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                                                                   Exhibit 4.2.2

                            REVOLVING PROMISSORY NOTE
                            -------------------------

Executed as of the 28th day of November, 2001

Amount U.S. $4,000,000

FOR VALUE RECEIVED, the undersigned promises to pay to the order of ABN AMRO
BANK CANADA (hereinafter, together with any holder hereof, called the "Lender"),
at the main office of the Lender, the principal sum of Four Million U.S. Dollars
(U.S. $4,000,000) or its Canadian Dollar Equivalent Amount, plus the aggregate
unpaid principal amount of all advances made by the Lender to the undersigned
pursuant to and in accordance with subsection 2(b) of the Credit Agreement (as
hereinafter defined) in excess of such amount, or, if less, the aggregate unpaid
principal amount of all advances made by the Lender to the undersigned pursuant
to and in accordance with subsection 2(b) of the Credit Agreement. The
undersigned further promises to pay interest on the outstanding principal amount
hereof on the dates and at the rates provided in the Credit Agreement with
respect to Revolving Loans from the date hereof until payment in full hereof.

This Revolving Note (this "Note") is referred to in and is delivered pursuant to
that certain credit agreement, dated as of November 28, 2001 between Numatics
Ltd. as borrower and the Lender (as amended, supplemented, restated or extended
from time to time the "Credit Agreement"). Unless otherwise defined herein, all
capitalized terms set forth in this Note shall have the meanings ascribed to
such terms in the Credit Agreement.

THE OUTSTANDING PRINCIPAL BALANCE OF THE UNDERSIGNED'S LIABILITIES TO THE LENDER
UNDER THIS NOTE SHALL BE PAYABLE PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT
RELATING TO REVOLVING LOANS.

The undersigned hereby authorizes the Lender to charge any account of the
undersigned for all sums due hereunder. If payment hereunder becomes due and
payable on a Saturday, Sunday or legal holiday under the laws of Canada of the
Province of Ontario, the due date thereof shall be extended to the next
succeeding business day, and interest shall be payable thereon at the rate
specified during such extension. Credit shall be given for payments made in the
manner and at the times provided in the Credit Agreement. It is the intent of
the parties that the rate of interest and other charges to the undersigned under
this Note shall be lawful; therefore, if for any reason the interest or other
charges payable hereunder are found by a court of competent jurisdiction, in a
final determination, to exceed the limit which the Lender may lawfully charge
the undersigned, then the obligation to pay interest or other charges shall
automatically be reduced to such limit and, if any amount in excess of such
limit shall have been paid, then such amount shall be refunded to the
undersigned.

The principal hereunder may be prepaid by the undersigned, in part or in full,
at any time; provided, however, that if Borrower terminates the Credit Agreement
or reduces the amount of

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                                                                              2.


the Revolving Credit Commitment at any time prior to the end of the term of the
Credit Agreement, the undersigned shall pay a prepayment fee as provided in the
Credit Agreement.

The undersigned waives the benefit of any law that would otherwise restrict or
limit the Lender in the exercise of its right, which is hereby acknowledged, to
set-off against the Liabilities, without notice and at any time hereafter, any
indebtedness matured or unmatured owing from the Lender to the undersigned. The
undersigned waives every counterclaim or set-off which the undersigned may now
have or hereafter may have to any action by the Lender in enforcing this Note
and/or any of the other Liabilities, or in enforcing the Lender's rights in the
Collateral and agrees that the Lender shall not be liable for any error in
judgment or mistakes of fact or law.

The undersigned, any other party liable with respect to the Liabilities and any
and all endorsers and accommodation parties, and each one of them, if more than
one, waive any and all presentment, demand, notice of dishonour, protest, and
all other notices and demands in connection with the enforcement of the Lender's
rights hereunder.

THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE PROVINCE OF
ONTARIO AND OF CANADA APPLICABLE THEREIN AS TO INTERPRETATION, ENFORCEMENT,
VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHER RESPECTS, INCLUDING WITHOUT
LIMITATION, THE LEGALITY OF THE INTEREST RATE AND OTHER CHARGES, and shall be
binding upon the undersigned and the undersigned's legal representatives,
successors and assigns. If this Note contains any blanks when executed by the
undersigned, the Lender is hereby authorized, without notice to the undersigned,
to complete any such blanks according to the terms upon which the loan or loans
were granted. Wherever possible, each provision of this Note shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Note shall be prohibited by or be invalid under
such law, such provision shall be severable, and be ineffective to the extent of
such prohibition or invalidity, without invalidating the remaining provisions of
this Note.

To induce the Lender to make the loan evidenced by this Note, the undersigned
(i) irrevocably agrees that, subject to the Lender's sole and absolute election,
all actions arising directly or indirectly as a result or in consequence of this
Note or any other agreement with the Lender, or the Collateral, shall be
instituted and litigated only in courts having situs in the City of Toronto,
Ontario, (ii) hereby consents to the exclusive jurisdiction and venue of any
Court located and having its situs in said city, and (iii) waives any objection
based on forum non-conveniens. IN ADDITION, THE UNDERSIGNED HEREBY WAIVES TRIAL
BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO
THIS NOTE, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY THE
UNDERSIGNED OR THE LENDER OR WHICH IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES
OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN THE UNDERSIGNED AND THE LENDER,
waives personal service of any and all process, and consents that all such
service of process may be made by registered mail, return receipt requested,
directed to the undersigned at the address indicated in the Lender's records;
and service so made shall be complete five (5) days after the same has been
deposited in the Canadian mails as aforesaid.


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                                                                              3.

As used herein, all provisions shall include the masculine, feminine, neuter,
singular and plural thereof, wherever the context and facts require such
construction and in particular the word "undersigned" shall be so construed.

IN WITNESS WHEREOF, the undersigned has executed this Note on the date above set
forth.

                                       NUMATICS LTD.

                                       Per:    /s/ John H. Welker
                                             ----------------------------------
                                       Name:   John H. Welker
                                       Title:  Vice President


                                       Per:
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                                       Name:
                                       Title: