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                                AMENDMENT NO. 2
                                       TO
                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT


                  This Amendment is made and entered into this 14th day of
March, 2000 by and between CMI INDUSTRIES, INC., a Delaware corporation (the
"Company"), and JAMES A.
OVENDEN (the "Executive").

                              BACKGROUND STATEMENT

                  Executive is the Executive Vice President and Chief Financial
Officer of the Company. The parties hereto are parties to an Amended and
Restated Employment Agreement dated as of January 1, 1996, as amended by
Amendment No. 1 which was effective as of October 1, 1997 (together, the
"Existing Employment Agreement," and as amended hereby, the "Employment
Agreement" the terms defined therein being used herein as therein defined
unless otherwise defined herein). The parties desire to enter into this
Amendment to modify in certain respects, the Existing Employment Agreement.

                                   AGREEMENT

                  In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto do hereby agree as follows:

                  1. Amendments. The Existing Employment Agreement is hereby
amended effective as of the date hereof (the "2000 Amendment Date") unless
otherwise provided below as follows:

                           a.       Subparagraph 6(e)(i) is hereby amended to
delete the first paragraph of such Subsection in its entirety and replace it
with the following:

                           "(i)     Notwithstanding the foregoing provisions of
                  this paragraph 6, if a Change of Control occurs during the
                  Period (or within six months after the expiration of the
                  Period while Executive is employed by the Company) and (x)
                  the Company terminates Executive's employment with the
                  Company within one year after the Change of Control other
                  than for "Good Cause" (as hereinafter defined) or in
                  connection with his death or Permanent Disability; (y)
                  Executive resigns within one year after the Change of Control
                  for "Good Reason" (as hereinafter defined); or (z) solely
                  with respect to a Change of Control caused by the disposition
                  of the shares of Common Stock owned by the MLCP Investors to
                  the Company contemplated by that certain Stock Acquisition
                  Agreement dated as of February 23, 2000 (the "Stock
                  Acquisition Agreement"), Executive resigns within six months
                  following the consummation of such disposition for any reason



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other than Good Reason, then Executive shall not be entitled to receive any
further compensation under paragraph 4 hereof, but Executive shall be entitled
to receive the following:".

                           b.       Subparagraph (6)(e)(i)(2) shall be amended
to insert the following provision immediately following the parenthetical
phrase of subclause (y) therein:

                           "but not if he resigns without Good Reason as
                  contemplated by subclause (z) of Subparagraph (6)(e)(i),"

                           c.       Subparagraph (6)(e)(i)(3) shall be amended
to insert the following provision immediately following the parenthetical
phrase of subclause (y) therein:

                           "but not if he resigns without Good Reason as
                  contemplated by subclause (z) of Subparagraph (6)(e)(i),"

                           d.       Subparagraph 6(e)(i)(4) shall be amended to
insert the following provision immediately following the phrase "the definition
thereof," in the third sentence of such Subparagraph:

                           "but not if he resigns without Good Reason as
                  contemplated by subclause (z) of Subparagraph 6(e)(i),"

                  2. Agreement in Force. Except as amended hereby, all of the
provisions of the Existing Employment Agreement shall be and remain in full
force and effect. Upon the effectiveness hereof, each reference in the Existing
Employment Agreement to "this Agreement, "hereunder," "hereof," or words of
like import referring to the Existing Employment Agreement shall mean and be a
reference to the Employment Agreement.



                  3. Effectiveness. In the event the transactions contemplated
by that certain Stock Acquisition Agreement are not consummated for any reason
whatsoever, this Amendment No. 2 to the Employment Agreement shall be null,
void and of no force or effect.

                  4. Miscellaneous. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York. This Amendment
shall be binding upon, and shall inure to the benefit of, the parties hereto,
any successors to or assigns of the Company and Executive's heirs and the
personal representatives of Executive's estate. The Existing Employment
Agreement, as amended hereby, constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes any prior or
contemporaneous agreements or understandings to the contrary. Titles and
captions of or in this Amendment are inserted only as a matter of convenience
and for reference and in no way define, limit, extend or describe the scope of
this Amendment or the intent of any of its provisions. The Employment



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Agreement may be further modified or amended only in an instrument executed by
the party against whom the modification or amendment is asserted. This
Amendment may be executed in two or more counterparts, each of which shall
constitute an original but all of which shall constitute one and the same
agreement.

                  IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment as of the date provided above.

                                            CMI INDUSTRIES, INC.



                                            By:
                                               --------------------------------
                                            Title:
                                                  -----------------------------

                                            -----------------------------------
                                            James A. Ovenden