DT INDUSTRIES, INC.
                     NONQUALIFIED DEFERRED COMPENSATION PLAN


     THIS PLAN,  effective  as of the 1st day of January,  1999 (the  "Effective
Date"),  hereby  established  by DT  Industries,  Inc.,  a Delaware  corporation
(hereinafter referred to as the "Employer" or the "Company"),

     WITNESSETH THAT:

     WHEREAS, the Employer recognizes the valuable services heretofore performed
for it by the employees participating in this Plan (herein the "Participants" or
the "Employees");

     WHEREAS,  the Employer desires to establish the Plan to provide  retirement
benefits  as  provided  herein  to  a  select  group  of  management  or  highly
compensated employees;

     WHEREAS,  each  Participant  desires  to  defer  a  portion  of  his or her
compensation as provided herein and to receive the benefits provided for herein;
and

     WHEREAS,  the  Employer  desires to provide the terms and  conditions  upon
which the  Employees  may defer a portion of their  compensation,  and the terms
under which the Employer shall pay such deferred compensation to the Employees;

     NOW,  THEREFORE,  in consideration  of these premises,  the Employer hereby
declares:

     1.   Establishment and Purpose.

          a.   Establishment.  Employer hereby establishes the Plan  as  of  the
Effective Date.

          b.   Name.  The  Plan  shall  be  known  as the  "DT  Industries, Inc.
Nonqualified Deferred Compensation Plan."

          c.   Purpose.  The  purpose of the Plan is to defer the  payment  of a
portion of the compensation of the Participants, so that such amount may be paid
to the Participants (or their beneficiaries) upon termination of employment.


<PAGE>

     2.   Definitions.

     Except as otherwise  provided  herein,  the following  terms shall have the
definitions  hereinafter  indicated  wherever  used in this  Plan  with  initial
capital letters:

          a.   Beneficiary:  any person,  entity,  or  any  combination  thereof
designated in a Beneficiary  Designation (which may be included in a Participant
Agreement)  executed by a Participant to receive benefits under this Plan in the
event of the Participant's death, or in the absence of any such designation,  to
his or her estate.

          b.   Beneficiary Designation:  A document (in such form as the Company
may specify from time to time)  providing for the designation by the Participant
of his or her  Beneficiary or  Beneficiaries,  as amended from time to time. The
Beneficiary Designation may be included as part of a Participant Agreement.

          c.   Code:  The Internal  Revenue Code  of  1986, as  amended,  or any
successor provisions.

          d.   Compensation:  all wages, incentive amounts,  salaries,  bonuses,
and any and all amounts to be paid to a Participant for services rendered to the
Employer, or any other amount as agreed to by the Employer from time to time.

          e.   Deferred Compensation Account:  shall have the meaning  set forth
in Section 6 of this Plan.

          f.   Employee:  An employee of the Employer selected  by the  Employer
to  participate  in this Plan,  provided that all  Participants  herein shall be
members of a select group of management  or highly  compensated  employees,  and
further  provided  that  each  Employee  participating   hereunder  shall  be  a
participant in a 401(k) plan maintained by the Employer.


                                       2
<PAGE>

          g.   Employee Contributions.  The contributions made  by  the Employee
and credited to the  Employee's  Deferred  Compensation  Account under Section 3
hereof.  Such  amounts  may also be  referred  to herein as  "Employee  Elective
Deferrals."

          h.   Employer:  The  terms  "Employer"  and  "Company"  shall mean  DT
Industries, Inc., a Delaware corporation, and its successors and assigns.

          i.   Employer Contributions.  The amounts credited  by the Employer to
an Employee's Deferred Compensation Account under Section 4 hereof.

          j.   Employer's 401(k) Plan.  Those plans,  as amended  from  time  to
time, maintained by the Employer, described in Section 401(k) of the Code.

          k.   ERISA:  The Employee Retirement Income  Security Act of 1974,  as
amended.

          l.   Participant:   The   term   "Participant"  shall  have  the  same
definition herein as the term "Employee."

          m.   Participant Agreement.  A document  (in such form  as the Company
may specify  from time to time)  providing  for the  deferral of a portion of an
Employee's Compensation,  and such other matters as are set forth therein, which
may include a Beneficiary Designation. Herein the term "Participation Agreement"
shall have the same meaning as the term "Participant Agreement."

          n.   Plan: This DT Industries, Inc. Nonqualified Deferred Compensation
Plan.

          o.   Plan Year: The calendar year.

     3.   Employee Elective Deferrals.  As a condition to  participating in this
Plan,  a  Participant  shall  execute and file with the  Employer,  prior to the
Effective Date (or the date on which the individual  becomes a  Participant),  a
Participant  Agreement,  in substantially  the form


                                       3
<PAGE>

of  Exhibit  A  attached  hereto  (as may be  amended  from  time to time by the
Employer),  designating  the portion of his or her  Compensation  which shall be
deferred.  The Employer may designate the maximum and minimum  amounts and types
of  compensation  that may be  deferred  from time to time.  No amount  shall be
deferred  from any  amount  which was  earned  or paid  before  the  Participant
executed the Participant Agreement.

          a.   Maximum Deferral Amounts. The maximum amount that may be deferred
by any  Employee  for any Plan  Year  shall be the  difference  between  (i) the
maximum  amount of the  Employee's  Compensation  that could be  deferred  by an
employee under a plan described in Section 401(k) of the code  (currently 15% of
Compensation)  without regard to any  restrictions or limitations  under Section
401(a)(17) or 415 of the Code (or any similar restrictions imposed as designated
by the Employer) and (ii) the amount actually deferred by the Employee under the
Employer's 401(k) Plan. For example, if the Employee's Compensation is $200,000,
the maximum  percentage of compensation that can be deferred under a 401(k) plan
is 15%, and the amount deferred by the Employee under the Employer's 401(k) Plan
is $8,000,  the maximum amount that the Employee could elect to defer under this
Plan for such year would be $22,000 [($200,000 x 15%) - $8,000 = $22,000].

          b.   Continuation or Change of Deferral  Amount.  The  Participant may
change the amount  deferred,  as permitted by the Employer from time to time, by
the  execution of a subsequent  written  agreement  or  amendment,  on a form as
permitted by the Employer,  provided that any such change shall not be effective
for any amounts earned prior to such  amendment or new  agreement.  The dates on
which a Participant  may change  deferral  percentages  shall be the same as the
dates on which  the  Participant  may  change  deferral  percentages  under  the
Employer's 401(k) Plan in which the Participant is enrolled.  The Employer shall
allow such a


                                       4
<PAGE>

change  at  least  annually.  Any  such  change  shall be  effective  upon  such
execution,  or if  applicable,  a future date  specified  by such  agreement  or
amendment.  The same amount shall continue to be deferred until the Employee and
the Employer execute such an amendment or new agreement.

          c.   New Participants.  If an individual becomes  a Participant  under
this Plan after the beginning of a year, the Participant  shall execute and file
with the Employer,  prior to becoming a Participant  in this Plan, a Participant
Agreement, in substantially the form of Exhibit A attached hereto (or such other
form as the Employer may designate from time to time) designating the portion of
his or her Compensation for such year which shall be deferred.

     4.   Employer Contributions.  The Employer shall credit to a  Participant's
Deferred  Compensation  Account,  quarterly,  an amount equal to the  difference
between (i) the amount of matching  contributions  that the Employer  would have
made on behalf of the Employee in the absence of the  restrictions  set forth in
Sections  401(a)(17) and 415 of the Code (and any similar  restrictions that the
Employer may  determine)  based on the  percentage of  compensation  used by the
Employer in making matching  contributions  and the Employee  Contributions  for
such  quarter  under  Section  3  hereof,   and  (ii)  the  amount  of  matching
contributions  that the Employer  actually made on behalf of the Employee to the
Employer's  401(k)  Plan  for  such  quarter.  For  example,  if the  Employee's
Compensation  is  $200,000,  the  Employer's  matching  contribution  is  3%  of
Compensation,  the amount  contributed by the Employer to the Employer's  401(k)
Plan on behalf of the  Employee  was $4,800  ($160,000  x 3% = $4,800),  and the
Employee made the maximum  contribution  permitted  under Section 3 hereof,  the
Employer's  Contribution  under  this  Section 4 for such  year  would be $1,200
[($200,000 x 3%) - $4,800 = $1,200],  or $300 per quarter. A participant must be
an active  employee of the  Employer on the last day of the quarter in order for


                                       5
<PAGE>

the Employer to be required to credit such amount, except for those Participants
who retire during the quarter,  become totally  disabled or deceased  during the
quarter,  or who separate  involuntarily for reasons other than cause during the
quarter. The Employer shall have complete and absolute discretion in determining
whether any termination was for "cause."

     5.   Earnings or  Investment  Amounts.  In  addition  to the other  amounts
credited to a Participant's  Deferred  Compensation  Account, the employer shall
also credit (or reduce) an Employee's Deferred Compensation Account by an amount
equal to the  amount  that  would  have been  earned  (or  lost) if the  amounts
deferred  hereunder  were  invested  in  approximately  the same  manner  as the
Employee's  account balance under the Employer's  401(k) Plan (which is invested
pursuant to the Employee's directions). Such amounts shall be referred to herein
as the  "Earnings  Amounts"  and shall be  credited  to (or  deducted  from) the
Participant's   Deferred   Compensation  Account  at  least  annually  (or  more
frequently at the discretion of the Employer). Earnings shall be credited on (or
deducted from) a Deferred  Compensation  Account until all payments with respect
to such account have been made  hereunder.  The Employer  shall not be liable or
otherwise responsible for any decrease in a Participant's  Deferred Compensation
Account  because of the investment  performance of the  designated  assets.  The
Employer,  in its sole and  absolute  discretion  may (or may not)  acquire  any
investment  product or any other  instrument  or otherwise  invest any amount to
provide  the funds from which it can  satisfy its  obligations  to make  benefit
payments  under  this  Plan.  To the  extent  that a  Participant  or his or her
Beneficiary  acquires a right to receive  payments  from the Employer  under the
provisions  hereof,  such  right  shall  be no  greater  than  the  right of any
unsecured general creditor of the Employer.


                                       6
<PAGE>

     6.   Deferred Compensation Account.  The Employee Elective  Deferrals,  the
Employer  Contributions and the Earnings Amounts shall be credited to a deferred
compensation bookkeeping account maintained by the Employer for each Participant
as calculated by the Employer (herein the "Deferred Compensation  Account").  If
the  Earnings  Amount  is a  loss,  it  shall  be  deducted  from  the  Deferred
Compensation Account.

     7.   Vesting   of  the   Participant's   Deferred   Compensation   Account.
Notwithstanding  any other provisions  herein, an Employee shall not be entitled
to any  benefits  hereunder  until such amounts are vested under this Section 7.
The Employee's interest in an amount based on the Deferred  Compensation Account
maintained for him or her shall vest in the same manner as amounts  credited for
the  Participant's  benefits  under  the  Employer's  401(k)  Plan in which  the
Employee is a  participant,  provided that in the event of a "Change of Control"
(as defined  herein),  the  Participant  shall be fully  vested in the  Employer
Contributions  and  Earnings  Amounts.  For purposes of this Section 7, the term
"Change of Control" shall mean the purchase or other  acquisition by any person,
entity or group of persons,  within the meaning of section 13(d) or 14(d) of the
Securities Exchange Act of 1934 ("Act"), or any comparable successor provisions,
of beneficial  ownership (within the meaning of Rule 13d-3 promulgated under the
Act) of 30 percent or more of either the  outstanding  shares of common stock or
the combined voting power of the Company's then  outstanding  voting  securities
entitled to vote generally,  or the approval by the  stockholders of the Company
of a reorganization,  merger,  or  consolidation,  in each case, with respect to
which persons who were  stockholders  of the Company  immediately  prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than 50 percent of the combined  voting power  entitled to vote generally in the
election of directors of the  reorganized,  merged or consolidated the Company's
then outstanding securities,


                                       7
<PAGE>

or a  liquidation  or  dissolution  of  the  Company  or  the  sale  of  all  or
substantially all of the Company's assets.

     8.   Benefit Payments.

          a.   Benefits Paid Upon Termination  of Employment.  When the Employee
retires from the Company,  the Company shall pay to the Employee an amount equal
to his or her Vested Deferred  Compensation Account, in annual installments over
a period of fifteen  (15) years,  with each  payment  equal to the amount of the
Employee's  remaining  Vested  Deferred  Compensation  Account  divided  by  the
remaining  number of installment  payments  (including the  installment  payment
currently  being  made),  provided  that at any time the Company  shall have the
option of paying the Employee a lump-sum  amount  equal to his or her  remaining
Deferred  Compensation Account, and thereafter the Company shall have no further
obligation hereunder with respect to such Employee and his or her Beneficiaries.
An Employee  "retires from the Company"  under this Plan if he or she terminates
employment  after five (5) years of service as a Participant  under this Plan or
after  attaining age fifty-five  (55),  whichever  occurs later. If the Employee
dies before receiving all such retirement payments, the remaining payments shall
be  made  to  the  Employee's  Beneficiary.   If  the  Employee  voluntarily  or
involuntarily  terminates  employment  with the Company prior to retirement,  an
amount equal to his or her Vested Deferred Compensation Account shall be paid to
the Employee in a lump sum within 90 days of termination  (upon the death of the
Employee  prior to  retirement,  such lump sum  shall be paid to the  Employee's
Beneficiary).

          b.   Payment Only from Employer  Assets.  Any payment of benefits to a
Participant  or his or her  Beneficiary  shall be made from  assets  which shall
continue,  for all purposes, to be a part of the general assets of the Employer;
no person  shall have or acquire  any


                                       8
<PAGE>

interest in such assets by virtue of the  provisions of this Plan. To the extent
that a  Participant  or his or her  Beneficiary  acquires  a  right  to  receive
payments from the Employer under the provisions  hereof,  such right shall be no
greater than the right of any unsecured  general  creditor of the Employer.  The
Employee  shall have the status of a general  unsecured  creditor of the Company
and the  provisions  hereof  constitute  a mere  promise by the  Company to make
benefit payments in the future.

          c.   Beneficiaries. A Participant may designate his or her Beneficiary
or  Beneficiaries  to receive the amounts as  provided  herein  after his or her
death by  delivering a writing,  in  substantially  the form as set forth in the
Participation  Agreement  attached hereto as Exhibit A (or in such other form as
the  Company  may  designate  from  time  to  time).  In the  absence  of such a
designation, the Employer shall pay any such amount to the Participant's estate.

          d.   No Trust.  Nothing contained in this  Plan,  and no action  taken
pursuant to its provisions  shall create,  or be construed to create, a trust of
any kind. The Company may create a trust by a separate  document to assist it in
making  payments  hereunder,  provided  that any such trust shall not cause this
Plan to be  considered  "funded"  for  purposes of the Code or ERISA.  It is the
intention  of the  parties  that  this  arrangement  shall be  unfunded  for tax
purposes and for purposes of Title I of ERISA.

     9.   Administration of the Plan and Claims Procedure.

          a.   Determinations.  The Employer,  or a  committee  or  other  group
designated  by the  Employer,  shall  make all  determinations  as to  rights to
benefits under this Plan.  The Employer (or its


                                       9
<PAGE>

designee)  shall  have full  power and  authority  to  interpret,  construe  and
administer this Plan. The  interpretation  and  construction of this Plan by the
Employer (or its  designee),  and any action taken  pursuant  thereto,  shall be
binding and conclusive upon all parties in interest.

          b.   Reports.  The Employer  shall  provide  each  Participant  with a
statement  reflecting  the  amount of the  Participant's  Deferred  Compensation
Account at least annually.

          c.   No Liability.  No employee,  agent,  officer or  director  of the
Employer (or its designee)  shall, in any event, be liable to any person for any
action  taken or  omitted  to be taken in  connection  with the  interpretation,
construction or  administration of this Plan, so long as such action or omission
to act is made in good faith.

          d.   Designation of Board of Directors. The Employer hereby designates
the Employer's  Board of Directors (the "Board of Directors") to administer this
Plan.  The Board of Directors  shall have all the authority as is granted to the
Employer  under the terms of this  Plan for the  administration  of this Plan in
accordance  with its terms and in ruling on such  questions  arising  out of the
administration,  interpretation  and  application  of the  Plan.  The  Board  of
Directors may approve or disapprove  all documents in connection  herewith,  and
make all other determinations  hereunder.  Members of the Board of Directors may
participate  in the  Plan,  but no member  of the  Board of  Directors  shall be
entitled to make decisions which relate solely to his or her own  participation.
The Employer  reserves the right to designate a different  group or committee to
administer this Plan from time to time, or to make any  determinations  directly
at any time. If no such committee is designated at any time, such functions,  as
appropriate,  may be  conducted  by the  Employer's  Board of Directors or other
governing body. The Employer's Board of Directors or other governing body hereby
reserves  the right to revoke  such  designation  at any time and to make  other
designations (and to revoke such designations) at any time.


                                       10
<PAGE>

          e.   Claims Procedure. The following provisions are hereby made a part
of this  Plan  and  are  intended  to  meet  the  requirements  of the  Employee
Retirement Income Security Act of 1974 ("ERISA"):

          (1)  The named fiduciary under this Plan is the Employer.

          (2)  This Plan is  unfunded.  The  Participants  shall  defer  certain

     amounts under this Plan, but all benefits shall be paid from the Employer's
     general assets which at all times shall remain subject to the claims of the
     Employer's general creditors.

          (3)  Direct payment  by  the Employer  is  the  basis  of  payment  of
     benefits under this Plan.

          (4)  The following claims  procedures shall apply for purposes of this
Plan.  Any  and  all  persons  presenting  claims  hereunder   (individually  or
collectively, "Claimant") must follow these procedures.

               (a)  For claims procedure purposes, the "Claims Manager" shall be
          the  chairperson of the Board of Directors (or the  chairperson of any
          other group or committee  designated by the Employer to administer the
          Plan,  or a  designated  member  of the  Board of  Directors  or other
          governing body of the Employer).

               (b)  A Claimant  shall  make a claim for  benefits  hereunder  by
          submitting  a  written  claim to the  Employer  (or its  designee)  in
          accordance with any procedures and guidelines established from time to
          time by the Employer, and in the absence of any specific procedures or
          guidelines  shall be  delivered  in the  manner  set forth  herein for
          providing  notice to the Employer  under this Plan. The Claims Manager
          shall  decide  whether the claim shall be allowed,  and the  following
          claims procedure shall apply:


                                       11
<PAGE>

                    (i)  If for any reason a claim for benefits  under this Plan
               is denied by the Claims Manager, the Claims Manager shall deliver
               to the Claimant a written explanation setting forth: the specific
               reason  or  reasons  for  the  denial;   specific  references  to
               pertinent  Plan  provisions;  a  description  of  any  additional
               material or information necessary for the Claimant to perfect the
               claim and an  explanation  of why such material or information is
               necessary;  and  appropriate  information  as to the  steps to be
               taken if the  Claimant  wishes  to  submit  his or her  claim for
               review,  all written in a manner  calculated  to be understood by
               the Claimant. For this purpose:

                         (A)  The Claimant's  claim  shall be deemed  filed when
                    delivered in writing as provided herein.

                         (B)  The  Claims  Manager's  explanation  shall  be  in
                    writing delivered to the Claimant within 90 days of the date
                    the claim is filed, unless special  circumstances require an
                    extension  of time  for  processing  the  claim.  If such an
                    extension of time for processing is required, written notice
                    of the extension shall be furnished to the Claimant prior to
                    the  termination of the initial 90 days from the end of such
                    initial  period.  The  extension  notice shall  indicate the
                    special circumstances requiring an extension of time and the
                    date by which the Claims Manager expects to render the final
                    decision.


                                       12
<PAGE>

                    (ii) The Claimant  shall have 60 days  following  his or her
               receipt  of the  denial  of the  claim to file  with  the  Claims
               Manager a written  request  for  review of the  denial.  For such
               review,  the  Claimant  or his or her  representative  may review
               pertinent documents and submit issues and comments in writing.

                    (iii) On  review,  a decision  shall be made  within 60 days
               after the Claims  Manager's  receipt of the  request  for review,
               unless  special  circumstances  require an  extension of time for
               processing, in which case a decision shall be rendered as soon as
               possible,  but not  later  than 120  days  after  receipt  of the
               request for review.  If such an  extension  of time for review is
               required because of special circumstances,  written notice of the
               extension  shall  be  furnished  to  the  Claimant  prior  to the
               commencement of the extension. The decision on review shall be in
               writing and shall  include  specific  reasons  for the  decision,
               written in a manner  calculated to be understood by the Claimant,
               as well as specific  references to the pertinent Plan  provisions
               on which the decision is based.  If the decision on review is not
               furnished  within such time,  the claim shall be deemed denied on
               review. The Claims Manager may designate an appropriate person to
               review the claim,  who may be a member of the Employer's Board of
               Directors or other governing body, or a member of any other group
               or committee designated hereunder.

     10.  Non-Assignability  of  Benefits.   Neither  any  Participant  nor  any
Beneficiary  under this Plan shall have any power or right to transfer,  assign,
anticipate,  hypothecate  or  otherwise  encumber any part or all of the amounts
payable hereunder.  Such amounts shall not be subject to seizure by any creditor
of a  Participant  or any  Beneficiary  hereunder,  by a proceeding at law or in
equity,  nor  transferable by operation of law in the event of the bankruptcy or
insolvency of any Participant or any Beneficiary  hereunder.  Any such attempted
assignment or transfer shall be


                                       13
<PAGE>

void and shall terminate the  Participant's  participation in this Plan, and the
Employer  shall  thereupon have no further  liability  hereunder with respect to
such Participant and his or her Beneficiary.

     11.  Amendment.  The Employer may amend,  alter,  modify  or terminate this
Plan on a prospective basis at any time, provided that no such termination shall
adversely affect a Participant's entitlement to benefits attributable to amounts
credited to his or her  Deferred  Compensation  Account and which are vested (as
provided  herein)  prior  to the  termination  of this  Plan.  This  Plan may be
amended,  altered or  modified  on a  retroactive  basis by a written  agreement
signed by the Employer and the impacted Participant(s).

     12.  Impact on Other Benefits.  Except as otherwise required by the Code or
any other  applicable  law,  this Plan and the benefits  provided  herein are in
addition to all other  benefits  which may be  provided  by the  Employer to the
Participants from time to time, and shall not reduce, replace or otherwise cause
any  reduction,  in any  manner,  with  regard  to any of such  other  benefits,
provided that the amounts  otherwise  payable to the Participant shall each year
be reduced by his or her respective Employee Contributions..

     13.  Notices.  Any notice,  consent or demand  required or  permitted to be
given under the  provisions of this Plan by the Employer or any  Participant  or
Beneficiary  shall be in  writing,  and shall be signed by the  person or entity
giving or making the same. If such notice, consent or demand is mailed, it shall
be  sent by  United  States  certified  or  registered  mail,  postage  prepaid,
addressed to the  principal  office of the Employer,  or if to a Participant  or
Beneficiary,  to such  individual or entity's last known address as shown on the
records of the  Employer.  The date of such mailing  shall be deemed the date of
notice, consent or demand.


                                       14
<PAGE>

     14.  Tax Withholding.  The Employer shall have the right to deduct from all
payments made under this Plan any federal,  state or local taxes  required to be
withheld on such payments.

     15.  No  Guarantee  of  Continued  Employment.   Nothing  herein  shall  be
interpreted to guarantee an Employee continued  employment with the Company, and
nothing  herein  shall be  interpreted  to impact the ability of the Employer to
terminate the employment of any Participant at any time.

     16.  Governing  Law.  This  Plan  shall be  governed  by and  construed  in
accordance  with  the laws of the  State  of  Missouri,  without  regard  to its
conflict of law rules.

     IN WITNESS  WHEREOF,  the Employer has executed and adopted this Plan as of
the Effective Date.

                                              DT INDUSTRIES, INC.


                                              By:_______________________________
                                                 Print Name:
                                                 Print Title:

                                                          "Employer"


                                       15
<PAGE>


                               DT INDUSTRIES, INC.
                     NONQUALIFIED DEFERRED COMPENSATION PLAN

                                    EXHIBIT A

                              PARTICIPANT AGREEMENT




                                       16