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                                                                    Exhibit 10.4

                AMENDED AND RESTATED TERM LOAN II PROMISSORY NOTE


               Reference is made to the $3,000,000 Term Loan Promissory Note
               dated April 12, 1996 of DeVlieg-Bullard Inc. and payable to The
               CIT Group/Business Credit, Inc. (the "April Note"). To the extent
               that this Amended and Restated Term Loan II Promissory Note
               amends the April Note, the April Note is amended, and to the
               extent this Amended and Restated Term Loan II Promissory Note
               restates the April Note, the April Note is restated.


$3,000,000                                                    New York, New York
                                                                January 17, 1997


     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's offices located at 1211 Avenue
of the Americas, New York, NY 10036, in lawful money of the United States of
America and in immediately available funds, the principal amount of Three
Million Dollars ($3,000,000) in thirty-five (35) equal principal installments of
Eighty-Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents
($83,333.33) each payable monthly on the last business day of each month
commencing June 30, 1996 and one (1) final installment of the remaining
principal amount outstanding, plus all other amounts having accrued and
outstanding, payable on May 31, 1999.

     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 Amended and Restated Term Loan II Promissory Note
(the "Note") becomes due and payable


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on a day other than a business day, the maturity thereof 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 II Promissory Notes referred to in the
Amended and Restated Financing and Security Agreement dated as of January 17,
1997 between Borrower and CITBC (as it may be amended, modified or supplemented
from time to time, the "Financing Agreement") and is subject to, and entitled
to, all provisions and benefits thereof 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.

     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 Amended and Restated 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 /s/ William O. Thomas
                                           ------------------------  
                                           Name:  William O. Thomas
                                           Title: President & Chief
                                                  Executive Officer