SECOND 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 SECOND  AMENDMENT  to FOURTH  AMENDED AND RESTATED  CREDIT  FACILITIES
AGREEMENT (this  "Amendment") is entered into as of April 30, 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.   Borrowers,  Administrative  Agent,  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 (the "Original Loan Agreement").

B.   DT Industries,  Inc. (referred to herein and in the Original Loan Agreement
     as "Domestic Borrower") has created a wholly-owned direct Subsidiary called
     DT Resources,  Inc. which is a "Significant  Subsidiary" under the Original
     Loan  Agreement  but  which  does not  intend to  guaranty  any of the Loan
     Obligations.

C.   Detroit Tool Metal  Products  Co., a  wholly-owned  Subsidiary  of Domestic
     Borrower  and a Covered  Person,  intends  to sell all of the assets of its
     knitting  


<PAGE>

     elements division to Hit Groep BV for total  consideration of approximately
     $9,400,000 on or about April 30, 1998.

D.   Borrower desires to enter into industrial  revenue bond financing from time
     to time.

E.   The Required  Lenders have agreed to amend the Original  Loan  Agreement to
     permit the  transactions  described in paragraphs B, C, and D above, 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:

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.

CONDITIONS TO EFFECTIVENESS OF AMENDMENT.  This Amendment shall become effective
as of  April  30,  1998  (the  "Amendment  Effective  Date"),  but  only if this
Amendment has been executed by Borrower and the Required Lenders and each of the
documents and  requirements  listed in Exhibit 2 hereto have been duly executed,
delivered,  and/or satisfied, as applicable,  in form and substance satisfactory
to Administrative Agent and Required Lenders.

3.   AMENDMENTS TO ORIGINAL LOAN AGREEMENT.

     DISPOSAL OF PROPERTY. Section 14.6 of the Original Loan Agreement is hereby
     amended  by  inserting  the  following   words  after  the  words  "in  the
     aggregate":  "except for the sale by Detroit Tool Metal Products Co. of the
     assets of its knitting  elements division of Hit Groep BV on or about April
     30, 1998 for a total sale price of approximately  $9,400,000  provided that
     all of the  proceeds  of  such  sale,  net of all  transaction  costs,  are
     promptly  paid to  Administrative  Agent  for the  ratable  benefit  of the
     Lenders, to be applied to the Revolving Loan and provided that such sale is
     consummated  on or before  May 29,  1998,  and except for lease or sale and
     leaseback transactions undertaken in connection with Section 14.2.6 of this
     Agreement."

                                       2
<PAGE>

     INDEBTEDNESS. Section 14.2 of the Original Loan Agreement is hereby amended
     by inserting the following Section 14.2.6:

          "14.2.6.  Indebtedness  of  any  Covered  Person,  other  than  German
          Borrower,  UK  Borrower,  or Canadian  Borrowers  with  respect to the
          proceeds of issued  bonds on which the  interest  is tax exempt  under
          Section 103 of the Code,  so long as the  aggregate  principal  amount
          outstanding   with  respect  thereto  does  not  at  any  time  exceed
          $15,000,000."

     SECURITY INTERESTS. Section 14.4.9 of the Original Loan Agreement is hereby
     amended   by   replacing   the   figure   "$20,000,000"   with  the  figure
     "$25,000,000".

WAIVER. Lenders hereby waive the requirement imposed by Section 8.3 or any other
provision  of the Loan  Agreement  which  would  require DT  Resources,  Inc. to
guaranty any of the Loan Obligations.

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.

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,  and (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.

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.

                                       3
<PAGE>

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.

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.

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.

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.

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

                                       4
<PAGE>
                                        
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, Vice President -            Bruce P. Erdel, Vice President,
   Finance and Secretary                       Treasurer, and Secretary



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, 
   Treasurer and Secretary                     Geschaftsfuhrer



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


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

                                       5
<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/ John W. Sweeney
   ----------------------------------          ---------------------------------
   Michael F. Murphy                           John W. Sweeney
   Vice President                              Assistant Vice President


                                           By: /s/ Brigitte Sachin
                                               ---------------------------------
                                               Brigitte Sachin 
                                               Assistant Treasurer



THE BANK OF NEW YORK                       THE BANK OF NOVA SCOTIA


By: /s/ William A. O'Daly                  By: /s/ F.C.H. Ashby  
   ----------------------------------          ---------------------------------
   William A. O'Daly                           F.C.H. Ashby  
   Vice President                              Senior Manager Loan Operations



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


By:                                        By: /s/ Friedrich N. Wilms
   ----------------------------------          ---------------------------------
   Name:                                       Friedrich N. Wilms
   Title:                                      Attorney-In-Fact

                                       6
<PAGE>

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


By: /s/ Armund J. Schoen, Jr.              By: /s/ J. H. Broadley
   ----------------------------------          ---------------------------------
   Armund J. Schoen, Jr.                       J. H. Broadley
   Senior Vice President                       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








                                        7

<PAGE>

                                    EXHIBIT 2

                           DOCUMENTS AND REQUIREMENTS


1.   Second Amendment to Loan Agreement

2.   Stock Pledge Agreement executed by DT Industries, Inc. with respect to 100%
     of  the  capital  stock  of  DT  Resources,   Inc.,   with  original  stock
     certificates and stock powers executed in blank

3.   Good Standing Certificate for DT Resources, Inc.

4.   Secretary's  Certificate  for DT Resources,  Inc.,  certifying  Articles of
     Incorporation, Bylaws, and Incumbency.






                                       8