Warrants) or Convertible
         Securities (as defined in the Original Warrants) that would result in
         an adjustment of the exercise price or number of shares purchasable
         under the Original Warrants, (B) declared any dividend on its Common
         Stock payable in Common Stock or Convertible Securities, (C) declared
         any other dividend or distribution upon its Common Stock payable
         otherwise then out of earnings or earned surplus, (D) subdivided its
         outstanding shares of Common Stock into a greater number of shares, (E)
         altered the conversion rate or consideration payable upon conversion of
         any Convertible Securities, or (F) engaged in any capital
         reorganization or reclassification, or consolidation or merger with
         another entity; (ii) setting forth a true and correct calculation of
         any changes in the exercise price and number of shares purchasable
         under the Original Warrants as a result of the transactions disclosed
         on such certificate; (iii) setting forth the price of the Borrower's
         stock at the close of business on the date of the Eleventh Amendment
         (the lower of such closing market price and the price calculated
         pursuant to clause (ii), the "Preliminary Exercise Price"); (iv)
         containing a calculation of the further adjustment of the exercise
         price and number of shares purchasable under the Original Warrants as a
         result of the issuance of the warrants to the Subordinated Lenders on
         or about the date of the Eleventh Amendment assuming for purposes
         thereof, that the exercise price of Original Warrants was equal to the
         Preliminary Exercise Price immediately prior to such issuance; and (v)
         containing a final determination of the exercise price ("Final Exercise
         Price") and the number of shares purchasable ("Number of Shares") under
         the Original Warrants as a result of the foregoing. If the Borrower
         fails to deliver such certificate, the Agent may, at the Borrower's
         expense, hire a Person to prepare such certificate and the Borrower
         shall cooperate and assist that Person.

               (b) Within fifteen (15) Banking Days after the date of the
          Eleventh Amendment, the Borrower shall execute and deliver to the
          Agent, amended and restated warrants in favor of each Lender (each a
          "Warrant", and together with any warrants issued in exchange or
          substitution therefor, the "Warrants"), to purchase in the aggregate
          the Number of Shares of Common Stock at the Final Exercise Price. The
          Warrants shall be substantially similar to the Original Warrants
          provided that they shall expire not earlier than the fifth anniversary
          of the date of the Eleventh Amendment, shall not be any less favorable
          than the warrants issued to the Subordinated Lenders and shall be
          otherwise acceptable to the Agent and the Lenders."



                                      -6-






     6. Commercial Tort Claims.

          (a) Section 3.1 of the Credit Agreement is amended by adding the
     following new sentence at the end thereof:

          "Upon request by the Lender, the Borrower will grant the Agent a
          security interest in all commercial tort claims it may have against
          any Person."

          (b) Section 6.1 of the Credit Agreement is amended by adding the
     following new subsection (i-1) immediately after subsection (i):

               "(i-1) Promptly upon knowledge thereof, the Borrower will deliver
          to the Agent notice of any commercial tort claims it may bring against
          any person, including the name and address of each defendant, a
          summary of the facts, an estimate of the Borrower's damages, copies of
          any complaint or demand letter submitted by the Borrower, and such
          other information as the Agent may request."

     7. Financing Statements. Section 3.6 of the Credit Agreement is amended by
adding the following new sentence before the first sentence of that Section:

         "The Borrower authorizes the Agent to file from time to time where
         permitted by law, such financing statements against collateral
         described as "all personal property" or describing specific items of
         collateral including commercial tort claims as the Agent deems
         necessary or useful to perfect the Security Interest."

     8. Warrants.

          (a) Section 5.4 of the Credit Agreement is amended to read as follows:

          Section 5.4 Warrants and Warrant Stock. The Warrants, when issued,
     shall be duly authorized, validly issued and outstanding, fully paid,
     nonassessable and free and clear of all pledges, liens, encumbrances and
     restrictions except for restrictions on transfer pursuant to the Securities
     Act, and the shares of Warrant Stock issuable upon exercise of the Warrants
     shall have been reserved for, and the Warrant Stock when issued and paid
     for in accordance with the Warrants will be duly authorized, validly issued
     and outstanding, fully paid, nonassessable and free and clear of all
     pledges, liens, encumbrances and restrictions, except for restrictions on
     transfer pursuant to the Securities Act. The Warrants and the certificates
     representing the Warrant Stock to be delivered upon the exercise of the
     Warrants, will be genuine, and the Borrower has no knowledge of any fact
     which would impair the validity thereof."



                                      -7-





          (b) Section 6.16 of the Credit Agreement is amended to read as
     follows:

          "Section 6.16 Reserved."

     9. Financial Covenants. Sections 6.18 through 6.21 of the Credit Agreement
are amended to read as follows:

          "Section 6.18 Reserved.

          "Section 6.19 Reserved.

          "Section 6.20 Reserved.

          "Section 6.21 - Minimum EBITDA. The Borrower will achieve during each
     period described below, EBITDA, of not less than the amount set forth
     opposite such period:



           PERIOD                                  MINIMUM EBITDA
           ------                                  --------------
                                                
1 fiscal month period ending                         ($3,750,000)
September 28, 2001

2 fiscal months ending November 2,                   ($3,800,000)
2001

3 fiscal months ending November 30,                  ($3,500,000)
2001

4 fiscal months ending December 28,                  ($3,500,000)
2001

1 fiscal month ending February 1, 2002                        $0

2 fiscal months ending March 1, 2002                    $500,000

3 fiscal months ending March 29, 2002                 $1,000,000


     10. Liens. Section 7.1(f) of the Credit Agreement is amended to read as
follows:

          (a) a subordinated lien in favor of the Subordinated Lender on all
     assets, other than real property assets, including but not limited to
     Manufacturing Fixtures (as defined in the Subordinated Secured Notes
     Purchase Agreement, dated as of May 18, 2001, by and among the Borrower and
     the Subordinated Lender) of the Borrower, its Affiliates and its



                                      -8-






     Subsidiaries, including but not limited to IFT, which lien may secure not
     more than $12,000,000 in principal amount, plus interest and costs of
     collection of Subordinated Indebtedness, shall be subordinate to the
     Security Interest, and which shall be automatically released upon the
     closing of the sale of any such assets to any bona fide purchaser approved
     by the Agent. Following such a sale contemplated in this Subsection (f),
     the Subordinated Lender may hold a lien on only those proceeds of such sale
     which are in excess of the Obligations."

     11. Additional Subordinated Debt. Sections 7.2(b-1) and (b-2) are amended
to read as follows:

          "(b-1) Subordinated Debt to be used for general corporate purposes and
     working capital only not exceeding an aggregate principal amount of
     $21,500,000."

     12. Sale or Transfer of Assets; Suspension of Business Operations. Section
7.6 of the Credit Agreement is amended by deleting the words "Section 7.10" in
the second line thereof and inserting in their place the words, "Sections 2.24
and 7.10".

     13. Events of Default. Section 8.1 of the Credit Agreement is amended by
deleting Subsections (r) through (y) and inserting the following new subsections
(r) and (s) are added immediately after subsection (q):

          "(r) Within five (5) Banking Days after the date of the Eleventh
     Amendment, the Borrower shall fail to deliver to the Agent copies of the
     executed Subordinated Debt documents in favor of the Subordinated Lenders
     (including copies of all warrants issued in favor of the Subordinated
     Lenders) and evidence that the Borrower has received the cash proceeds of
     not less than $7 million in new Subordinated Debt less costs and expenses
     incurred in connection therewith;"

          "(s) Within thirty (30) days after the date of the Eleventh Amendment,
     the Borrower shall fail to deliver to the Agent a commitment by Old
     Republic National Title Insurance Company to issue a mortgagee's title
     insurance policy with respect to the Real Estate in the amount of not less
     than $8 million, subject only to permitted liens and encumbrances
     identified in the Mortgage."

     14. Binding Effect, etc. Section 10.12 of the Credit Agreement is amended
to read as follows:

          Section 10.12 Binding Effect; Assignment; Complete Agreement;
     Exchanging Information. The Loan Documents shall be binding upon and inure
     to the benefit of the Borrower, the Agent and the Lenders and their
     respective successors and assigns,



                                      -9-






     except that the Borrower shall not have the right to assign its rights
     thereunder or any interest therein without the prior written consent of the
     Agent and the Lenders. To the extent permitted by law, the Borrower waives
     and will not assert against any assignee any claims, defenses or set-offs
     which the Borrower could assert against the Agent or any Lender. This
     Agreement shall also bind all Persons who become a party to this Agreement
     as a borrower. This Agreement, together with the Loan Documents, comprises
     the complete and integrated agreement of the parties on the subject matter
     hereof and supersedes all prior agreements, written or oral, on the subject
     matter hereof. Without limiting any Lender's right to share information
     regarding the Borrower and its Affiliates with that Lender's participants,
     accountants, lawyers and other advisors, each Lender, its ultimate parent
     company, and all direct and indirect subsidiaries of such ultimate parent
     company, may exchange any and all information they may have in their
     possession regarding the Borrower and its Affiliates, and the Borrower
     waives any right of confidentiality it may have with respect to such
     exchange of such information."

     15. Retention of Documents. The following new Section 10.12A is added to
the Credit Agreement immediately after Section 10.12:

          "Section 10.12A Retention of Borrower's Records. The Lenders and the
     Agent shall have no obligation to maintain any electronic records or any
     documents, schedules, invoices, agings, or other papers delivered to any
     Lender or the Agent by the Borrower or in connection with the Loan
     Documents for more than four months after receipt."

     16. No Other Changes. Except as explicitly amended by this Amendment, all
of the terms and conditions of the Credit Agreement shall remain in full force
and effect and shall apply to any advance or letter of credit thereunder.

     17. Mortgages; Due Diligence. The Agent may in its sole discretion and at
the Borrower's cost, conduct such due diligence with respect to the Real Estate
as prudent lenders typically do, including obtaining a survey, environmental
audit, appraisal and mortgagee's title insurance (with various endorsements) for
an amount not less than $8,000,000.

     18. Conditions Precedent. This Amendment shall be effective when the
following conditions have been met to the satisfaction of the Agent:

          (a) the Agent shall have received a fully executed original hereof and
     of the Acknowledgment and Agreement of Guarantor;

          (b) payment of the Continuation Fee described in Section 2.22(g)(i) of
     the Credit Agreement; and



                                      -10-







          (c) the Sixth Mortgage Amendment, duly executed by the Borrower.

     19. Representations and Warranties. The Borrower hereby represents and
warrants to the Lenders as follows:

          (a) The Borrower has all requisite corporate power and authority to
     execute this Amendment and to perform all of its obligations hereunder, and
     this Amendment has been duly executed and delivered by the Borrower and
     constitutes the legal, valid and binding obligation of the Borrower,
     enforceable in accordance with its terms.

          (b) The execution, delivery and performance by the Borrower of this
     Amendment have been duly authorized by all necessary corporate action and
     do not (i) require any authorization, consent or approval by any
     governmental department, commission, board, bureau, agency or
     instrumentality, domestic or foreign, (ii) violate any provision of any
     law, rule or regulation or of any order, writ, injunction or decree
     presently in effect, having applicability to the Borrower, or the articles
     of incorporation or by-laws of the Borrower, or (iii) result in a breach of
     or constitute a default under any indenture or loan or credit agreement or
     any other agreement, lease or instrument to which the Borrower is a party
     or by which it or its properties may be bound or affected.

          (c) All of the representations and warranties contained in Article V
     of the Credit Agreement are correct on and as of the date hereof as though
     made on and as of such date, except to the extent that such representations
     and warranties relate solely to an earlier date.

     20. References. All references in the Credit Agreement to "this Agreement"
shall be deemed to refer to the Credit Agreement as amended hereby; and any and
all references in the Security Documents to the Credit Agreement shall be deemed
to refer to the Credit Agreement as amended hereby.

     21. No Waiver. The execution of this Amendment and acceptance of any
documents related hereto shall not be deemed to be a waiver of any Default or
Event of Default under the Credit Agreement or breach, default or event of
default under any Security Document or other document held by the Lenders,
whether or not known to the Lenders and whether or not existing on the date of
this Amendment.

     22. Release. The Borrower, and each Guarantor by executing the
Acknowledgment and Agreement of Guarantor below, each hereby absolutely and
unconditionally releases and forever discharges the Agent, the Lenders, and any
and all participants, parent corporations, subsidiary corporations, affiliated
corporations, insurers, indemnitors, successors and assigns thereof, together
with all of the present and former directors, officers, agents and employees of
any of the foregoing, from any and all claims,



                                      -11-







demands or causes of action of any kind, nature or description, whether arising
in law or equity or upon contract or tort or under any state or federal law or
otherwise, which the Borrower or the Guarantor has had, now has or has made
claim to have against any such person for or by reason of any act, omission,
matter, cause or thing whatsoever arising from the beginning of time to and
including the date of this Amendment, whether such claims, demands and causes of
action are matured or unmatured or known or unknown.

     23. Costs and Expenses. The Borrower hereby reaffirms its agreement under
the Credit Agreement to pay or reimburse the Lenders on demand for all costs and
expenses incurred by the Lenders in connection with the Credit Agreement, the
Security Documents and all other documents contemplated thereby, including
without limitation all reasonable fees and disbursements of legal counsel.
Without limiting the generality of the foregoing, the Borrower specifically
agrees to pay all fees and disbursements of counsel to the Lenders for the
services performed by such counsel in connection with the preparation of this
Amendment and the documents and instruments incidental hereto. The Borrower
hereby agrees that the Lenders may, at any time or from time to time in its sole
discretion and without further authorization by the Borrower, make a loan to the
Borrower under the Credit Agreement, or apply the proceeds of any loan, for the
purpose of paying any such fees, disbursements, costs and expenses, including
without limitation the fees owed under Section 2.22(g)(i).

     24. Miscellaneous. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.



                             [signatures next page]




                                      -12-






     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.

WELLS FARGO BANK MINNESOTA,                  SHELDAHL, INC.
  NATIONAL ASSOCIATION, as Agent



By /s/ Kimberly Leppanen                     By /s/ Benoit Y. Pouliquen
   -------------------------------              --------------------------------
       Kimberly Leppanen                            Benoit Y. Pouliquen
       Its Vice President                           Its President and Chief
                                                    Executive Officer


WELLS FARGO BANK MINNESOTA,                  THE CIT GROUP/EQUIPMENT
  NATIONAL ASSOCIATION                         FINANCING, INC.



By /s/ Kimberly Leppanen                     By /s/ W.B. Stoebig
   -------------------------------              --------------------------------
       Kimberly Leppanen                            W. B. Stoebig
       Its Vice President                           Vice President - Credit






                                      -13-







                    ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR

     The undersigned, a guarantor of the indebtedness of Sheldahl, Inc. (the
"Borrower") to the Lenders (as defined in the foregoing Eleventh Amendment to
Amended and Restated Credit and Security Agreement) pursuant to a Guaranty dated
as of May 23, 2001 (the "Guaranty"), hereby (i) acknowledges receipt of the
foregoing Amendment; (ii) consents to the terms (including without limitation
the release set forth in paragraph 22 of the Amendment) and execution thereof;
(iii) reaffirms its obligations to the Lenders pursuant to the terms of the
Guaranty; and (iv) acknowledges that the Lenders may amend, restate, extend,
renew or otherwise modify the Credit Agreement and any indebtedness or agreement
of the Borrower with the Lender, or enter into any agreement or extend
additional or other credit accommodations to the Borrower, without notifying or
obtaining the consent of the undersigned and without impairing the liability of
the undersigned under the Guaranty.

                                       MOLEX INCORPORATED

                                       By /s/ Robert Mahoney
                                          --------------------------------------
                                              Robert Mahoney
                                              Its Vice President and Chief
                                                  Financial Officer

EX-99.0

                                                                    EXHIBIT 99.0

FOR IMMEDIATE RELEASE

                   SHELDAHL RAISES $7 MILLION IN DEBT OFFERING

                 COMPANY TO RETAIN TECHNICAL MATERIALS BUSINESS

NORTHFIELD, MINNESOTA - October 29, 2001 - Sheldahl, Inc. (NASDAQ: SHEL) today
announced it has raised $7 million in subordinated debt from Morgenthaler
Partners VII L.P., Ampersand IV L.P. and Molex Incorporated, existing investors
in the company. Sheldahl also announced today that it would not sell its
technical materials business, based in Northfield.

     "This financing is an important milestone for the business. It is completed
at a time when the national economy is under pressure, and reflects the
confidence that existing investors have in the future potential of Sheldahl,"
said Benoit Pouliquen, President and Chief Executive Officer of Sheldahl.
"Combined with the broad actions we have taken to reduce costs, this places us
in a position to operate effectively in a depressed market. We are committed to
continuing to respond to the evolving economic and market conditions to ensure
the long term success of the business."

     In May, the company announced its intention to sell a portion of its
materials business and has actively pursued sale opportunities. After an
extensive review process led by William Blair & Company, LLC of Chicago, an
investment banking firm, the company has determined that its best financial
interests are served by retaining the materials business intact.

     "We have received indications of interest for the purchase of our materials
business, but no offer reflecting the true value of the operation," said Mr.
Pouliquen. "We will continue to manage and build this important operation."

     In connection with the financing, the company issued the investors warrants
to purchase approximately 3.2 million shares of common stock. Additional
information regarding the debt offering may be found in the company's current
report on Form 8-K to be filed with the Securities and Exchange Commission.

     Products from Sheldahl's technical materials business include vacuum
deposited materials, unidirectional tape and specialty laminates, including
Copper/PET and Copper/PEN, used in the electronics industries. Sheldahl's flex
interconnect and chip carrier products have a continuing need for these
materials.



                                      -1-







ABOUT SHELDAHL

Sheldahl, Inc. is a leading producer of high-density substrates, high-quality
flexible printed circuitry, and flexible laminates primarily for sale to the
automotive, electronics and data communications markets. The company, which is
headquartered in Northfield Minnesota, has operations in Northfield; Longmont,
Colorado; Endicott, New York; Toronto, Ontario, Canada; and Chihuahua, Chih.,
Mexico. Sheldahl's Common Stock trades on the Nasdaq National Market tier of the
Nasdaq Stock Market under the Symbol: SHEL. Sheldahl news and information can be
found on the World Wide Web at http://www.sheldahl.com.

                                      ###

FOR PRESS INQUIRIES:

Matt West
Coltrin & Associates
630-852-6468
630-430-6051 (cell)
matt_west@coltrin.com

or

Troy McCombs
Coltrin & Associates
212-221-1616

The discussion above contains statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements by their nature
involve substantial risks and uncertainties as described by Sheldahl's periodic
filings. Actual results may differ materially depending on a variety of factors.
Information with respect to the risks and uncertainties faced by Sheldahl may be
found in, and the prior discussion is qualified in its entirety by, the Risk
Factors contained in the Company's filings with the Securities and Exchange
Commission including Sheldahl's Annual Report, Form 10-K for the fiscal year
ended December 29, 2000, and other SEC filings. Sheldahl does not undertake any
obligation to update any such factors or to publicly announce developments or
events relating to the matters described herein.




                                      -2-