Exhibit 10.6

                     FIFTH AMENDMENT TO INVESTMENT AGREEMENT


     THIS FIFTH  AMENDMENT TO INVESTMENT  AGREEMENT  ("Amendment"),  dated as of
March 11,  1998,  is made by and among (i)  DEVLIEG-BULLARD,  INC.,  a  Delaware
corporation (the "Company"), (ii) BANC ONE CAPITAL PARTNERS CORPORATION, a Texas
corporation ("Banc One"), and PNC CAPITAL CORP, a Delaware  corporation  ("PNC")
(Banc One and PNC are sometimes  collectively referred to as the "Senior Holders
or  individually  as a "Senior  Holder"),  (iii)  CHARLES E.  BRADLEY,  SR.,  an
individual  residing  in  Connecticut  ("Bradley")  and (iv) JOHN G.  POOLE,  an
individual  residing  in New York  ("Poole")  (Bradley  and Poole are  sometimes
collectively  referred to as the "Junior Holders",  or individually as a "Junior
Holder";  the Senior Holders and the Junior  Holders are sometimes  collectively
referred to as the "Holders").


                              W I T N E S S E T H:


     WHEREAS,  the Senior Holders,  Allied (as defined in the Agreement) and the
Company entered into that certain Investment  Agreement dated as of May 25, 1994
(the  "Original  Agreement"),  as amended by that  certain  First  Amendment  to
Investment  Agreement dated as of October 23, 1995, by and among Senior Holders,
Allied,  Junior  Holders and the Company (the "First  Amendment"),  that certain
Second  Amendment to  Investment  Agreement  dated as of April 12, 1996,  by and
among Senior Holders,  Junior Holders and the Company (the "Second  Amendment"),
that certain  Third  Amendment to Investment  Agreement  dated as of January 17,
1997, by and among Senior  Holders,  Junior  Holders and the Company (the "Third
Amendment") and that certain Fourth  Amendment to Investment  Agreement dated as
of September  __,  1997,  by and among Senior  Holders,  Junior  Holders and the
Company (the "Fourth Amendment";  the Original  Agreement,  the First Amendment,
the Second  Amendment,  the Third Amendment and the Fourth  Amendment are herein
collectively  referred  to as the  "Agreement"),  pursuant  to which the  Senior
Holders and Allied agreed to purchase $12,000,000 of subordinated debentures and
Junior Holders agreed to purchase  $4,000,000 of junior debentures (the proceeds
of said junior debentures having been used to satisfy the senior debentures held
by Allied), all in accordance with, and as provided in, the Agreement; and

     WHEREAS,  the Company has requested  that the Senior Holders and the Junior
Holders further amend the Agreement in certain respects; and

                                                         

<PAGE>



     WHEREAS, Allied remains a "Holder" under the Agreement for limited purposes
only and, accordingly, is not required to join in this Amendment;

     NOW,  THEREFORE,  for and in  consideration  of the  mutual  covenants  and
agreement  contained herein,  intending to be legally bound hereby,  the parties
agree as follows:

     1. Senior Debt. In accordance with the provisions of Paragraph 1.03 (Senior
Debt),  Holders  hereby consent to a  $2,514,285.99  increase in the term Senior
Debt of the Company,  to aggregate  amount of $7,600,000,  the  consolidation of
said term  debt  into a single  term  facility  to be  repaid in equal,  monthly
installments of $200,000 each, plus accrued interest,  beginning March 31, 1998,
and maturing  April 30,  2001,  and the  extension  of the maturity  date of the
remaining Senior Debt to October 31, 2001.

     2. Financial  Covenants.  Sections 7.11 (Minimum  Consolidated  Net Worth),
7.12  (Consolidated   Interest  Coverage  Ratio),   7.13   (Consolidated   Total
Liabilities to Consolidated Net Worth), 7.14 (Consolidated  Current Ratio), 7.15
(Consolidated  Fixed Charge Coverage Ratio), and 7.16  (Consolidated  EBITDA) of
the Agreement  are hereby  deleted and the  following  are  substituted  in lieu
thereof  (and,  as used  therein,  "Quarterly  Date" shall mean each January 31,
April 30, July 31 and October 31):

          7.11 Minimum  Consolidated Net Worth. The Company and its Consolidated
     Subsidiaries  shall maintain as of each date specified below a Consolidated
     Net Worth of not less than the following:

                         Date                                    Amount
                         ----                                    ------

                  April 30, 1998                              $22,000,000
                  July 31, 1998                               $22,000,000
                  October 31, 1998                            $22,000,000
                  January 31, 1999                            $22,000,000
                  April 30, 1999                              $25,000,000
                  July 31, 1999                               $25,000,000
                  October 31, 1999                            $25,000,000
                  January 31, 2000                            $25,000,000
                  April 30, 2000                              $25,000,000
                  July 31, 2000                               $27,000,000
                  and thereafter

          7.12  Consolidated  Interest  Coverage  Ratio.  The  Company  and  its
     Consolidated  Subsidiaries shall maintain for each period specified below a
     Consolidated Interest Coverage Ratio of not less than the following:


                                        2

<PAGE>



                           Period                                  Ratio
                           ------                                  -----

                  Four quarters ended
                    January 31, 1998                          2.40  to  1.00
                  February 1, 1998 to
                    April 30, 1998                            2.40  to  1.00
                  February 1, 1998 to
                    July 31, 1998                             2.40  to  1.00
                  February 1, 1998 to
                    October 31, 1998                          2.40  to  1.00
                  February 1, 1998 to
                    January 31, 1999                          2.40  to  1.00
                  Four quarters ended
                    April 30, 1999                            2.90  to  1.00
                  Four quarters ended
                    July 31, 1999                             2.90  to  1.00
                  Four quarters ended
                    October 31, 1999                          2.90  to  1.00
                  Four quarters ended
                    January 31, 2000                          2.90  to  1.00
                  Four quarters ended
                    April 30, 2000                            2.90  to  1.00
                  Four quarters ended
                    July 31, 2000                             3.60  to  1.00
                    and on each Quarterly
                    Date thereafter

          7.13  Consolidated  Total  Liabilities to Consolidated  Net Worth. The
     Company and its Consolidated Subsidiaries will not as of any date specified
     below permit the ratio of Consolidated  Current Liabilities to Consolidated
     Net Worth to be greater than the following:

                           Date                                 Ratio
                           ----                                 -----

                  April 30, 1998                              4.00  to  1.00
                  July 31, 1998                               4.00  to  1.00
                  October 31, 1998                            4.00  to  1.00
                  January 31, 1999                            4.00  to  1.00
                  April 30, 1999                              4.00  to  1.00
                  July 31, 1999                               3.75  to  1.00
                  October 31, 1999                            3.75  to  1.00
                  January 31, 2000                            3.75  to  1.00
                  April 30, 2000                              3.75  to  1.00
                  July 31, 2000                               3.25  to  1.00
                    and each Quarterly
                    Date thereafter


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<PAGE>



          7.14  Consolidated  Current  Ratio.  The Company and its  Consolidated
     Subsidiaries  shall  have  as of  any  date  specified  below  a  ratio  of
     Consolidated Current Assets to Consolidated Current Liabilities of not less
     than the following:

                           Date                                    Ratio
                           ----                                    -----

                  April 30, 1998                              1.08  to  1.00
                  July 31, 1998                               1.08  to  1.00
                  October 31, 1998                            1.08  to  1.00
                  January 31, 1999                            1.08  to  1.00
                  April 30, 1999                              1.08  to  1.00
                  July 31, 1999                               1.25  to  1.00
                  October 31, 1999                            1.25  to  1.00
                  January 31, 2000                            1.25  to  1.00
                  April 30, 2000                              1.25  to  1.00
                  July 31, 2000                               1.35  to  1.00
                    and each Quarterly
                    Date thereafter

          7.15  Consolidated  Fixed Charge Coverage  Ratio.  The Company and its
     Consolidated  Subsidiaries shall maintain at the end of each Rolling Period
     a Consolidated Fixed Charge Coverage Ratio of not less than 1.10 to 1.00.

          7.16   Consolidated   EBITDA.   The  Company   and  its   Consolidated
     Subsidiaries  shall  have for each  period  specified  below an  amount  of
     Consolidated EBITDA of not less than the following:

                       Period                                        Amount
                       ------                                        ------

              For the four quarters
                ended on January 31,
                1998                                               $12,000,000
              February 1, 1998 to
                April 30, 1998                                     $ 2,500,000
              February 1, 1998 to
                July 31, 1998                                      $ 5,500,000
              February 1, 1998 to
                October 31, 1998                                   $ 8,500,000
              February 1, 1998 to
                January 31, 1999                                   $11,500,000
              For the four quarters
                ended on April 30, 1999                            $13,000,000
              For the four quarters
                ended on July 30, 1999                             $13,500,000
              For the four quarters
                ended on October 31, 1999                          $13,500,000
              For the four quarters
                ended on January 31, 2000                          $13,500,000

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<PAGE>


               For the four quarters
                 ended on April 30, 2000                            $13,500,000
               For the four quarters
                 ended on July 31,
                 2000 and for the four
                 quarters ended on
                 each Quarterly Date
                 thereafter                                         $14,500,000

     3.  Miscellaneous.  The  provisions of the  Agreement  shall remain in full
force and effect except as modified hereby.

     IN WITNESS WHEREOF,  the parties, by their duly authorized  officers,  have
executed and delivered this Fourth  Amendment to Investment  Agreement as of the
date first written above.


                                                DEVLIEG-BULLARD, INC.


ATTEST: _______________________                 By: /s/ WO Thomas
                                                    ---------------------------
                                                   Title: PRESIDENT




                                                BANC ONE CAPITAL PARTNERS
                                                CORPORATION


ATTEST: _______________________                 By:/s/ James H. Wolfe
                                                -------------------------------
                                                   Title: Managing Director




                                                PNC CAPITAL CORP


ATTEST: _______________________                 By: /s/ David J. Blair
                                                -------------------------------
                                                   Title: Senior Vice President
                                                          and Principle





WITNESS: ______________________                 /s/ Charles E. Bradley
                                                -------------------------------
                                                CHARLES E. BRADLEY, SR.



WITNESS: ______________________                 /s/ John G. Poole
                                                -------------------------------
                                                JOHN G. POOLE


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