FIRST AMENDMENT TO AMENDED AND RESTATED SECURED
                                 LOAN AGREEMENT


           THIS FIRST  AMENDMENT TO AMENDED AND RESTATED  SECURED LOAN AGREEMENT
AND WAIVER (the  "AMENDMENT"),  dated as of August 21, 1997, but effective as of
June 30,  1997  (the  "EFFECTIVE  DATE") is among  HILITE  INDUSTRIES,  INC.,  a
Delaware  corporation  ("BORROWER"),  NORTH  AMERICAN  SPRING &  STAMPING  CORP.
(DELAWARE),  a Delaware  corporation  ("GUARANTOR") and COMERICA  BANK-TEXAS,  a
Texas banking association ("LENDER").

                                    RECITALS:

           Borrower  and Lender  have  entered  into that  certain  Amended  and
Restated  Secured Loan Agreement dated as of July 21, 1995 (such Loan Agreement,
as amended or otherwise modified from time to time, the "AGREEMENT").

           Borrower and Lender desire to amend the Agreement.

           NOW, THEREFORE, in consideration of the premises herein contained and
other good and  valuable  consideration,  the receipt and  adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

           Section 1.1.  DEFINITIONS.  Capitalized terms used in this Amendment,
to the extent not otherwise  defined herein,  shall have the same meanings as in
the Agreement, as amended hereby.

                                   ARTICLE II

                                    AMENDMENT


           Section 2.1.  AMENDMENT TO SECTION 6.7. Effective as of the Effective
Date,  SECTION  6.7 of the  Agreement  is hereby  amended  and  restated  in its
entirety as follows:

                     6.7  MAINTAIN  CASH FLOW  COVERAGE  RATIO.  Maintain at all
           times the ratio of its Cash Flow to its  Current  Maturities  of Long
           Term Debt (on a consolidated and consolidating basis if Borrower then
           has any  Subsidiaries)  at not less  than (a) .60 to 1.0  during  the
           period  beginning  on June 30, 1997 and ending on December  31, 1997,
           (b) 1.0


FIRST AMENDMENT TO LOAN AGREEMENT - Page 1

<PAGE>



           to 1.0 during the period  beginning  on January 1, 1998 and ending on
           June 30, 1998,  and (c) 1.75 to 1.0  thereafter.  Such ratio shall be
           calculated on a rolling twelve-month basis.


                                   ARTICLE III

                              CONDITIONS PRECEDENT

           The effectiveness of this Amendment is subject to the conditions that
Lender shall have  received the  following  documents as of the date hereof,  in
form and substance satisfactory to Lender:

                     resolutions of the Board of Directors of Borrower certified
           by a senior  officer  of  Borrower  which  authorize  the  execution,
           delivery, and performance by Borrower of this Amendment.



                                   ARTICLE IV

                       Ratifications and Other Agreements

           Section 4.1.  RATIFICATIONS.  The terms and  provisions  set forth in
this Amendment shall modify and supersede all inconsistent  terms and provisions
set forth in the  Agreement and except as expressly  modified and  superseded by
this  Amendment,  the terms and  provisions of all other  documents  executed in
connection  with the  Agreement  are hereby  ratified  and  confirmed  and shall
continue in full force and effect.  Borrower and Lender agree that the Agreement
as amended  hereby  and all other  documents  executed  in  connection  with the
Agreement or this  Amendment to which  Borrower is a party shall  continue to be
legal, valid, binding and enforceable in accordance with their respective terms.

           Section  4.2.   REPRESENTATIONS   AND  WARRANTIES.   Borrower  hereby
represents  and  warrants  to  Lender  that  (a)  the  execution,  delivery  and
performance of this Amendment and any and all other  documents  executed  and/or
delivered in connection herewith have been authorized by all requisite corporate
action  on  the  part  of  Borrower   and  will  not  violate  the  articles  of
incorporation or bylaws of Borrower or any agreement to which Borrower or any of
its  properties  is bound,  (b) neither the  articles of  incorporation  nor the
bylaws of Borrower  have been amended or revoked since the date of the Agreement
and such articles of incorporation and bylaws are in full force and effect,  (c)
the  representations  and  warranties  contained  in the  Agreement,  as amended
hereby, and any other documents executed in connection therewith or herewith are
true and  correct on and as of the date  hereof as though  made on and as of the
date  hereof,  (d) other than the  Specified  Default,  no Event of Default  has
occurred and is continuing  and no event or condition has occurred that with the
giving of notice or lapse of time or both would be an Event of Default,  and (e)
after giving effect to this  Amendment,  Borrower is in full compliance with all
covenants and agreements contained in the Agreement as amended hereby.


FIRST AMENDMENT TO LOAN AGREEMENT - Page 2

<PAGE>





                                    ARTICLE V

                                  MISCELLANEOUS

           Section  5.1.  SURVIVAL  OF  REPRESENTATIONS   AND  WARRANTIES.   All
representations  and  warranties  made in this  Amendment or any other  document
executed in connection herewith shall survive the execution and delivery of this
Amendment,  and no  investigation  by Lender or any  closing  shall  affect  the
representations and warranties or the right of Lender to rely upon them.

           Section 5.2.  REFERENCE TO  AGREEMENT.  Each of the Agreement and any
and all other agreements,  documents,  or instruments now or hereafter  executed
and  delivered  pursuant  to the terms  hereof or  pursuant  to the terms of the
Agreement as amended  hereby,  are hereby  amended so that any reference in such
documents to the  Agreement  shall mean a reference to the  Agreement as amended
hereby.

           Section  5.3.  EXPENSES  OF LENDER.  As  provided  in the  Agreement,
Borrower agrees to pay on demand all reasonable  costs and expenses  incurred by
Lender in connection with the  preparation,  negotiation,  and execution of this
Amendment  and any other  documents  executed  pursuant  hereto  and any and all
amendments, modifications, and supplements thereto, including without limitation
the costs and  reasonable  fees of  Lender's  legal  counsel,  and all costs and
expenses  incurred by Lender in connection  with the enforcement or preservation
of any rights under the  Agreement,  as amended  hereby,  or any other  document
executed in connection  therewith,  including  without  limitation the costs and
reasonable fees of Lender's legal counsel.

           Section 5.4. SEVERABILITY.  Any provision of this Amendment held by a
court of competent  jurisdiction to be invalid or unenforceable shall not impair
or invalidate  the remainder of this  Amendment and the effect  thereof shall be
confined to the provision so held to be invalid or unenforceable.

           Section 5.5.  APPLICABLE  LAW. This Amendment and all other documents
executed pursuant hereto shall be deemed to have been made and to be performable
in Dallas,  Dallas  County,  Texas and shall be  governed  by and  construed  in
accordance with the laws of the State of Texas.

           Section 5.6.  SUCCESSORS AND ASSIGNS.  This Amendment is binding upon
and shall inure to the benefit of Lender, Borrower, Pledgor and their respective
successors  and assigns,  except  Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of Lender.

           Section 5.7.  COUNTERPARTS.  This Amendment may be executed in one or
more  counterparts,  each of which  when so  executed  shall be  deemed to be an
original, but all of which when taken together shall constitute one and the same
instrument.



FIRST AMENDMENT TO LOAN AGREEMENT - Page 3

<PAGE>



           Section  5.8.  EFFECT OF WAIVER.  No  consent  or waiver,  express or
implied,  by Lender  to or for any  breach of or  deviation  from any  covenant,
condition or duty by Borrower or any  obligated  party shall be deemed a consent
or waiver to or of any other breach of the same or any other covenant, condition
or duty.

           Section 5.9. HEADINGS. The headings,  captions, and arrangements used
in  this  Amendment  are  for   convenience   only  and  shall  not  affect  the
interpretation of this Amendment.

           Section 5.10. NON-APPLICATION OF CHAPTER 15 OF TEXAS CREDIT CODE. The
provisions  of Chapter 15 of the Texas  Credit Code  (Vernon's  Annotated  Texas
Statutes,  Article 5069-15) are  specifically  declared by the parties not to be
applicable to this  Amendment or any of the Loan  Documents or the  transactions
contemplated hereby.

           Section 5.11. ENTIRE AGREEMENT. THE AGREEMENT, THIS AMENDMENT AND ALL
OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION
WITH THE AGREEMENT OR THIS AMENDMENT  REPRESENT THE FINAL  AGREEMENTS  AMONG THE
PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES HERETO.

           Executed as of the date first written above, but effective as of June
30, 1997.

                                               BORROWER:                
                                               
                                               HILITE INDUSTRIES, INC.
                                               
                                               
                                               By: /s/ Sam M. Berry
                                                  ------------------------
                                                  Name: Sam M. Berry
                                                  Title:President and CEO
                                               
                                               
                                               LENDER:
                                               
                                               COMERICA BANK-TEXAS
                                               
                                               
                                               By: /s/ J. Michael Park
                                                  ------------------------
                                                  J. Michael Park
                                                  Vice President
                                               



FIRST AMENDMENT TO LOAN AGREEMENT - Page 4

<PAGE>


                                               GUARANTOR:

                                               NORTH AMERICAN SPRING & STAMPING
                                               CORP. (DELAWARE)

                                               By: /s/ Sam M. Berry
                                                  ------------------------
                                                  Name: Sam M. Berry
                                                  Title:President and CEO

DA972110533
080797 v5
316:3134-488


FIRST AMENDMENT TO LOAN AGREEMENT - Page 5