MATTHEWS STUDIO EQUIPMENT GROUP

EXHIBIT (11.6) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WITH CARLOS D. DEMATTOS


                    FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


          This First Amendment to Employment Agreement (this "Amendment") is
made as of the 5th day of April, 1996, by and between MATTHEWS STUDIO EQUIPMENT
GROUP, a corporation organized under the laws of the State of California (the
"Company") and CARLOS D. DE MATTOS ("Executive"), to amend that certain
Employment Agreement dated July 1, 1995 between the Company and Executive
("Agreement").  Capitalized terms used and not defined in this Amendment have
the meaning given to them in the Agreement.

          WHEREAS, the Common Stock of the Company is listed on the National
Association of Securities Dealers, Inc. ("NASD") inter-dealer quotation system
and is designated as a National Market System security;

          WHEREAS, the NASD has required that the stock options provided for
Executive under Section III.E of the Agreement be contingent upon approval by
the shareholders of the Company;

          WHEREAS, the Company and Executive mutually desire to maintain the
listing of the Company's Common Stock with the NASD and the designation of same
as a National Market System security, and are willing to enter into this
Amendment to provide for such shareholder approval requirement;

          NOW THEREFORE, in consideration of the foregoing premises, the
covenants and agreements set forth below and for other good and valuable
consideration, receipt of which is hereby acknowledged, the Company and
Executive mutually covenant and agree as follows:

I.   STOCK OPTIONS TO EXECUTIVE.
     -------------------------- 

     Section III.E of the Agreement is hereby amended and restated in full as
follows:

          "E.  Stock Options:
               ------------- 

          Subject to shareholder approval as set forth below, for a period of
     ten (10) years from the execution of this Agreement, Executive shall have a
     nonqualified option to purchase up to 200,000 shares of the Common Stock of
     the Company.  Such option rights shall vest on the first anniversary hereof
     with respect to 66,667 shares, shall vest on the second anniversary hereof
     with respect to an additional 66,667 shares and shall vest on the third
     anniversary hereof with respect to an additional 66,666 shares.  The
     exercise price for the shares subject to such option shall be $3.00.  Any
     unexercised options shall terminate at the end of the ten (10) year period.
     Notwithstanding the foregoing, this option (and any stock option agreement
     entered into between the Company and Executive to evidence the option) are
     contingent upon, and are not effective unless there has been, approval (of
     the option) by the shareholders of the Company at a meeting or via written
     consent, duly held and called or solicited, in accordance with applicable
     law.  In the event that shareholder approval of the option has not been
     obtained prior to the first anniversary of the date of this Agreement, the
     option granted to Executive under this Section III.E shall be automatically
     reduced to a non-qualified option to purchase up to 12,500 shares of the
     Common Stock of the Company, which shall vest on the first anniversary of
     the date of this Agreement, and 

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     shall otherwise be on the same terms as are set forth above for the option
     for 200,000 shares. Shareholder approval shall not be necessary to make the
     (reduced) option to purchase 12,500 shares of the Common Stock of Group
     effective. The option provided for in this Section III.E shall be in
     addition to any options which may from time to time in the future be
     authorized by the Board of Directors for issuance to Executive under
     employee stock option plans adopted by the Company."

II.  EFFECT OF AMENDMENT.
     ------------------- 

     Except as expressly modified by this Amendment, all of the terms and
provisions of the Agreement remain in full force and effect, and this Amendment,
once executed by all parties hereto, shall become a part of the Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officer to execute or have executed this Agreement as of the date first above
written.

                              MATTHEWS STUDIO EQUIPMENT
                              GROUP


                              By:  /s/ Carlos D. De Mattos
                                  -------------------------------------
                                   President


                                   /s/ Gregory E. Moiseeff
                                  -------------------------------------
                                    Secretary



                                  /s/ Carlos D. De Mattos
                                 --------------------------------------
                                  CARLOS D. DE MATTOS

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