AMENDMENT NO. 2 TO TRANSACTION AGREEMENT

     This Amendment No. 2 to Transaction  Agreement  ("Amendment No. 2") is made
as of the  20th  day of  November,  1998,  by and  between  The  Black &  Decker
Corporation, a Maryland corporation ("Black & Decker"), and Bucher Holding AG, a
Swiss corporation ("Buyer").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  Black &  Decker,  through  certain  of its  direct  and  indirect
Subsidiaries, was engaged in the Glass Machinery Business;

     WHEREAS,  Black & Decker and Buyer  entered  into a  Transaction  Agreement
dated as of July 12,  1998 (the  "Agreement")  pursuant  to which Black & Decker
agreed to sell and Buyer agreed to purchase the Glass  Machinery  Business  upon
the terms and subject to the conditions set forth therein;

     WHEREAS,  Black & Decker  and  Buyer  entered  into an  Amendment  No. 1 to
Transaction Agreement dated as of September 21, 1998 amending the Agreement (the
"First Amendment");

     WHEREAS, Black & Decker and Buyer desire to amend certain of the provisions
of the First Amendment,  thereby further  amending the Agreement,  in accordance
with the terms of this Amendment No. 2;

     NOW, THEREFORE,  in consideration of the mutual covenants and agreements of
the parties contained herein, the parties agree as follows:

     Section 1.  DEFINITIONS. Capitalized terms used but not defined herein have
the meanings given to them in the Agreement.

     Section 2.  AMENDMENTS.  The Agreement  and the First  Amendment are hereby
amended as follows:

             2.01. The following sentence hereby replaces the second sentence of
Section 2.04.(a) of the Agreement:

         In the event Buyer  disputes the  correctness of the Proposed Final Net
Tangible  Asset Amount,  Buyer shall notify Black & Decker of its  objections by
February 5, 1999 and shall set forth,  in writing  and  reasonable  detail,  the
reasons for Buyer's objections.

             2.02. The following  provision  hereby replaces Section 2.01.(d) of
the First Amendment:
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                (d)  INDIVIDUAL  EMPLOYEE  SEVERANCE  AGREEMENTS.  Prior  to the
Closing one of the  Employees  listed on Schedule  B.20 as having an  individual
employee severance  agreement has been terminated and a portion of the severance
benefits described in such agreement were paid prior to the Closing.  Another of
the Employees listed on Schedule B.20 as having an individual employee severance
agreement is being terminated  after the Closing.  Buyer will be responsible for
paying (i) the  remaining  portion of the  severance  benefits  described in his
severance agreement to the Employee who was terminated prior to the Closing Date
and (ii) the  severance  benefits  described in his  severance  agreement to the
Employee who is being terminated after the Closing Date. Such obligations  shall
be Assumed  Liabilities  and included in the statement of the Proposed Final Net
Tangible Asset Amount and in the Final Net Tangible Asset Amount.

             2.03. The following  provision hereby replaces Section  2.10.(b)(i)
of the First Amendment:

                   (i)  ELMIRA  FACILITY.  Black & Decker  agrees  that  Buyer's
contacting  the  relevant  Governmental  Authorities  to  confirm  that  (A) the
municipal  incinerator ash used as fill at the facility contains levels of heavy
metals that are below regulatory reporting thresholds and to (B) the underground
storage  tanks  comply with  Applicable  Law will not affect  Buyer's  rights to
indemnification for such conditions.

     Section 3. ANCHOR BANKRUPTCY MATTER. As contemplated by Section 2.03 of the
First Amendment, Emhart Glass Machinery (U.S.), Inc. has not finally settled the
unsecured  creditor  claims  and  preference  claims.   Therefore,  any  assets,
liabilities  and  reserves  relating  to such claims will not be included in the
statement of the Proposed  Final Net Tangible  Asset Amount and in the Final Net
Tangible  Asset  Amount  and shall be treated as  Excluded  Assets and  Excluded
Liabilities, respectively.
<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto caused this Amendment No. 2 to be
duly executed by their respective  authorized officers on the day and year first
above written.


                                    THE BLACK & DECKER CORPORATION


                                    By:/s/CHARLES E. FENTON
                                    ------------------------------
                                    Name:  Charles E. Fenton
                                    Title: Senior Vice President
                                           and General Counsel


                                    BUCHER HOLDING AG



                                    By:/s/RUDOLF HAUSER
                                    -------------------------------
                                    Name:  Rudolf Hauser
                                    Title: