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                                                                    Exhibit 10.8

                               AMENDMENT NO. 3 TO
                      LETTER AGREEMENT AND PROMISSORY NOTE


     THIS AMENDMENT NO. 3, dated as of the 28th day of February, 1996, by and
between BINKS MANUFACTURING COMPANY, a Delaware corporation, of Franklin Park,
Illinois (herein called "Company"), and COMERICA BANK, a Michigan banking
corporation, of Detroit, Michigan (herein called "Bank");


                                   WITNESSETH:

     WHEREAS, said parties desire to amend that certain Letter Agreement dated
November 27, 1992, entered into by and between Company and Bank, as amended by
Amendment No. 1 dated as of November 26, 1993, and by Amendment No. 2 dated as
of February 21, 1995 (herein called the "Agreement");

     WHEREAS, said parties further desire to amend that certain Promissory Note
dated November 27, 1992, executed by Company to Bank in the original amount of
Five Million Dollars ($5,000,000.00), as amended by said Amendment No. 1 and
Amendment No. 2 (herein called the "Note").

     NOW THEREFORE, in consideration of the premises, and for other valuable
consideration, Company and Bank and Bank hereby agree as follows:

1.   Section 1(v) of the Agreement is hereby amended in its entirety as follows:

          "(v) 'Termination Date' means May 1, 1996."

2.   The maturity date of the Note shall be May 1, 1996, in lieu of February 28,
1996.

     Company hereby acknowledges that Bank has extended to Binks de Mexico, S.A.
de C.V. (herein called "Binks de Mexico"), a Subsidiary (as defined in the
Agreement) of Company, a line of credit in the principal amount of One Hundred
Fifty Thousand Dollars ($150,000.00), subject to a Letter Agreement dated as of
February 28, 1995, by and between Bank and Binks de Mexico (herein called the
"Binks de Mexico Agreement").  Company previously executed and delivered unto
Bank a Guaranty dated January 19, 1993, wherein Company unconditionally
guaranteed the repayment of all indebtedness of Binks de Mexico to Bank, and
Company hereby acknowledges, ratifies and affirms its liabilities and
obligations under said Guaranty.  Company further acknowledges and agrees that,
to the extent of the principal amount outstanding at any time under the Binks de
Mexico Agreement, the maximum amount available for borrowing under and pursuant
to the terms and conditions of the Agreement, whether Loans or Acceptances,
shall be reduced by a like amount.

     Company hereby represents and warrants that, after giving effect to the
amendments contained herein, (a) execution, delivery and performance of this
Amendment and any other

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documents and instruments required under this Amendment or the Agreement are
within Company's corporate powers, have been duly authorized, are not in
contravention of law or the terms of Company's Articles of Incorporation or
Bylaws, and do not require the consent or approval of any governmental body,
agency, or authority; and this Amendment and any other documents and instruments
required under this Amendment or the Agreement, will be valid and binding in
accordance with their terms; (b) the continuing representations and warranties
of Company set forth in Sections 15(a) through 15(f) of the Agreement are true
and correct on and as of the date hereof with the same force and effect as if
made on and as of the date hereof; (c) the continuing representations and
warranties of Company set forth in Section 15(g) of the Agreement are true and
correct as of the date hereof with respect to the most recent financial
statements furnished to the Bank by Company in accordance with Section 16(a) of
the Agreement; and (d) no Default or Event of Default has occurred and is
continuing as of the date hereof.

     This Amendment shall be effective as of the date hereof.

     Except as modified hereby, all of the terms and conditions of the Agreement
shall remain in full force and effect.

     Capitalized terms used but not otherwise expressly defined herein shall
have the meanings ascribed to them in the Agreement.

     WITNESS the due execution hereof on the day and year first above written.

COMERICA BANK                           BINKS MANUFACTURING COMPANY


By: ______________________________      By:  /s/ Burke B. Roche

Its: _____________________________      Its:  President


                                        By:  _________________________________

                                        Its:  ________________________________