AMENDED AND RESTATED EQUIPMENT LINE NOTE

Exhibit 10.33

AMENDED AND RESTATED EQUIPMENT LINE NOTE

(Non-Revolving Line With Conversion)

                The undersigned, BRAD FOOTE GEAR WORKS, INC., f/k/a BFG Acquisition Corp., an Illinois corporation (the “Borrower”), with its chief executive office located at 1309 S. Cicero Avenue, Cicero, Illinois 60650, for value received, hereby promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION f/k/a LaSalle National Bank f/k/a LaSalle Bank NI, a national banking association (collectively, together with any holder hereof, the “Bank”), at the Bank’s main offices at 135 South LaSalle Street, Chicago, Illinois 60603, or such other address hereafter designated by the Bank in writing, the principal sum of Eleven Million and 00/100 ($11,000,000.00) Dollars (U.S.) or if less, the aggregate unpaid principal amount of all advances (“Advances”) made by the Bank to the Borrower under this Note, plus all accrued and unpaid interest calculated and payable at the applicable rates and in the manner described below.  Amounts borrowed and repaid under this Note may not be reborrowed.

                The term “Conversion Date” shall mean April 29, 2007.

                Prior to the Conversion Date, interest shall be payable monthly on this Note, commencing on November 30, 2006 and continuing on the last Business Day of each month thereafter, calculated on the unpaid principal balances hereof at a variable rate per annum equal to the Prime Rate (as hereinafter defined) minus one percent (1.0%).  The term “Prime Rate” at any time means the rate of interest then most recently announced or published by the Bank as its prime rate.  Each change in the interest rate on this Note shall take effect on the effective date of the change in the Prime Rate.  It is expressly agreed that the use of the term “Prime Rate” is not intended nor does it imply that said rate of interest is a preferred rate of interest or one which is offered by the Bank to its most creditworthy customers.  Bank shall be under no obligation to notify Borrower of any change in the Prime Rate.  Interest shall be computed on the basis of a year consisting of 360 days and paid for actual days elapsed.

                Upon the Conversion Date, the outstanding principal balance of this Note will be repayable in fifty-nine (59) successive monthly installments of principal (based on a sixty month amortization), plus interest as hereinafter provided (except that if the Fixed Interest Rate, as hereinafter defined, is selected by Borrower, this Note shall be repayable in monthly installments of principal and interest (or principal plus if Variable Interest Rate option chosen), as calculated by the Bank), commencing on May 31, 2007, and payable on the last Business Day of each month thereafter, followed by a final payment of the entire unpaid principal balance and accrued interest due on April 30, 2012 (the “Maturity Date”).  Interest on this Note after the Conversion Date shall be payable concurrently with each principal payment, and shall at Borrower’s election (which shall be designated by Borrower in a writing delivered to the Bank prior to the Conversion Date) be calculated at either (i) a variable rate equal to the Prime Rate minus one percent (1.0%) (the “Variable Interest Rate”), or (ii) a fixed rate equal to two percent (2.0%) above the “Swap Rate” (as hereinafter defined) (such fixed rate, the “Fixed Interest Rate”).

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                Said election for either the Variable Interest Rate or Fixed Interest Rate shall be made only once and shall remain in effect for the balance of the term of this Note.  The term “Swap Rate” shall mean a rate of interest equal to the per annum rate of interest at which the Bank determines to be its cost of funds equal to the yield on United States Treasury Notes or Securities having a maturity closest to the Maturity Date plus a corresponding swap spread as published in “Bloomberg’s Financial Markets Commodities News”, in effect on the Conversion Date, and in the absence of such publication, as determined by the Bank in its sole discretion.

                Advances under this Note will be made in accordance with the terms of Section 3C of the Loan Agreement (as hereafter defined), the terms of which are incorporated herein by reference.

                Any amount of principal which is not paid when due, whether at the stated maturity, by acceleration, or otherwise, shall bear interest payable on demand at an interest rate per annum equal at all times to the interest rate otherwise then prevailing on this Note plus three percent (the “Default Rate”).  In addition, a late charge equal to five percent (5%) of each late payment may be charged on any payment not received by the Bank within five (5) calendar days after the payment due date, but acceptance of payment of this charge shall not waive any Default or Event of Default.

                Unless otherwise agreed, all payments shall be first applied to accrued interest to the date of payment, then to unpaid principal, and any remaining amount toward Bank’s costs and expenses incurred in collecting or attempting to collect this Note or incurred in any other matter or proceeding relating to this Note.

                All payments made on account of the principal and interest hereof shall be evidenced by entries on the books and records of the Bank and shall be rebuttable presumptive evidence of the principal amount and interest owing hereon.  The failure to so record any such amount or any error so recording any such amount shall not, however, limit or otherwise affect the obligations of the Borrower hereunder to repay the principal amount borrowed hereunder and all interest accruing thereon.

                If Borrower prepays this Note while its bears interest at a variable rate, no prepayment penalty shall be charged Borrower for any such prepayment.  If Borrower prepays this Note while it bears interest at the Fixed Interest Rate, such prepayment of the principal balance of this Note, whether in whole or in part, shall be subject to the following conditions:

(i)    Not less than five (5) days prior to the date upon which Borrower desires to make such prepayment, Borrower shall deliver to the Bank written notice of its intention to prepay, which notice shall be irrevocable and state the prepayment amount and the prepayment date;

(ii)   Borrower shall pay to the Bank, concurrently with such prepayment, a prepayment premium calculated in accordance with the following paragraph.

(iii)  Borrower shall pay to the Bank all accrued and unpaid interest through the date of such prepayment on the principal balance being prepaid; and

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