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                                                             Exhibit 10.41

                SUPPLEMENT NO. 2 dated as of June 3, 1998 to the Indemnity, 
           Subrogation and Contribution Agreement dated as of June 23, 1997 
           (as the same may be amended, supplemented or otherwise modified 
           from time to time, the "Indemnity, Subrogation and Contribution 
           Agreement"), among ROLLER BEARING COMPANY OF AMERICA, INC., a 
           Delaware corporation (the "Borrower"), each Subsidiary of the 
           Borrower listed on Schedule I thereto (the "Guarantors"), and 
           CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of 
           Switzerland, acting through its New York branch, as collateral 
           agent (in such capacity, the "Collateral Agent") for the Secured 
           Parties (as defined in the Credit Agreement referred to below).

      A. Reference is made to (a) the Credit Agreement dated as of June 23, 
1997, as amended by Amendment No. 1 dated as of April 15, 1998 (as amended, 
supplemented or otherwise modified from time to time, the "Credit 
Agreement"), among the Borrower, the lenders from time to time party thereto 
(the "Lenders") and Credit Suisse First Boston, as administrative agent for 
the Lenders (in such capacity, the "Issuing Bank"), and (b) the Guarantee 
Agreement dated as of June 23, 1997, among the Guarantors and the Collateral 
Agent (the "Guarantee Agreement").

      B. Capitalized terms used herein and not otherwise defined herein shall 
have the meanings assigned to such terms in the Indemnity, Subrogation and 
Contribution Agreement and the Credit Agreement.

      C. The Borrower and the Guarantors have entered into the Indemnity, 
Subrogation and Contribution Agreement in order to induce the Lenders to make 
Loans and the Issuing Bank to issue Letters of Credit, in each case for the 
account of the Borrower. Pursuant to Section 5.11 of the Credit Agreement, 
each Domestic Subsidiary of the Borrower that was not in existence or not 
such a Subsidiary on the date of the Credit Agreement is required to enter 
into the Guarantee Agreement as a Guarantor upon becoming a Subsidiary. 
Section 12 of the Indemnity, Subrogation and Contribution Agreement provides 
that additional Subsidiaries of the Borrower may become Guarantors under the 
Indemnity, Subrogation and Contribution Agreement by execution and delivery 
of an instrument in the form of Supplement. The undersigned Subsidiary of the 
Borrower (the "New Guarantor") is executing this Supplement in accordance 
with the requirements of the Credit Agreement to become a Guarantor under the 
Indemnity, Subrogation and Contribution Agreement in order to induce the 
Lenders to make additional Loans and the Issuing Bank to issue additional 
Letters of Credit and as consideration for Loans previously made and Letters 
of Credit previously issued.

      Accordingly, the Collateral Agent and the New Guarantor agree as 
follows:

      SECTION 1. In accordance with Section 12 of the Indemnity, Subrogation 
and Contribution Agreement, the New Guarantor by its signature below becomes 
a Guarantor under the Indemnity, Subrogation and Contribution Agreement with 
the same force and effect as if originally named therein as a Guarantor and 
the New Guarantor hereby agrees to all the terms and provisions of the 
Indemnity, Subrogation and Contribution Agreement applicable to it as a 
Guarantor thereunder. Each reference to a "Guarantor" in the Indemnity, 
Subrogation and Contribution Agreement shall be deemed to include the New 
Guarantor. The Indemnity, Subrogation and Contribution Agreement is hereby 
incorporated herein by reference.

      SECTION 2. The New Guarantor represents and warrants to the Collateral 
Agent and the other Secured Parties that this Supplement has been duly 
authorized, executed and delivered by it and constitutes its legal, valid and 
binding obligation, enforceable against it in accordance with its terms.

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      SECTION 3. This Supplement may be executed in counterparts (and by 
different parties hereto on different counterparts), each of which shall 
constitute an original, but all of which when taken together shall constitute 
a single contract. This Supplement shall become effective when the Collateral 
Agent shall have received counterparts of this Supplement that, when taken 
together, bear the signatures of the New Guarantor and the Collateral Agent. 
Delivery of an executed signatures page to this Supplement by fascimile 
transmission shall be as effective as delivery of a manually signed 
counterpart of this Supplement.

      SECTION 4. Except as expressly supplemented hereby, the Indemnity, 
Subrogation and Contribution Agreement shall remain in full force and effect.

      SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN 
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      SECTION 6. In case any one or more of the provisions contained in this 
Supplement should be held invalid, illegal or unenforceable in any respect, 
neither party hereto shall be required to comply with such provision for so 
long as such provision is held to be invalid, illegal or unenforceable, but
the validity, legality and enforceability of the remaining provisions 
contained herein and in the Indemnity, Subrogation and Contribution Agreement 
shall not in any way be affected or impaired. The parties hereto shall 
endeavor in good-faith negotiations to replace the invalid, illegal or 
unenforceable provisions with valid provisions in the economic effect of 
which comes as close as possible to that of the invalid, illegal or 
unforceable provisions.

      SECTION 7. All communications and notices hereunder shall be in writing 
and given as provided in Section 7 of the Indemnity, Subrogation and 
Contribution Agreement. All communications and notices hereunder to the New 
Guarantor shall be given to it at the address set forth under its signature.

      SECTION 8. The New Guarantor agrees to reimburse the Collateral Agent 
for its reasonable out-of-pocket expenses in connection with this Supplement, 
including the reasonable fees, other charges and disbursements of counsel for 
the Collateral Agent. 

      IN WITNESS WHEREOF, the New Guarantor and the collateral Agent have 
duly executed this Supplement to the Indemnity, Subrogation and Contribution 
Agreement as of the day and year first above written. 

                                        MILLER ACQUISITION CORP.,

                                          by /s/ Michael S. Gostomski
                                            -------------------------------
                                            Name:  Michael S. Gostomski
                                            Title: Executive Vice President
                                              c/o  Roller Bearing Company of
                                              America, Inc.
                                              60 Round Hill Road
                                              Fairfield, CT 06430


                                        CREDIT SUISSE FIRST BOSTON, as 
                                         Collateral Agent,
   
                                          by /s/ David W. Kratovil
                                            -------------------------------
                                            Name:  David W. Kratovil

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                                            Title: Director

                                          by /s/ Joel Glodowski
                                            -------------------------------
                                            Name:  Joel Glodowski
                                            Title  Managing Director