1998 SECOND AMENDMENT AGREEMENT TO
         $37,000,000 AMENDED AND RESTATED LOAN AGREEMENT AND TERM NOTE


      THIS AMENDMENT AGREEMENT, made and entered into as of this 30th day of
December, 1998, by and between SPEIZMAN INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), WINK DAVIS EQUIPMENT CO., INC., a Georgia corporation ("WD"),
TODD MOTION CONTROLS, INC., a North Carolina corporation ("TMC") and
NATIONSBANK, N.A., a national banking association (the "Lender");


                             W I T N E S S E T H:


      WHEREAS, pursuant to the $37,000,000 Amended and Restated Loan Agreement,
dated as of July 31, 1997, as amended by 1998 First Amendment Agreement thereto
dated as of February 6, 1998, between the Borrower and the Lender (collectively
the "Loan Agreement"), arrangements were made for the extension by the Lender to
the Borrower of credit on the terms and conditions set forth in such Loan
Agreement;

      WHEREAS, under the Loan Agreement, the Borrower obtained a Credit Facility
in the maximum aggregate principal amount at any time outstanding of up to
$37,000,000, of which (i) up to $30,000,000 may be allocated under a "Letter of
Credit Facility" for the issuance of documentary Letters of Credit to support
the Borrower's purchase and importing of (x) presold textile machinery in the
ordinary course of its business and (y) in certain cases, equipment to be held
as inventory for sale and, within such $30,000,000, up to $8,500,000 may be
allocated to borrowings for the Borrower's short term operating needs under a
Revolving Line of Credit, and up to $500,000 may be allocated for the issuance
of Standby Letters of Credit, as provided in such Loan Agreement, and (ii) up to
$7,000,000, as subsequently increased to $8,050,000 by Note Modification
Agreement dated February 6, 1998, may be allocated as a term loan, all upon the
terms and conditions provided in the Loan Agreement;

      WHEREAS, under the Loan Agreement, the Borrower has issued to the Lender
its Amended and Restated Revolving Credit Note dated July 31, 1997 in the
principal amount of $8,500,000 (the "Revolving Credit Note");

      WHEREAS, under the Loan Agreement, the Borrower has issued to the Lender
its Term Note dated July 31, 1997 in the original principal amount of
$7,000,000, as subsequently increased to $8,050,000 by Note Modification
Agreement dated February 6, 1998 (the "Term Note");

      WHEREAS, collateral for the indebtedness and obligations of the Borrower
in respect of the Loan Agreement, the Revolving Credit Note and the Letter of
Credit Facility is provided under the Amended and Restated Security Agreement
dated July 31, 1997 between the Borrower, WD and

<PAGE>

the Lender and a Security Agreement dated as of February 6, 1998 between TMC and
the Lender (collectively, the "Security Agreement");

      WHEREAS, the Borrower has requested that the Lender agree to certain
modifications to the Loan Agreement, including a temporary modification to the
Borrowing Base (as defined in the Loan Agreement);

      NOW, THEREFORE, in consideration of the premises and mutual covenants and
conditions herein set forth, it is hereby agreed as follows:

      1. Terms. All terms used herein without definition, unless the context
clearly requires otherwise, shall have the meanings provided therefor in the
Loan Agreement.

      2. Amendment to Loan Agreement.

            (1) Section 1.12 of the Loan Agreement (entitled "Borrowing Base")
      is rewritten in its entirety to read as follows:

                  "1.12. "Borrowing Base" means the sum as of the date of
            determination of (i) Eligible Accounts multiplied by 80% and (ii)
            Eligible Inventory multiplied by 30%, and (iii) L/C Credit
            multiplied by 50%, and (iv) Cash Collateral multiplied by 100%, all
            determined pursuant to the Borrowing Base Certificate, plus the
            following amounts for the following periods:

                  Period                                    Amount

                  Prior to 12/15/98                         $0
                  12/15/98 to 3/30/99                       $3,500,000
                  3/31/99 to 4/29/99                        $3,000,000
                  4/30/99 to 5/30/99                        $2,500,000
                  5/31/99 to 6/29/99                        $2,000,000
                  Thereafter                                $0"

            (2) The third full paragraph of Section 2.1(b) is rewritten in its
      entirety to read as follows:

                  "The principal indebtedness evidenced by the Term Note shall
            also be prepaid annually on the date ninety (90) days following each
            Fiscal Year End of each year, commencing with the Fiscal Year ending
            June 27, 1998, in an amount equal to 25% of Excess Cash Flow
            determined for the immediately preceding Fiscal Year. All such
            prepayments shall be applied to principal installments due under the
            Term Note in inverse order of their maturities."

            (3) Section 8.2 is hereby amended to add the following sentence
      immediately following the table contained therein:



<PAGE>


                  "Notwithstanding the foregoing, the ratio of (x) Indebtedness
            for Money Borrowed of the Borrower and Subsidiaries, all determined
            on a consolidated basis to (y) EBITDA shall not exceed the following
            at the measuring dates listed below:

                  Measuring Dates               Ratio

                  Fiscal Quarter Ending In:
                  October 1998                  3.00 to 1.00
                  December 1998                 3.40 to 1.00
                  March 1999                    2.50 to 1.00
                  June 1999                     2.00 to 1.00"

      3. Representations and Warranties. Each of the Borrower, WD and TMC hereby
jointly and severally represents and warrants that:

            (1) The representations and warranties contained in Article V of the
      Loan Agreement are hereby made by the Borrower on and as of the date
      hereof except the representations of Sections 5.3 and 5.4 shall refer to
      the most recent financial statements delivered under Section 7.1 of the
      Loan Agreement.

            (2) There has been no material change, and there exists no known
      prospective change, in the condition, financial or otherwise, of the
      Borrower, WD or TMC since the date of the most recent financial reports
      received by the Lender, other than changes in the ordinary course of
      business, none of which has been a materially adverse change;

            (3) The business and properties of the Borrower, WD or TMC are not,
      and since the date of the most recent financial reports thereof received
      by Lender have not, been materially adversely affected as the result of
      any fire, explosion, earthquake, chemical spill, accident, strike,
      lockout, combination of workmen, flood, embargo, riot, or cancellation or
      loss of any major contracts;

            (4) No event has occurred and no condition exists which, either
      prior to or upon the consummation of the transactions contemplated hereby,
      constitutes an Event of Default under the Loan Agreement, either
      immediately or with the lapse of time or the giving of notice, or both;

            (5) The property which is collateral for the indebtedness of the
      Borrower, WD or TMC to the Lender under the Security Agreement and other
      collateral documents of the Borrower, WD or TMC in favor of the Lender are
      subject to no liens or encumbrances except Permitted Liens;

            (6) The execution, delivery and performance by the Borrower, WD or
      TMC of its obligations under this Amendment Agreement will not cause a
      violation or default under

                                       3

<PAGE>

      any indenture, loan agreement, or other agreement of, or applicable to,
      the Borrower, WD or TMC; and (1)

            (7) Each of the Borrower, WD and TMC has the requisite corporate
      power and authority to execute, deliver and perform this Amendment
      Agreement; each of such documents has been duly authorized, executed and
      delivered; and each of such documents constitutes a valid, binding and
      enforceable instrument, obligation or agreement of the Borrower, WD or
      TMC, in accordance with its respective terms, except as enforcement
      thereof may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting enforcement of creditors'
      rights generally.

      4. Effectiveness of Documents. The terms and conditions hereof shall not
be effective until each of the following are delivered to the Lender:

            (1) Amendment Agreement. Two fully executed originals of this
      Amendment Agreement.

            (2) No Litigation Certificate. Certificate of the chief financial
      officer of the Borrower to the effect that no litigation or proceedings
      are pending or threatened which might reasonably be expected to materially
      adversely affect the Borrower's, TMC's or WD's ability to perform its
      obligations under this Amendment Agreement or any Loan Document or
      operation of the Borrower's, TMC's or WD's business.

            (3) Other Documents, Etc. Such other documents, instruments and
      certificates as the Lender may reasonably request.

      5. Miscellaneous.

            (1) This Amendment Agreement sets forth the entire understanding and
      agreement of the parties hereto in relation to the subject matter hereof
      and supersedes any prior negotiations and agreements among the parties
      relative to such subject matter. No promise, condition, representation or
      warranty, express or implied, not herein set forth shall bind any party
      hereto, and none of them has relied on any such promise, condition,
      representation or warranty. Each of the parties hereto acknowledges that,
      except as in this Amendment Agreement otherwise expressly stated, no
      representations, warranties, or commitments, express or implied, have been
      made by any other party to the other regarding the subject matter hereof.
      None of the terms or conditions of this Amendment Agreement may be
      changed, modified, waived or canceled, orally or otherwise, except in a
      writing, signed by the party to be charged therewith, specifying such
      change, modification, waiver or cancellation of such terms or conditions,
      or of any preceding or succeeding breach thereof, unless expressly so
      stated.

            (2) Except as hereby specifically amended, modified, or
      supplemented, the Loan Agreement, the Loan Documents and all other
      agreements, documents, and instruments

                                       4
<PAGE>

      related thereto are hereby confirmed and ratified in all respects and
      shall remain in full force and effect according to their respective terms.

            (3) This Amendment Agreement may be executed in any number of
      counterparts, each of which shall be deemed to be an original as against
      any party whose signature appears thereon, and all of which together shall
      constitute one and the same instrument.

            (4) This Amendment Agreement shall be governed by and construed and
      interpreted in accordance with the laws of the State of North Carolina.

            (5) Upon request of the Lender, each of the parties hereto will duly
      execute and deliver or cause to be duly executed and delivered to the
      Lender such further instruments and do and cause to be done such further
      acts that may be reasonably necessary or proper in the opinion of the
      Lender to carry out more effectively the provisions and purposes hereof,
      including documents deemed necessary by the Lender to more fully evidence
      the obligations of Borrower, TMC or WD to Lender and protect and perfect
      the collateral therefor.

            (6) The Borrower agrees to pay all reasonable costs and expenses of
      the Lender in connection with the preparation, execution and delivery of
      the documents executed in connection with this Amendment Agreement,
      including without limitation, the reasonable fees and out-of-pocket
      expenses of special counsel to the Lender.

            (7) Each of WD and TMC (collectively the "Guarantors") as guarantors
      under, in the case of WD, a Guaranty Agreement dated July 31, 1997 from
      the WD in favor of the Lender and, in the case of TMC, a Guaranty
      Agreement dated February 6, 1998, of TMC in favor of the Lender, hereby
      joins in this Amendment Agreement to join in the terms hereof and evidence
      its consent to the terms and conditions hereof.


                      [Signatures appear on following page]




                                       5
<PAGE>




      IN WITNESS WHEREOF, this Agreement has been duly executed as of the date
hereof by the Company and the Lender.

ATTEST:                             SPEIZMAN INDUSTRIES, INC.


/s/ James H. McCorkle, III          By: /s/ Robert S. Speizman
--------------------------              ----------------------
Secretary                           Name:  Robert S. Speizman
                                    Title:  President



ATTEST:                             WINK DAVIS EQUIPMENT CO., INC.


/s/ James H. McCorkle, III          By: /s/ C. Alexander Davis
--------------------------              ----------------------
Assistant Secretary                 Name:  C. Alexander Davis
                                    Title:  President



ATTEST:                             TODD MOTION CONTROLS, INC.


/s/ James H. McCorkle, III          By: /s/ Robert S. Speizman
--------------------------              -----------------------
Assistant Secretary                 Name:  Robert S. Speizman
                                    Title:  President



                                    NATIONSBANK, N.A.


                                    By:  /s/ Leesa C. Sluder
                                         -----------------------
                                    Name:  Leesa C. Sluder
                                    Title:  Senior Vice President


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