Exhibit 10.34



Farr Company
2221 Park Place
El Segundo, California 90245

                                                               November 23, 1994

H. Jack Meany
Chairman, President & Chief Executive Officer

Mr. John C. Johnston
25677 Wildwood Drive
Calabasas, California 91302

SUBJECT:  Offer of Employment


Dear John:

     We offer you the  position of Vice  President  at a salary rate of $170,000
per year starting January 1, 1995.

     You will be eligible for company benefits which currently  include:  profit
sharing, ESOP, 401K. management bonus plan and management stock option plan. You
will receive a car allowance.

     A special  grant of options for 44,000 shares of common stock will be made.
These  options  will be at a price of $5.00  pr the  price on the day of  award,
whichever is lower.  Further,  they must be confirmed by the shareholders at the
1995 annual meeting in order to remain operative.

     It is agreed that, as a condition of your accepting employment,  if you are
discharged  while  reporting to someone other than me,  including any new owner,
for reasons other than cause,  during the first two years, then you will receive
termination pay of twelve months or for the then remaining period up through two
years, whichever is shorter.

     If this is acceptable to you please  indicate your agreement by signing and
returning one copy.

     I am very enthusiastic  about the prospects of your joining Farr and I know
the others here, including the Directors, will feel likewise.

With kind regards,


/s/ Jack Meany
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    Jack Meany



         Accepted:   /s/ John C. Johnston            11/28/94
                     --------------------            -------- 
                         John C. Johnston               Date