[Execution Copy]


                    FOURTH AMENDMENT TO AMENDED AND RESTATED
                        FINANCING AND SECURITY AGREEMENT


     FOURTH AMENDMENT TO AMENDED AND RESTATED  FINANCING AND SECURITY  AGREEMENT
("Fourth Amendment") dated as of March 11, 1998 among DEVLIEG BULLARD, INC. (the
"Borrower"),  THE CIT  GROUP/BUSINESS  CREDIT,  INC.  ("CITBC"),  BNY  FINANCIAL
CORPORATION  ("BNYFC")  (each of CITBC and BNYFC  referred to as a "Lender"  and
collectively,  the "Lenders") and THE CIT GROUP/BUSINESS  CREDIT, INC., as agent
for the  Lenders  (in  such  capacity,  together  with  its  successors  in such
capacity, the "Lenders Agent").

     PRELIMINARY  STATEMENT.  Reference  is made  to the  Amended  and  Restated
Financing  and  Security  Agreement  dated as of  January  17,  1997  among  the
Borrower,  CITBC, each other lender which may thereafter  execute and deliver an
instrument of assignment under the Financing Agreement pursuant to Section 9(18)
(each a "Lender" and  collectively,  the "Lenders") and the Lenders Agent ("1997
Agreement"),  as amended by a First Amendment to Amended and Restated  Financing
and  Security  Agreement  dated as of  April 1,  1997,  as  amended  by a Second
Amendment to Amended and Restated  Financing and Security  Agreement dated as of
September  17, 1997 and as amended by a Third  Amendment to Amended and Restated
Financing  and  Security  Agreement  dated as of December 29, 1997 (as it may be
further  amended,  supplemented  or modified from time to time,  the  "Financing
Agreement"). Any term used in this Fourth Amendment and not otherwise defined in
this  Fourth  Amendment  shall  have the  meaning  assigned  to such term in the
Financing Agreement.

     The parties hereto have agreed to amend certain terms and provisions of the
Financing Agreement as hereinafter set forth.

     SECTION 1. Amendments to Financing  Agreement.  The Financing Agreement is,
subject to the  satisfaction of the conditions  precedent set forth in Section 2
hereof, hereby amended as follows:

          (a) The  listing  of  Exhibits  A1 to A5 is amended in full to read as
     follows:

                  Exhibit A1 - Form of Term Loan Promissory Note
                  Exhibit A5 - Form of Revolving Loans Promissory Note

          (b)  Each of the  Schedules  is  replaced  by  each  of the  Schedules
     attached to the Fourth Amendment.

<PAGE>

          (c)  The  following   definitions  shall  be  added  in  their  proper
     alphabetical order:

               "'Quarterly  Date' means each  January 31,  April 30, July 31 and
          October 31."

               "'Term Loan' have the meaning specified in Section 4(1)."

               "'Term Loan Promissory  Note' shall mean the note, in the form of
          Exhibit A1 attached  hereto,  delivered by the Borrower to each Lender
          to evidence  each such  Lender's  respective  portion of the Term Loan
          pursuant to, and  repayable in  accordance  with,  the  provisions  of
          Section 4 of this Financing Agreement."

               "'Fourth  Amendment  Fee'  means a fee  equal to  Fifty  Thousand
          Dollars ($50,000)."

               "'Third Closing Date' means March 11, 1998."

          (c) The definition of  "Consolidated  Fixed Charge  Coverage Ratio" is
     amended in full to read as follows:

               "'Consolidated  Fixed Charge  Coverage Ratio' shall mean, for any
          period,  a ratio  determined  as of the relevant  calculation  date by
          dividing (a) Consolidated EBITDA by (b) the sum for such period of (i)
          Consolidated  Interest Expense (other than any such Expenses  incurred
          under the Seller Note (Mattison)), plus (ii) payments made on the Term
          Loan  pursuant to Section 4 of this  Financing  Agreement,  plus (iii)
          Capital  Expenditures,  plus (iv) income taxes of the Borrower and its
          Consolidated Subsidiaries determined in accordance with GAAP."

          (d) The  definition of "Early  Termination  Fee" is amended in full to
     read as follows:

               "'Early  Termination  Fee' shall: i) mean the fee the Lenders are
          entitled to charge the Borrower in the event the  Borrower  terminates
          the  Revolving  Line of Credit or this  Financing  Agreement on a date
          prior to the Final  Maturity  Date;  and ii) be an amount equal to (x)
          $400,000  if the  Early  Termination  Date is a date  after  the Third
          Closing Date but prior to the first  anniversary  of the Third Closing
          Date; (y) $300,000 if the Early Termination Date is a date on or after
          the  first  anniversary  of the  Third  Closing  Date but prior to the
          second  anniversary of the Third Closing Date; and (z) $200,000 if the
          Early


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<PAGE>

          Termination  Date is a date on or after the second  anniversary of the
          Third Closing Date."

          (e) The definition of "Final Maturity Date" is amended in full to read
     as follows:

               "'Final Maturity Date' means October 31, 2001.

          (f) The  definition  of "Mandatory  Prepayment"  is amended in full to
     read as follows:

               "'Mandatory  Prepayment'  shall mean  (i)the  amount by which the
          Borrower must prepay the Revolving  Loans  immediately  upon demand as
          provided  in  Section  3,  paragraph  1(c)  or (d) of  this  Financing
          Agreement  or (ii) the amount by which the  Borrower  must  prepay the
          Term  Loan  pursuant  to  Section  4,  paragraph  4 of this  Financing
          Agreement,  or any or all of the  foregoing,  all as the  context  may
          require."

          (g) In each of the Loan Documents each of "any Term Loan", "any of the
     Term Loans", "such Term Loan", "the Term Loans" and "Term Loans" is changed
     to "the Term Loan".

          (h) In each of the Loan  Documents each of "the Term Loan I Promissory
     Note, the Term Loan II Promissory  Note, the Term Loan III Promissory Note,
     [and/or]  the Term Loan IV  Promissory  Note" is  changed to "the Term Loan
     Notes".

          (i) The following definitions are deleted in their entirety "Term Loan
     I", "Term Loan II", Term Loan III", "Term Loan IV", "Term Loan I Promissory
     Note",  "Term Loan II Promissory  Note", Term Loan III Promissory Note" and
     "Term Loan IV Promissory Note".

          (j) Section 4, Term Loans, is amended in full to read as follows:

     SECTION 4. Term Loans.

          1. The  Lenders  and the  Borrower  acknowledge  that Two  Million Six
     Hundred  Eighty-Five  Thousand  Seven Hundred  Thirteen  Dollars and Ninety
     Cents ($2,685,713.90) of Term Loan I made pursuant to and as defined in the
     1997 Agreement remains outstanding,  One Million Three Hundred Thirty-Three
     Thousand Three Hundred Thirty-Three Dollars and Forty Cents ($1,333,333.40)
     of Term  Loan II made  pursuant  to and as  defined  in the 1997  Agreement
     remains  outstanding,  the Term Loan III made pursuant to 


                                       3
<PAGE>

     and as  defined  in the  1997  Agreement  has been  repaid  in full and One
     Million  Sixty-Six  Thousand Six Hundred  Sixty-Six Dollars and Seventy-One
     Cents  ($1,066,666.71)  of Term Loan IV made  pursuant to and as defined in
     the 1997 Agreement  remains  outstanding and the Lenders agree on the terms
     and  conditions set forth in this Fourth  Amendment,  to make a loan to the
     Borrower on the Third Closing Date in the  principal  amount of Two Million
     Five  Hundred  Fourteen  Thousand  Two  Hundred   Eighty-Five  Dollars  and
     Ninety-Nine  Cents  ($2,514,285.99).  The Lenders and the Borrower agree to
     combine  the  loans  in the  preceding  sentence  to make  one  loan in the
     principal amount of Seven Million Six Hundred Thousand Dollars ($7,600,000)
     ("Term Loan"). Amounts prepaid on Term Loan cannot be reborrowed."

          2. The  Borrower  hereby  agrees to execute and deliver to each Lender
     the Term Loan Promissory  Note, in the form of Exhibit A1 attached  hereto,
     to evidence the Term Loan made by such Lender on the Third Closing Date.

          3. The  principal  amount  of the Term  Loan  shall be  repaid  to the
     Lenders  by  the  Borrower  in  thirty-eight  (38)   consecutive,   monthly
     installments  each in the amount of $200,000 with the first installment due
     on March 31, 1998,  and with  subsequent  installments  due on each Monthly
     Date thereafter to and including April 30, 2001.

          4. Mandatory  Prepayments  shall be made with respect to the Term Loan
     within  90  days  after  the  end of  each  fiscal  year  of the  Borrower,
     commencing  with the fiscal year ended July 31, 1998, in an amount equal to
     fifty  percent  (50%) of Excess Cash Flow of the  Borrower  for such fiscal
     year.  The  proceeds  of all of these  prepayments  shall be applied to the
     scheduled installments of principal in the inverse order of maturity.

          5. The  Borrower may prepay any or all of the Term Loan in whole or in
     part at any  time,  at its  option;  provided,  however,  that on each such
     prepayment,  the Borrower  shall pay accrued  interest on the  principal so
     prepaid  to the date of such  prepayment.  Each  optional  prepayment  made
     pursuant  to this  paragraph  5  shall  be  applied  to the  last  maturing
     installment(s) of principal on the Term Loan.

          6. In the event this  Financing  Agreement and the  Revolving  Line of
     Credit are  terminated by either the Lenders or the Borrower for any reason
     whatsoever,  the Term Loan shall  become due and  payable on the  effective
     date of such termination  notwithstanding  any provision to the contrary in
     the Term Loan Promissory Note.


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<PAGE>

          7.  The  Borrower  hereby  authorizes  Lenders  Agent  to  charge  its
     Revolving  Loan  account  with the  amount of all  amounts  due under  this
     Section 4 as such  amounts  become  due.  The  Borrower  confirms  that any
     charges which  Lenders Agent may so make to its account as herein  provided
     will be made as an  accommodation  to the  Borrower  and  solely at Lenders
     Agent's discretion.

     (k) Section 7(16),  Application of Proceeds,  is amended in full to read as
follows:

          "16.  Application  of Proceeds.  The Borrower does not own any "margin
     security" within the meaning of Regulation G (12 CFR Part 207) of the Board
     of  Governors  of the  Federal  Reserve  System  (herein  called a  "margin
     security").  The Borrower  represents and warrants that the proceeds of the
     Revolving  Loans and Term Loan I (as  defined in the 1997  Agreement)  were
     used at the First Closing Date to (i) refinance  all  Indebtedness  owed by
     DeVlieg to Shawmut  Bank N.A.,  (ii) make loans or advances to the Borrower
     to enable the  Borrower to finance the  Acquisition  (National  Acme).  The
     Borrower  represents and warrants that the proceeds of the Term Loan II (as
     defined in the 1997  Agreement)  were used by the Borrower to make payments
     in  connection  with each of the Watson  Bowman  Judgment and the Kochenash
     Litigation.  The proceeds of the Revolving Loans up to an aggregate  amount
     of $1,300,000 and the proceeds of the Term Loan III (as defined in the 1997
     Agreement)  and Term Loan IV (defined in the 1997  Agreement)  were used by
     Borrower to finance the  Acquisition  (Mattison).  The proceeds of the Term
     Loan  made on the  Third  Closing  Date  will be used to repay  outstanding
     Revolving Loans. The other proceeds of the Revolving Loans will be used for
     working capital and other general corporate purposes.  Neither the Borrower
     nor any agent  acting on its behalf has taken or will take any action which
     might cause this Financing  Agreement,  the Term Loan Promissory Notes, the
     Revolving  Loans  Promissory  Note or any other  Loan  Document  to violate
     Regulation  G,  Regulation  T,  Regulation  U,  Regulation  X or any  other
     regulation  of the Board of Governors of the Federal  Reserve  System or to
     violate  the  Exchange  Act,  in each case as in effect  now or as the same
     hereafter may be in effect."

     (l) Section 8(5)(b)(i) is amended in full to read as follows:

          "(b) In the  event of any loss or  damage  by fire or other  casualty,
     insurance  proceeds relating to Inventory shall first reduce the Borrower's
     Revolving Loan, and then the Term Loan and such


                                       5
<PAGE>

     payments  will  be  applied  to the  Term  Loan  in the  inverse  order  of
     maturity."

     (m) Section 8(10),  Minimum  Consolidated  Net Worth, is amended in full to
read as follows:

          "10. Minimum Consolidated Net Worth. The Borrower and its Consolidated
     Subsidiaries  shall have as of each date specified below a Consolidated Net
     Worth of not less than the amount specified below for such date:

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

                     April 30, 1998                     $25,000,000
                     July 31, 1998                      $25,000,000
                     October 31, 1998                   $25,000,000
                     January 31, 1999                   $25,000,000
                     April 30, 1999                     $27,500,000
                     July 31, 1999                      $27,500,000
                     October 31, 1999                   $27,500,000
                     January 31, 2000                   $27,500,000
                     April 30, 2000                     $27,500,000
                     July 31, 2000                      $27,500,000
                     October 31, 2000 and each
                        Quarterly Date thereafter       $30,000,000"

     (n) Section 8(11), Consolidated Interest Coverage Ratio, is amended in full
to read as follows:

          "11.  Consolidated  Interest  Coverage  Ratio.  The  Borrower  and its
     Consolidated  Subsidiaries  will  have for each  period  specified  below a
     Consolidated  Interest  Coverage Ratio of not less than the ratio specified
     below for such period:

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

                    Four quarters ended
                       January 31, 1998                         2.50 to 1.00
                    February 1, 1998 to
                       April 30, 1998                           2.50 to 1.00
                    February 1, 1998 to
                       July 31, 1998                            2.50 to 1.00
                    February 1, 1998 to
                       October 31, 1998                         2.50 to 1.00
                    February 1, 1998 to

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<PAGE>

                       January 31, 1999                         2.50 to 1.00
                    Four quarters ended
                       April 30, 1999                           3.00 to 1.00
                    Four quarters ended
                       July 31, 1999                            3.00 to 1.00
                    Four quarters ended
                       October 31, 1999 and each
                       four quarters ended on each
                       Quarterly Date thereafter                4.00 to 1.00"

     (o) Section  8(12),  Consolidated  Total  Liabilities to  Consolidated  Net
Worth, is amended in full to read as follows:

          "12.  Consolidated  Total  Liabilities to Consolidated  Net Worth. The
     Borrower  and  its  Consolidated  Subsidiaries  will  not  as of  any  date
     specified  below  have  a  ratio  of  Consolidated   Total  Liabilities  to
     Consolidated  Net Worth of greater than the ratio  specified below for such
     date:

                          Date                                      Ratio
                          ----                                      -----

                    April 30, 1998                              3.80 to 1.00
                    July 31, 1998                               3.80 to 1.00
                    October 31, 1998                            3.80 to 1.00
                    January 31, 1999                            3.80 to 1.00
                    April 30, 1999                              3.50 to 1.00
                    July 31, 1999                               3.50 to 1.00
                    October 31, 1999 and each
                       Quarterly Date thereafter                3.00 to 1.00"

     (p) Section 8(13),  Consolidated  Current Ratio, is amended in full to read
as follows:

          "13.  Consolidated  Current Ratio.  The Borrower and its  Consolidated
     Subsidiaries will have on each date specified below a ratio of Consolidated
     Current  Assets to  Consolidated  Current  Liabilities of not less than the
     ratio specified below for such date:

                    "Date                                           Ratio
                    -----                                           -----

                    April 30, 1998                             1.20 to 1.00
                    July 31, 1998                              1.20 to 1.00
                    October 31, 1998                           1.20 to 1.00
                    January 31, 1999                           1.20 to 1.00
                    April 30, 1999                             1.20 to 1.00

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<PAGE>

                    July 31, 1999                              1.30 to 1.00
                    October 31, 1999                           1.30 to 1.00
                    January 31, 2000                           1.30 to 1.00
                    April 30, 2000                             1.30 to 1.00
                    July 31, 2000  and each Quarterly      
                       Date thereafter                          1.40 to 1.00"

     (q) Section 8(14),  Consolidated Fixed Charge Coverage Ratio, is amended in
full to read as follows:

          "14.  Consolidated  Fixed Charge Coverage Ratio.  The Borrower and its
     Consolidated  Subsidiaries  shall have for the period from February 1, 1998
     to April 30, 1998,  for the period from  February 1, 1998 to July 31, 1998,
     for the period from  February 1, 1998 to October 31,  1998,  for the period
     from February 1, 1998 to January 31, 1999,  for the Rolling Period ended on
     April 30,  1999 and for each  Rolling  Period  ending on a  Quarterly  Date
     thereafter,  a Consolidated  Fixed Charge Coverage Ratio for such period of
     not less than 1.10 to 1.00."

     (r)  Section  8(15),  Consolidated  EBITDA,  is  amended in full to read as
follows:

          "15.   Consolidated   EBITDA.   The  Borrower  and  its   Consolidated
     Subsidiaries  shall  have for each  period  specified  below an  amount  of
     Consolidated  EBITDA of not less than the amount  specified  below for such
     period:

                          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                         $12,000,000
                    For the four quarters
                       ended on April 30, 1999                  $13,500,000
                    For the four quarters
                       ended on July 31, 1999                   $13,500,000
                    For the four quarters

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<PAGE>

                       ended on October 31, 1999                $13,500,000
                    For the four quarters
                       ended January 31, 2000                   $13,500,000
                    For the four quarters
                       ended on April 30, 2000                  $13,500,000
                    For the four quarters
                       ended July 31, 2000
                       and for the four quarters
                       ended on each Quarterly
                       Date thereafter                          $15,000,000

     (s) Subsection (c) of Section 8(16), Certain Adjustments, is deleted in its
entirety.

     (t) A new Section 8(23), Updated Appraisals,  is added after Section 8(22),
Certain Notices, and such new Section reads as follows:

          23. Updated Appraisals.  Within sixty (60) days from the Third Closing
     Date the Borrower agrees to deliver to Lenders Agent a current appraisal of
     all of Borrower's  Equipment and Real Estate.  The Borrower  agrees to bear
     the cost of such an appraisal.

     (u)  Section  9(2),  Interest  on Term Loan,  is amended in full to read as
follows:

          "2. Interest on Term Loan. Interest on the Term Loans shall be payable
     monthly on each  Monthly  Date on the unpaid  balance or on payment in full
     prior to  maturity  in an amount  equal to (a) the Chase Bank Rate plus one
     and one-quarter of one percent (1.25%) per annum or, (b) the LIBOR Rate for
     the applicable LIBOR Rate Period(s)  elected by the Borrower plus three and
     one-quarter of one percent (3.25%) per annum. In the event of any change in
     said Chase Bank Rate, the rate applicable to the Term Loan under clause (a)
     above shall change,  as of the first day of the month following any change,
     so as to remain one and  one-quarter  percent  (1.25%) above the Chase Bank
     Rate. All rates applicable to the Term Loan under clause (a) above shall be
     calculated  based on a 360-day year for the actual  number of days elapsed.
     Lenders  Agent shall be entitled  to charge the  Borrower's  account at the
     rate provided for herein when due until all  Obligations  have been paid in
     full."



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<PAGE>

     SECTION 2. Conditions of Effectiveness.  This Fourth Amendment shall become
effective  as of the date on which  each of the  following  conditions  has been
fulfilled:

          (a) Fourth  Amendment.  The Borrower,  CITBC,  BNYFC,  and the Lenders
     Agent shall each have executed and delivered this Fourth Amendment;

          (b) The Term Loan Promissory Notes. Each of CITBC and BNYFC shall have
     received their  respective Term Loan Promissory Note payable to it and each
     duly executed and  delivered by the Borrower with all blanks  appropriately
     filled in.

          (c)  Fourth  Amendment  Fee.  Payment in full by the  Borrower  of the
     Fourth Amendment Fee.

          (d) Board Resolution.  Lenders Agent shall have received a copy of the
     resolutions  of the Board of  Directors  of the  Borrower  authorizing  the
     execution,  delivery and performance of (i) this Fourth  Amendment and (ii)
     any  related  agreements,  in  each  case  certified  by the  Secretary  or
     Assistant  Secretary of such Person as of the date hereof,  together with a
     certificate  of the  Secretary or Assistant  Secretary of such Person as to
     the incumbency and signature of the officers of such Person  executing this
     Fourth  Amendment and any certificate or other documents to be delivered by
     it  pursuant  hereto,  together  with  evidence of the  incumbency  of such
     Secretary or Assistant Secretary.

          (e)  Mortgages/Deeds  of Trust.  The Borrower  shall have executed and
     delivered  to  either  CITBC or an  agent of CITBC or of a title  insurance
     company  acceptable  in form  and  substance  satisfactory  to  CITBC  such
     Mortgage  Modifications  as CITBC may reasonably  require and such Mortgage
     Modifications  shall have been  recorded in each  jurisdiction  where it is
     necessary  to  appropriate  to secure the  interest  of the Lenders and the
     Lenders Agent.

          (f) Title Continuations. Lenders Agent shall have received, in respect
     of each Mortgage,  a title search  indicating that no Liens have been filed
     or recorded  against any of the properties  covered by the Mortgages  after
     the date of filing each Mortgage.

          (g)  Subordinated  Debt.  Lenders Agent shall have received  copies of
     amendments to all documents  evidencing or related to the Subordinated Debt
     which amend such  agreements  and  documents to provide that the  financial
     covenants in such  agreements  and documents are no more onerous than those
     set forth in this Fourth Amendment.

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<PAGE>

          (h)  Opinions.  The Borrower  shall have  delivered to Lenders Agent a
     favorable  opinion of Bass Berry & Sims  satisfactory  to Lenders and their
     special counsel dated the Third Closing Date.

          (i) Fees and  Expenses.  On the Third  Closing  Date,  subject  to the
     credit  presently  available  to the  Borrower,  the  Borrower  shall  have
     reimbursed  Lenders and Lenders  Agent for all  Out-of-Pocket  Expenses for
     which a request for  payment  shall have been made at or prior to the Third
     Closing Date.

          (j) Officer's Certificate.  The following statements shall be true and
     the  Lenders  Agent  shall  have  received a  certificate  signed by a duly
     authorized  officer of the  Borrower  dated the date hereof  stating  that,
     after  giving  effect  to  this  Fourth   Amendment  and  the  transactions
     contemplated hereby:

          (i)  The representations and warranties  contained in each of the Loan
               Documents  are true and  correct on and as of the date  hereof as
               though made on and as of such date; and

          (ii) no Default or Event of Default has  occurred  and is  continuing;
               and

          (k) Legal Bills.  Dewey  Ballantine has been paid in full for all past
     due legal fees,  costs and expenses and for all fees, costs and expenses in
     connection with this Fourth Amendment.

          (l)  Other  Documents.   The  Bank  shall  have  received  such  other
     approvals, opinions or documents as the Bank may reasonably request.

     SECTION  3.  Reference  to and Effect on the Loan  Documents.  (a) Upon the
effectiveness  of Section 1 hereof,  on and after the date hereof each reference
in the Financing Agreement to "this Agreement",  "hereunder", "hereof", "herein"
or words of like import,  and each  reference in the other Loan Documents to the
Financing Agreement, shall mean and be a reference to the Financing Agreement as
amended hereby.

     (b) The  execution,  delivery and  effectiveness  of this Fourth  Amendment
shall not  operate as a waiver of any  right,  power or remedy of the Bank under
any of the Loan  Documents,  nor  constitute a waiver of any provision of any of
the Loan Documents,  and, except as specifically  provided herein, the Financing
Agreement and each other Loan Document shall remain in full force and effect and
are hereby ratified and confirmed.

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<PAGE>

     SECTION 4.  Governing Law. This Fourth  Amendment  shall be governed by and
construed in accordance with the laws of the State of New York.

     SECTION 5. Headings. Section headings in this Fourth Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Fourth Amendment for any other purpose.

     SECTION 6.  Counterparts.  This  Fourth  Amendment  may be  executed in any
number of counterparts, all of which taken together shall constitute one and the
same  instrument,  and any party  hereto may execute  this Fourth  Amendment  by
signing any such counterpart.


                           [INTENTIONALLY LEFT BLANK]


                                       12
<PAGE>



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



                                            DEVLIEG BULLARD, INC.


                                            By /s/ WO Thomas
                                               --------------------------------
                                               Name: WO Thomas
                                               Title: President


                                            THE CIT GROUP/BUSINESS CREDIT, INC.,
                                            as Lender

                                            By /s/  Edward Hirshfield
                                               --------------------------------
                                               Name: Edward Hirshfield
                                               Title: Assistant Secretary


                                            BNY FINANCIAL CORPORATION,
                                            as Lender


                                            By /s/  Anthony P. Vassallo
                                               --------------------------------
                                               Name: Anthony P. Vassallo
                                               Title: Assistant Vice President


                                            THE CIT GROUP/BUSINESS CREDIT, INC.,
                                            as Lenders Agent


                                            By /s/  Edward Hirshfield
                                               --------------------------------
                                               Name: Edward Hirshfield
                                               Title: Assistant Secretary


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