Exhibit 10.21


                      First Amendment to Security Agreement
                      -------------------------------------

         This First  Amendment to Security  Agreement  ("Amendment")  is entered
into as of the 24th day of January,  2001, by and between  INTERNATIONAL KNIFE &
SAW, INC., a Delaware  corporation  ("Borrower")  and DEUTSCHE BANK AG, a German
banking entity ("Bank").

         WHEREAS,  Bank and Borrower entered into a certain  Security  Agreement
dated as of  January  24,  2001,  whereby  Borrower  granted  to Bank a security
interest in the Collateral (as that term is defined therein); and

         WHEREAS, Bank and Borrower both desire to amend the Security Agreement.

         NOW, THEREFORE, Bank and Borrower agree as follows:

         1. Section 2.1 of the Security Agreement entitled "Security Interest of
Bank" is hereby amended to add the following:

            (d) all of  Borrower's  shares  and  participation  interest  in IKS
         Klingelnberg GmbH

         2. The  remaining  terms,  paragraphs  and  provisions  of the Security
Agreement  shall  remain in full  force  and  effect  and shall not be  amended,
modified or altered in any respect by this Amendment.

         IN WITNESS  WHEREOF,  Borrower and Bank have executed this Amendment by
their duly authorized representatives as of the date first above written.

INTERNATIONAL KNIFE & SAW, INC.          DEUTSCHE BANK AG


By: /s/ William M. Schult                By: /s/ Wolfgang Jakobi and Eitel Lang
    --------------------------               ----------------------------------
Its: Chief Financial Officer             Its: Director and Director
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