Exhibit 10.1                                                      EXECUTION COPY



                     FIFTH AMENDMENT TO AMENDED AND RESTATED
                        FINANCING AND SECURITY AGREEMENT

     FIFTH  AMENDMENT TO AMENDED AND RESTATED  FINANCING AND SECURITY  AGREEMENT
("Fifth  Amendment")  dated as of November 6, 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)
and the Lenders Agent,  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,  as amended  by a Third  Amendment  to Amended  and
Restated  Financing and Security  Agreement dated as of December 29, 1997 and as
amended by the Fourth  Amendment to Amended and Restated  Financing and Security
Agreement  dated as of March 11,  1998 (the  "Fourth  Amendment")  (as it may be
further  amended,  supplemented  or modified from time to time,  the  "Financing
Agreement").  Any term used in this Fifth Amendment and not otherwise defined in
this  Fifth  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 3
hereof, hereby amended as follows:

          (a) The  following  exhibit  is to be added in its  proper  sequential
     order to the list of Exhibits:

          Exhibit A2 - Form of Additional Term Loan Promissory Note

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

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

          "'Additional  Term Loan  Guaranty  Agreement'  shall mean the guaranty
          agreement dated as of November 6, 1998 by Mr. Charles E. Bradley,  Sr.
          in favor of the Lenders."

                                       
<PAGE>

          "'Additional  Term Loan  Promissory  Note' shall mean the note, in the
          form of Exhibit A2 attached hereto,  delivered by the Borrower to each
          Lender  to  evidence  each such  Lender's  respective  portion  of the
          Additional  Term Loan pursuant to, and  repayable in accordance  with,
          the provisions of Section 4 of this Financing Agreement."

          "'Fifth Amendment Fee' shall mean a fee equal to Seventy-Five Thousand
          Dollars ($75,000)."

          "'Fourth Closing Date' shall mean November 6,1998."

          "'Term  Loan Final  Payment  Date'  shall mean the date upon which the
          Borrower  repays all  outstanding  principal  and interest on the Term
          Loan."

          "'Term Loans' shall have the meaning specified in Section 4(4)."

          (c) The definition of  "Consolidated  Fixed Charge  Coverage Ratio" is
     amended by adding "s" to the end of "Term Loan" in the sixth line.

          (d) The  definition  of  "Default  Rate of  Interest"  is  amended  by
     deleting "four percent (4%)" in the second and third lines and by replacing
     it with "four and one-quarter percent (4.25%)".

          (e) The definition of "Early  Termination  Fee" is amended by deleting
     "Third"  before  "Closing  Date" in the  fifth,  sixth,  eighth,  ninth and
     eleventh lines and replacing it with "Fourth".

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

          "'Final Maturity Date' means October 1, 2001."

          (g) The  definition  of "Loan  Documents"  is amended  by adding  "the
     Additional  Term Loan  Promissory  Note, the Additional  Term Loan Guaranty
     Agreement," after "Promissory Note," in the fifth line.

          (h) The definition of "Mandatory  Prepayment" is amended by adding "s"
     to the end of "Term Loan" in the fifth line.

          (i) The  definition  of "Monthly  Date" is amended by deleting  "last"
     before "business day" in the first line and replacing it with "first".

          (j) The definition of "Revolving Line of Credit" is amended in full to
     read as follows:

          "'Revolving  Line of Credit' shall mean the  commitment of the Lenders
          to make loans and  advances,  pursuant to Section 3 of this  Financing
          Agreement,  to the Borrower in a maximum outstanding  principal amount


                                       2
<PAGE>

          of (i) for all periods prior to November 2, 1998, $30,000,000 and (ii)
          from November 2, 1998 and thereafter, $31,500,000."

          (k) The following  definition of "the Term Loan" shall be deleted from
     the Fourth Amendment:

               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".

          (l) The definition of the "Term Loan Notes" is amended in its entirety
     as follows:

          "'Term Loan Notes'  shall mean the Term Loan  Promissory  Note and the
          Additional Term Loan Promissory Note."

          (m)  Section 3,  Revolving  Loans,  is amended by adding  "(i) for all
     periods  prior to November 2, 1998," after "(a)" in the twelfth line and by
     adding "and (ii) from November 2, 1998 and thereafter  $31,500,000,"  after
     "$30,000,000" in the twelfth line.

          (n) Sections  4(4) through  4(7),  Term Loans,  are amended in full to
     read as follows:

               "4. The Lenders and the  Borrower  acknowledge  that in excess of
          Two  Million  Five  Hundred  Thousand  Dollars   ($2,500,000)  of  the
          Revolving  Loans made  pursuant  to and as  defined in this  Financing
          Agreement  remains  outstanding and the Lenders agree on the terms and
          conditions set forth in the Fifth Amendment,  to make a term loan (the
          "Additional  Term Loan") to the Borrower on the Fourth Closing Date in
          the  principal  amount of Two Million  Five Hundred  Thousand  Dollars
          ($2,500,000).  Amounts  prepaid on the Additional  Term Loan cannot be
          reborrowed.   The  Term  Loan  and  the   Additional   Term  Loan  are
          collectively referred to as the "Term Loans".

               5. The  Borrower  hereby  agrees to execute  and  deliver to each
          Lender  the  Additional  Term  Loan  Promissory  Note,  in the form of
          Exhibit A2 attached hereto,  to evidence the Additional Term Loan made
          by such Lender on the Fourth Closing Date.

               6. The  principal  amount of the  Additional  Term Loan  shall be
          repaid to the Lenders by the Borrower in monthly installments with the
          first installment due on the Term Loan Final Payment Date and equal to
          $200,000  minus the payment  made on the Term Loan Final  Payment Date
          with respect to the Term Loan,  and subsequent  installments,  each in
          the amount of $200,000,  to be due on each Monthly Date  thereafter to
          and including  September 1, 2001 and with one (1) final installment of
          the remaining  principal  amount  outstanding,  plus all other amounts
          having




                                       3
<PAGE>

          accrued and outstanding, payable on October 1, 2001."

               7. Mandatory  Prepayments  shall be made with respect to the Term
          Loans  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  first to the  Term  Loan's  scheduled
          installments of principal in the inverse order of maturity and then to
          the Additional Term Loan's scheduled  installments of principal in the
          inverse order of maturity."

          (o) The  following  paragraphs  are to be added  after  paragraph 7 in
     Section 4:

               "8. The Borrower may prepay any or all of the Term Loans 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 8 shall be applied first to
          the last  installment  under the Additional  Term Loan,  second to the
          last maturing installment(s) of principal on the Term Loan and then to
          the remaining  maturing  installment(s) of principal on the Additional
          Term Loan.

               9. 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 Loans shall become due and payable on the
          effective date of such termination,  notwithstanding  any provision to
          the contrary in the Term Loan Notes.

               10. 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."

          (p) Section 7(16),  Application of Proceeds, is amended by adding "The
     proceeds of the  Additional  Term Loan made on the Fourth Closing Date will
     be used to repay  the  outstanding  Revolving  Loans."  before  "The  other
     proceeds" in the nineteenth line.

          (q) Section 8(5)(b)(I), Insurance, is amended by adding "s" to the end
     of "Term Loan" in the third and fourth lines.

          (r) 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


                                       4
<PAGE>

          such date:

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

               October 31, 1998                              $16,000,000
               January 31, 1999                              $16,000,000
               April 30, 1999                                $19,000,000
               July 31, 1999                                 $19,000,000
               October 31, 1999                              $19,000,000
               January 31, 2000                              $20,000,000
               April 30, 2000                                $21,000,000
               July 31, 2000 and each Quarterly              $22,000,000
                 Date thereafter"

          (s) 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
                             ------                             -----

               For the one quarter ended October             0.45 to 1.00
               31, 1998

               For the two quarters (taken                   1.10 to 1.00
               together as a whole) ended
               January 31, 1999

               For the three quarters (taken                 2.00 to 1.00
               together as a whole) ended April
               30, 1999

               For the four quarters (taken                  2.20 to 1.00
               together as a whole) ended July
               31, 1999

               For the four quarters (taken                  2.40 to 1.00
               together as a whole) ended
               October 31, 1999

               For the four quarters (taken                  2.60 to 1.00
               together as a whole) ended
               January 31, 2000

               For the four quarters (taken                  2.80 to 1.00
               together as a whole) ended April
               30, 2000

               For the four quarters (taken                  3.20 to 1.00
               together as a whole) ended on
               each of July 31, 2000 and each
               Quarterly Date thereafter"


                                       5
<PAGE>

          (t) 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
                       ----                                     -----

               October 31, 1998                              6.00 to 1.00
               January 31, 1999                              6.00 to 1.00
               April 30, 1999                                5.00 to 1.00
               July 31, 1999                                 5.00 to 1.00
               October 31, 1999                              5.00 to 1.00
               January 31, 2000                              5.00 to 1.00
               April 30, 2000                                5.00 to 1.00
               July 31, 2000 and each Quarterly              4.00 to 1.00
                 Date thereafter"

          (u) 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
                       ----                                     -----

               October 31, 1998                              1.20 to 1.00
               January 31, 1999                              1.20 to 1.00
               April 30, 1999                                1.20 to 1.00
               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              1.00 to 1.00
                 Date thereafter"

          (v) 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 maintain at the end of each period
          a  Consolidated  Fixed  Charge  Coverage  Ratio of not  less  than the
          following:

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

               For the one quarter ended October             .45 to 1.00
               31, 1998

               For the two quarters (taken                   .65 to 1.00
               together as a whole) ended
               January 31, 1999

               For the three quarters (taken                 .85 to 1.00
               together as a whole) ended April
               30, 1999

               For the four quarters (taken                  .90 to 1.00
               together as a whole) ended July
               31, 1999

               For the four quarters (taken                  1.00 to 1.00
               together as a whole) ended
               October 31, 1999

               For the four quarters (taken                  1.00 to 1.00
               together as a whole) ended
               January 31, 2000

               For the four quarters (taken                  1.00 to 1.00
               together as a whole) ended April
               30, 2000

               For the four quarters (taken                  1.10 to 1.00
               together as a whole) ended on
               each of July 31, 2000 and each
               Quarterly Date thereafter"



                                       6
<PAGE>

          (w) 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 one quarter ended October               $450,000
               31, 1998

               For the two quarters (taken                    $2,000,000
               together as a whole) ended
               January 31, 1999

               For the three quarters (taken                  $6,500,000
               together as a whole) ended April
               30, 1999

               For the four quarters (taken                   $7,000,000
               together as a whole) ended July
               31, 1999

               For the four quarters (taken                   $8,000,000
               together as a whole) ended
               October 31, 1999

               For the four quarters (taken                   $9,500,000
               together as a whole) ended
               January 31, 2000

               For the four quarters (taken                  $11,000,000
               together as a whole) ended April
               30, 2000

               For the four quarters (taken                  $12,000,000
               together as a whole) ended on
               each of July 31, 2000 and each
               Quarterly Date thereafter"

          (x) Section 9(1),  Interest on Revolving  Loans,  is amended by adding
     "and one-quarter" after "one" in the fourth,  sixth and twentieth lines, by
     deleting  "(1.0%)" in the fourth line and replacing it with  "(1.25%)",  by
     deleting  "(3.0%)" in the sixth line and replacing it with "(3.25%)" and by
     deleting "(1.00%)" in the twentieth line and replacing it with "(1.25%)".



                                       7
<PAGE>

          (y) Section  9(2),  Interest on Term Loan, is amended by adding "s" at
     the end of "Term Loan" in the  heading,  by deleting  "one-quarter"  in the
     fourth, sixth and tenth lines and replacing it with "one-half", by deleting
     "(1.25%)" in the fourth and tenth lines and replacing it with "(1.50%)" and
     by deleting "(3.25%)" in the seventh line and replacing it with "(3.50%)".

          (z) Section 9(3)(a),  Substituted Interest Rate at Option of Borrower,
     is  amended by  deleting  "(3%)" in the ninth  line and  replacing  it with
     "(3.25%)",  by deleting  "(3.25%)" in the tenth line and  replacing it with
     "(3.50%)",  by deleting  "(1.0%)" in the  eighteenth  line and replacing it
     with  "(1.25%)"  and by  deleting  "(1.25%)"  in the  nineteenth  line  and
     replacing it with "(1.50%)".

          (aa) Section 9(3)(c), Substituted Interest Rate at Option of Borrower,
     is amended by adding "and one-quarter" after "the Chase Bank Rate plus one"
     in the seventh,  eleventh and sixteenth lines, by deleting  "(1.0%)" in the
     seventh,  eleventh and sixteenth lines and replacing it with "(1.25%)",  by
     deleting  "one-quarter"  in the seventh,  eleventh and sixteenth  lines and
     replacing  it with  "one-half"  and by  deleting  "(1.25%)"  in the eighth,
     twelfth and seventeenth lines and replacing it with "(1.50%)".

          (bb) Section 11(1)(j),  Events of Default and Remedies,  is amended in
     full to read as follows:

          "(j)  without  the  prior  written  consent  of all the  Lenders,  the
          Borrower  shall (x)  amend or modify  the  Subordinated  Debt,  except
          pursuant to the letter agreement dated November 5, 1998 by Borrower to
          Banc One Capital  Partners  Corporation  and PNC Capital  Corp. or (y)
          make any  payment  on  account  of the  Subordinated  Debt  except  as
          permitted herein or pursuant to the letter agreement dated November 5,
          1998 by  Borrower  to Banc One Capital  Partners  Corporation  and PNC
          Capital Corp."

          (cc)  Section  11(1),  Events of Default and  Remedies,  is amended by
     adding the following paragraph after the last paragraph:

          "(m) if within 25 days of the Fourth  Closing Date, the parties to the
          Investment  Agreement dated May 25, 1994, as amended,  among Borrower,
          Allied  Investment  Corporation,  Allied  Investment  Corporation  II,
          Allied Capital  Corporation II, Banc One Capital Partners  Corporation
          and PNC Capital Corp., Charles E. Bradley, Sr. and John G. Poole, have
          not executed documents  implementing the terms of the letter agreement
          dated  November  5,  1998 by  Borrower  to Banc One  Capital  Partners
          Corporation  and PNC Capital Corp. and delivered such documents to the
          Lender's Agent."



                                       8
<PAGE>

     SECTION  2.  Revolving  Loans  Promissory  Notes.  The Second  Amended  and
Restated  Revolving Loans  Promissory Note dated April 1, 1997 made by CITBC for
the benefit of the Borrower  is,  effective as of the date hereof and subject to
the  satisfaction  of the  conditions  precedent  set forth in Section 3 hereof,
hereby amended by deleting  "$18,750,000"  in the forepart and replacing it with
"$19,687,500"  and by deleting  "Eighteen  Million Seven Hundred Fifty  Thousand
Dollars ($18,750,000)" in the ninth line and replacing it with "Nineteen Million
Six Hundred  Eighty Seven  Thousand  Five Hundred  Dollars  ($19,687,500)".  The
Revolving  Loans  Promissory  Note  dated  April 1,  1997  made by BNYFC for the
benefit of the Borrower  is,  effective as of the date hereof and subject to the
satisfaction of the conditions  precedent set forth in Section 3 hereof,  hereby
amended  by  deleting  "$11,250,000"  in the  forepart  and  replacing  it  with
"$11,812,500" and by deleting "Eleven Million Two Hundred Fifty Thousand Dollars
($11,250,000)"  in the ninth line and  replacing it with "Eleven  Million  Eight
Hundred Twelve Thousand Five Hundred Dollars ($11,812,500)".

     The Borrower  hereby  authorizes  each Lender to annotate their  respective
Revolving  Loans  Promissory  Note to  reflect  the above  stated  change in the
principal amount.

     SECTION 3. Conditions of  Effectiveness.  This Fifth Amendment shall become
effective  as of the date on which  each of the  following  conditions  has been
fulfilled:

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

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

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

          (f) Fees and  Expenses.  On the Fourth  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 Fourth
     Closing Date.



                                       9
<PAGE>

          (g) 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  Fifth   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;

          (h) Legal Bills.  Dewey  Ballantine  LLP 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 Fifth Amendment.

          (i) Additional Term Loan Guaranty  Agreement.  The Borrower shall have
     delivered to Lenders Agent the  Additional  Term Loan  Guaranty  Agreement,
     duly executed by Mr. Charles Bradley.

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

     SECTION 4. 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 Fifth 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.



                                       10
<PAGE>

     SECTION 5.  Governing  Law. This Fifth  Amendment  shall be governed by and
construed in accordance with the laws of the State of New York.

     SECTION 6. Headings.  Section headings in this Fifth Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Fifth Amendment for any other purpose.

     SECTION 7. Counterparts. This Fifth 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 Fifth Amendment by signing any
such counterpart.



                           [INTENTIONALLY LEFT BLANK]



                                       11
<PAGE>


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



                                        DEVLIEG-BULLARD, INC.,
                                        as Borrower


                                        By /s/ Thomas V. Gilboy    
                                           -----------------------------------
                                           Name: Thomas V. Gilboy
                                           Title: Chief Financial Officer


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

                                        By /s/ Renee M. Singer     
                                           -----------------------------------
                                           Name: Renee M. Singer
                                           Title: V.P.


                                        BNY FINANCIAL CORPORATION,
                                        as Lender


                                        By /s/ Anthony P. Vassallo 
                                           -----------------------------------
                                           Name: Anthony Vassallo
                                           Title: VP


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


                                        By /s/ Renee M. Singer     
                                           -----------------------------------
                                           Name: Renee M. Singer
                                           Title: V.P.



                                       12
<PAGE>


                                                                      Exhibit A2


                      ADDITIONAL TERM LOAN PROMISSORY NOTE


$______________                                               New York, New York
                                                            ___________ __, 1998

     FOR VALUE  RECEIVED,  the  undersigned,  DeVlieg-Bullard,  Inc., a Delaware
corporation  (herein  the  "Borrower"),  promises to pay to the order of The CIT
Group/Business  Credit, Inc. ("CITBC"),  at CITBC offices located at 1211 Avenue
of the Americas,  New York, New York 10036, in lawful money of the United States
of  America  and  in  immediately  available  funds,  the  principal  amount  of
_____________ Million Dollars  ($_____________) in monthly installments with the
first  installment due on the Term Loan Final Payment Date and equal to $200,000
minus the payment  made on the Term Loan Final  Payment Date with respect to the
Term Loan, and subsequent  installments,  each in the amount of $200,000,  to be
due on each Monthly Date thereafter to and including September 1, 2001, and with
one (1) final installment of the remaining  principal amount  outstanding,  plus
all other amounts having accrued and outstanding, payable on October 1, 2001.

     The Borrower further agrees to pay interest at said office,  in like money,
on the unpaid  principal  amount owing hereunder from time to time from the date
hereof on the date and at the rate specified in the Financing Agreement referred
to below.  Any amount of principal hereof which is not paid when due, whether at
stated  maturity,  by acceleration,  or otherwise,  shall bear interest from the
date when due until said principal amount is paid in full,  payable on demand at
a rate per annum equal at all times to the Default Rate of Interest.

     If any payment on this  Additional  Term Loan  Promissory Note (the "Note")
becomes due and payable on a day other than a business  day, the maturity  shall
be extended to the next succeeding business day, and with respect to payments of
principal,  interest thereon shall be payable at the then applicable rate during
such extension.

     This  Note is one of the Term  Loan  Promissory  Notes  referred  to in the
Amended and Restated Financing Security Agreement, dated as of January 17, 1997,
between the  Borrower  and CITBC as amended by a First  Amendment to Amended and
Restated  Financing and Security Agreement dated as of April 1, 1997, as amended
by a Third  Amendment to Amended and Restated  Financing and Security  Agreement
dated as of September 17, 1997, as amended by a Fourth  Amendment to Amended and
Restated Financing and Security Agreement dated as of March 11, 1998 and amended
by a Fifth  Amendment to Amended and Restated  Financing and Security  Agreement
dated as of November  __, 1998 (as it may be amended,  modified or  supplemented
from time to time,  the "Financing  Agreement")  and is subject to, the entitled
to,  all  provisions  and  benefits  and is subject to  optional  and  mandatory
prepayment,  in whole or in part,  as  provided  therein.  Terms  defined in the
Financing Agreement are used herein with their defined meanings unless otherwise
defined herein.


<PAGE>

     Upon the  occurrence of any one or more of the Events of Default  specified
in the Financing Agreement or upon termination of the Financing  Agreement,  all
amounts  then  remaining  unpaid on this Note may  become,  or be declared to be
immediately due and payable, all as provided in the Financing Agreement.

     This Note is secured by certain Loan  Documents,  including  the  Financing
Agreement,  and is guaranteed as provided in the Financing Agreement,  reference
to which is hereby  made for a  description  of the  Collateral  and  guarantees
provided for under such Loan  Documents  and the rights of CITBC with respect to
such Collateral and guarantees.

     The Borrower hereby waives presentment, notice of dishonor, protest and any
other notice or formality with respect to this  Additional  Term Loan Promissory
Note.

     THIS NOTE SHALL BE GOVERNED BY, AND  INTERPRETED  IN ACCORDANCE  WITH,  THE
LAWS OF THE STATE OF NEW YORK.

                                               DEVLIEG-BULLARD, INC.


                                               By ______________________________
                                                  Name:
                                                  Title:

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