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                                                                        Exh 10.2

(TD BANKNORTH LOGO)

                            CHANGE IN TERMS AGREEMENT

<TABLE>
<CAPTION>
  PRINCIPAL      LOAN DATE    MATURITY     LOAN NO   CALL /COLL     ACCOUNT    OFFICER   INITIALS
-------------   ----------   ----------   --------   ----------   ----------   -------   --------
<S>             <C>          <C>          <C>        <C>          <C>          <C>       <C>
$2,300,000.00   08-23-2005   07-31-2011   04006852                4384040956     067
</TABLE>

   Reference in the shaded area are for Lender's use only and do not limit the
     applicability of this document to any particular loan or Item.
          Any Item above containing "***" has been omitted due to text
                               length limitations.

Borrower: EDAC Technologies Corporation     LENDER: TD Banknorth, N.A.
          (TIN: 39-1515599);                        TD Banknorth Connecticut
          GROS-ITE Industries, Inc.                 102 West Main Street
          (TIN: 06-1310723);                        New Britain, CT 06051
          and APEX Machine Tool Company,
          Inc. (TIN: 06-1519037)
          1806 New Britain Avenue
          Farmington, CT 06032

PRINCIPAL AMOUNT: $2,300,000.00               DATE OF AGREEMENT: AUGUST 23, 2005

                              INITIAL RATE: 6.500%

DESCRIPTION OF EXISTING INDEBTEDNESS. An Equipment Loan Note in the original
principal amount of $1,500,000.00 and a Credit Agreement, both dated January 3,
2005 from Borrower to Banknorth, N.A. n/k/a TD Banknorth, N.A, together with all
renewals, amendments, and modifications executed thereafter.

DESCRIPTION OF CHANGE IN TERMS. This Agreement makes the following changes to
the Note effective August 23, 2005:

Deletes in its entirety Sections (a) and (b) and replaces them as follows:

(a) prior to the Conversion Date, interest only the principal amount the
Equipment Loans made to Borrower in an aggregate amount not to exceed TWO
MILLION THREE HUNDRED THOUSAND DOLLARS ($2,300,000.00) as set forth in the
Credit Agreement dated as of January 3, 2005 (as amended and in effect from time
to time, the "Credit Agreement"), among Borrower and Lender; and

(b) after the Conversion Date, the principal amount of TWO MILLION THREE HUNDRED
THOUSAND DOLLARS ($2,300,000.00), or if less, the aggregate outstanding amount
of all Euipment Loans made by Lender to Borrower prior to the Conversion Date,
in the monthly installments specified in the Credit Agreement, and payable in
its entirety on the Equipment Loan Maturity Date; and

Additionally, this Agreement makes the following changes to the Credit Agreement
effective August 23, 2005:

Deletes any reference to the Equipment Loan in the principal amount of
$1,500,000.00 and replaces it with $2,300,000.00.

Changes the "Equipment Loan Commitment" amount to $2,300,000.00

Changes the "Conversion Date" to mean July 31, 2006.

Changes the "Equipment Loan Maturity Date" to mean July 31, 2011.

Changes the "Equipment Loan Fixed Rate" to mean a fixed rate equal to 5 yr
(Term) 5 yr (Amort) Regular Amortizing Advance Rate for the FHLBB as published
in the last week prior to the Conversion Date on the FHLBB internet site under
"Rates/Amortizing Advances" (http://www.fhlbboston.com/index.jsp) or such other
the applicable publication of such rates by the FHLBB subsequently designated by
Lender, plus two (2.0%), calculated three (3) Business Days prior to Conversion.

Deletes in its entirety sub-sections (a), (b) and (c) of Section 1.1.7 entitled
Prepayment of FHLBB Amortizing Loan and replaces it as follows:

(a) The Borrower may prepay this Note at any time, if the total commitment is
refinanced within 12 months prior to the "Conversion Date", the Borrower shall
pay the Lender a fee equal to 3% of the total commitment plus a 'Yield
Maintenance Fee' however, if it is prepaid after the "Conversion Date" the
prepayment penalty will be a 'Yield Maintenance Fee' in an amount computed as
follows:

The current costs of funds, specifically the Federal Home Loan Bank of Boston
Classic Advance Rate comparable to the remaining term of the Note shall be
subtracted from the above stated interest rate, or default rate, if applicable.
If the result is zero or a negative number, there shall be no Yield Maintenance
Fee due and payable. If the result is a positive number, then the resulting
percentage shall be multiplied by the scheduled outstanding principal balance
for each remaining monthly period of this Note. Each resulting amount shall be
divided by 360 and multiplied by the number of days remaining in the monthly
period. Said amounts shall be reduced to present values calculated by using the
above referenced current cost of funds divided by 12 and Note's remaining term
in months. The resulting sum of present values shall be the yield maintenance
fee due to the Lender upon prepayment of the principal of the Note plus any
accrued interest due as of the prepayment date.

Unless Lender expressly agrees otherwise, partial payments will not affect the
payment schedule required above.

Deletes the last sentences of Section 1.1.3 entitled Equipment Loan subsection
(a) to read as follows:

Beginning on the first day of the month following the Conversion Date, and on
the first day of each month thereafter, Borrower shall make monthly payments of
principal and interest in an amount sufficient to amortize in full the then
existing principal balance in Sixty(60) substantially equal monthly installments
at the Equipment Loan Fixed Rate put into effect hereunder on the Conversion
Date.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original obligation or obligations, including all Agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endoser, including accomodation makers, will not be released by virtue of this
Agreement. If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such subsequent
actions.

                             CONTINUED ON NEXT PAGE

<PAGE>

                            CHANGE IN TERMS AGREEMENT
Loan No: 04006852                  (CONTINUED)                            Page 2


THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS AGREEMENT. EACH BORROWER AGREES TO THE TERMS OF THE
AGREEMENT.

EACH BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS CHANGE IN TERMS
AGREEMENT.

BORROWER:

EDAC TECHNOLOGIES CORPORATION


By: /s/ Glenn Purple                 (Seal)
    ---------------------------------
    Glenn Purple, Vice President of
    EDAC Technologies Corporation


GROS-ITE INDUSTRIES, INC.


By: /s/ Glenn Purple                 (Seal)
    ---------------------------------
    Glenn Purple, Secretary of
    GROS-ITE Industries, Inc.


APEX MACHINE TOOL COMPANY, INC.


By: /s/ Glenn Purple                 (Seal)
    ---------------------------------
    Glenn Purple, Secretary of
    APEX Machine Tool Company, Inc.

      LASER PRD Lending. Ver 5.25.30.001 Copr. Harland Financial Solutions,
        Inc. 1997, 2005. All Rights Reserved. - CT C:\HFS\CFI\LPL\D2OC.FC
                                 TR-14713 PR-12