THIRD AMENDMENT
                                       to
             FOURTH AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT
                                      among
                  NATIONSBANK, N.A., as "Administrative Agent"
                                       and
                                NATIONSBANK, N.A.
                                       and
             THE OTHER LENDERS LISTED ON THE SIGNATURE PAGES HEREOF,
                                  as "Lenders"
                                       and
                               DT INDUSTRIES, INC.
                                       and
            THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HEREOF,
                                 as "Borrowers"



     This THIRD  AMENDMENT  to FOURTH  AMENDED AND  RESTATED  CREDIT  FACILITIES
AGREEMENT (this "Amendment") is entered into as of August 26, 1998, by and among
DT  INDUSTRIES,  INC., a Delaware  corporation,  DT INDUSTRIES  (UK) II LIMITED,
ASSEMBLY  TECHNOLOGIE & AUTOMATION GMBH,  KALISH CANADA INC., and DT CANADA INC.
(separately and collectively, "Borrower"), NATIONSBANK, N.A. ("NationsBank"), as
administrative agent ("Administrative Agent"), and the Lenders.


                                    RECITALS:

A.   Borrower and Lenders are party to that certain  Fourth Amended and Restated
     Credit  Facilities  Agreement dated as of July 21, 1997, as amended by that
     certain First  Amendment  thereto dated as of December 31, 1997, as further
     amended by that certain Second Amendment thereto dated as of April 30, 1998
     (the "Original Loan Agreement").

B.   DT Industries,  Inc. (referred to herein and in the Original Loan Agreement
     as "Domestic  Borrower")  desires to have the ability to repurchase more of
     its common stock than is permitted by the Original Loan Agreement.

C.   The Required  Lenders have agreed to amend the Original  Loan  Agreement to
     permit such stock repurchase on the terms and conditions contained herein.

                                    AMENDMENT

Therefore, in consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, Borrower and Lenders
hereby amend the Original Loan Agreement as follows:


<PAGE>

1.   DEFINITIONS.  Capitalized  terms used and not otherwise defined herein have
the meanings given them in the Loan Agreement. All references to the "Agreement"
or the "Loan  Agreement"  in the Original Loan  Agreement and in this  Amendment
shall be deemed to be references to the Original Loan Agreement as it is amended
hereby and as it may be further amended, restated,  extended, renewed, replaced,
or otherwise modified from time to time.

2.   CONDITIONS  TO  EFFECTIVENESS  OF AMENDMENT.  This  Amendment  shall become
effective as of August 26, 1998 (the "Amendment  Effective  Date"),  but only if
this Amendment has been executed by Borrower and the Required Lenders.

3.   AMENDMENTS TO ORIGINAL LOAN AGREEMENT.

     3.1. GLOSSARY. Exhibit 2.1 of the Original Loan Agreement is hereby amended
by deleting the definition of "Permitted  Stock  Repurchase" in its entirety and
replacing it with the following definition:

          "Permitted  Stock  Repurchase - any purchase by Domestice  Borrower of
          its own  common  stock  made on  reasonable  terms in an arm's  length
          transaction (including open market purchases) which does not cause the
          total expenditures by Domestic Borrower in all such  transactions,  in
          the  aggregate  (calculated  on a  cumulative  basis  beginning on the
          Effective Date), to exceed $70,000,000."

4.   EFFECT OF AMENDMENT.  The  execution,  delivery and  effectiveness  of this
Amendment  shall  not  operate  as a waiver  of any  right,  power or  remedy of
Administrative  Agent or Lenders  under the Loan  Agreement  or any of the other
Loan Documents,  nor constitute a waiver of any provision of the Loan Agreement,
any of the other Loan Documents or any existing Default or Event of Default, nor
act as a release or  subordination of the Security  Interests of  Administrative
Agent or  Lenders  under the  Security  Documents.  Each  reference  in the Loan
Agreement to "the Agreement",  "hereunder", "hereof", "herein", or words of like
import,  shall be read as  referring  to the Loan  Agreement  as amended by this
Amendment.

5.   REAFFIRMATION. Borrower hereby acknowledges and confirms that (i) except as
expressly  amended hereby the Loan  Agreement  remains in full force and effect,
(ii) the Loan  Agreement  is in full force and  effect,  (iii)  Borrower  has no
defenses  to its  obligations  under  the  Loan  Agreement  and the  other  Loan
Documents, (iv) the Security Interests of Administrative Agent and Lenders under
the Security  Documents secure all the Loan Obligations under the Loan Agreement
as amended  by this  Amendment,  continue  in full force and effect and have the
same  priority as before this  Amendment,  and (v) Borrower has no claim against
Administrative  Agent or any Lender arising from or in connection  with the Loan
Agreement  or the other Loan  Documents,  other than  potential  claims  against
Lenders  arising from  penalties  assessed  against  Borrower for the failure of
Borrower to pay any withholding Tax imposed by the United Kingdom prior to April
30, 1998.

                                       2
<PAGE>

6.   GOVERNING LAW. This Amendment has been executed and delivered in St. Louis,
Missouri,  and shall be governed by and construed under the laws of the State of
Missouri  without  giving  effect  to  choice  or  conflicts  of law  principles
thereunder.

7.   SECTION TITLES. The section titles in this Amendment are for convenience of
reference only and shall not be construed so as to modify any provisions of this
Amendment.

8.   COUNTERPARTS;  FACSIMILE  TRANSMISSIONS.  This Amendment may be executed in
one or more  counterparts and on separate  counterparts,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.  Signatures  to this  Amendment  may be given by  facsimile or other
electronic transmission, and such signatures shall be fully binding on the party
sending the same.

9.   INCORPORATION  BY REFERENCE.  Lenders and Borrower hereby agree that all of
the  terms of the Loan  Documents  are  incorporated  in and made a part of this
Amendment by this reference.

10.  STATUTORY NOTICE. The following notice is given pursuant to Section 432.045
of the  Missouri  Revised  Statutes;  nothing  contained  in such notice will be
deemed to limit or modify the terms of the Loan Documents or this Amendment:

     ORAL  AGREEMENTS OR COMMITMENTS TO LOAN MONEY,  EXTEND CREDIT OR TO FORBEAR
     FROM ENFORCING  REPAYMENT OF A DEBT  INCLUDING  PROMISES TO EXTEND OR RENEW
     SUCH  DEBT  ARE  NOT  ENFORCEABLE.  TO  PROTECT  YOU  (BORROWER(S))  AND US
     (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
     COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING,  WHICH IS THE COMPLETE
     AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
     AGREE IN WRITING TO MODIFY IT.

BORROWER  AND  LENDERS  HEREBY  AFFIRM  THAT THERE IS NO  UNWRITTEN  ORAL CREDIT
AGREEMENT  BETWEEN  BORROWER AND LENDERS  WITH RESPECT TO THE SUBJECT  MATTER OF
THIS AMENDMENT.

                     [the next page is the signature page]

                                       3
<PAGE>

     IN WITNESS  WHEREOF,  this  Amendment has been duly executed as of the date
first above written.

                                        
DT INDUSTRIES, INC. a Delaware             KALISH CANADA INC., a New Brunswick,
Corporation                                Canada corporation


By: /s/ Bruce P. Erdel                     By: /s/ Bruce P. Erdel
   ----------------------------------          ---------------------------------
   Bruce P. Erdel, Senior Vice                 Bruce P. Erdel, Vice President
   President - Finance and                     and Treasurer
   Administration



DT CANADA INC. a New Brunswick,            ASSEMBLY TECHNOLOGIE & AUTOMATION
Canada corporation                         GMBH, a German limited liability 
                                           company


By: /s/ Bruce P. Erdel                     By: /s/ Bruce P. Erdel
   ----------------------------------          ---------------------------------
   Bruce P. Erdel, Vice President              Bruce P. Erdel, 
   and Treasurer                               Geschaftsfuhrer



DT INDUSTRIES (UK) II LIMITED, a 
corporation of England and Wales


By: /s/ Bruce P. Erdel
   ----------------------------------
   Bruce P. Erdel, Director


                           [signature pages continue]


                                       4
<PAGE>

NATIONSBANK, N.A., as Administrative       DRESDNER BANK AG NEW YORK AND
Agent and a Lender                         GRAND CAYMAN BRANCHES


By: /s/ Michael F. Murphy                  By: /s/ Beverly G. Cason
   ----------------------------------          ---------------------------------
   Michael F. Murphy                           Beverly G. Cason
   Vice President                              Vice President


                                           By: /s/ John W. Sweeney
                                               ---------------------------------
                                               John W. Sweeney
                                               Assistant Vice President



THE BANK OF NEW YORK                       THE BANK OF NOVA SCOTIA


By: /s/ Christine C. Bailey                By: /s/ F.C.H. Ashby  
   ----------------------------------          ---------------------------------
   Christine C. Bailey                         F.C.H. Ashby  
   Assistant Vice President                    Senior Manager Loan Operations



THE SAKURA BANK, LIMITED                   BANK OF TOKYO-MITSUBISHI
                                           NEW YORK BRANCH


By: /s/ Yasuhiro Terada                    By: /s/ Friedrich N. Wilms
   ----------------------------------          ---------------------------------
   Yasuhiro Terada                             Friedrich N. Wilms
   Senior Vice President                       Attorney-In-Fact


                           [signature pages continue]



                                       5
<PAGE>

THE LONG-TERM CREDIT BANK OF               THE SUMITOMO BANK, LIMITED
JAPAN, LTD.


By:                                        By: /s/ J. H. Broadley
   ----------------------------------          ---------------------------------
                                               J. H. Broadley
                                               Vice President
                                               N.Y. Office


                                           By: /s/ Brian M. Smith
                                               ---------------------------------
                                               Brian M. Smith
                                               Senior Vice President & 
                                               Regional Manager (East)



NATIONAL CITY BANK


By: /s/ Barry C. Robinson
   ----------------------------------
   Barry C. Robinson
   Vice President








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