CONSENT AND AMENDMENT NO. 4

                                       TO

                           LOAN AND SECURITY AGREEMENT



         THIS CONSENT AND AMENDMENT NO. 4 (this "Amendment") is entered into as

of January 15, 2004, by and between EDAC TECHNOLOGIES CORPORATION, a Wisconsin

corporation ("Leading Borrower"), APEX MACHINE TOOL COMPANY, INC, a Connecticut

corporation ("Second Borrower") (Leading Borrower and Second Borrower being

collectively referred to as "Borrowers" and each a "Borrower") and GENERAL

ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("Lender").



                                   BACKGROUND



         Borrowers, Gros-Ite and Lender are parties to a Loan and Security

Agreement, dated as of September 29, 2000 (as amended, restated, supplemented or

otherwise modified from time to time, the "Loan Agreement") pursuant to which

Lender provides Borrowers with certain financial accommodations.



         Borrowers have requested that Lender amend the Loan Agreement and

Lender is willing to do so on the terms and conditions hereafter set forth.



         NOW, THEREFORE, in consideration of any loan or advance or grant of

credit heretofore or hereafter made to or for the account of Borrowers by

Lender, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree as

follows:



         1.       Definitions. All capitalized terms not otherwise defined

herein shall have the meanings given to them in the Loan Agreement.



         2.       Amendment to Loan Agreement. Subject to satisfaction of the

conditions precedent set forth in Section 4 below, the Loan Agreement is hereby

amended as follows:



                  (a)      Schedule A is amended as follows:



                           (i)      the following definitions are amended in

         their entirety to provide as follows:



                           "Change of Control" means, (a) with respect to any

                           Person on or after the Closing Date, that any change

                           in the composition of such Person's stockholders as

                           of the Closing Date shall occur which would result in

                           any stockholder or group acquiring 49.9% or more of

                           any class of Stock of such Person, or that any Person

                           (or group of Persons acting in concert) shall

                           otherwise acquire, directly or indirectly (including

                           through Affiliates), the power to elect a majority of

                           the Board of Directors of such Person or otherwise

                           direct the management or affairs of such Person by

                           obtaining proxies, entering into voting agreements or

                           trusts, acquiring securities or otherwise or (b)

                           Dominic Pagano ceases to maintain the duties and

                           responsibilities maintained by him as of the

                           Amendment No. 4 Effective Date with respect to the

                           management of the Borrowers.



                           "Projected Budget" means the Projections and Budget

                           attached as Exhibit A to Amendment No. 4 as Exhibit

                           A.



                           (ii)     the following defined terms and added in

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