MATTHEWS STUDIO EQUIPMENT GROUP

EXHIBIT (11.7)  FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WITH EDWARD PHILLIPS



                    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 ("Group"),
MATTHEWS STUDIO EQUIPMENT, INC., a California corporation ("MSE" and together
with Group, the "Company") and EDWARD PHILLIPS ("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 Group 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 Group;

     WHEREAS, the Company and Executive mutually desire to maintain the listing
of Group'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
     Group.  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 Group and Executive

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     to evidence the option) are contingent upon, and are not effective unless
     there has been, approval (of the option) by the shareholders of Group 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 Group, which shall vest on the first
     anniversary of the date of this Agreement, and 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



                              MATTHEWS STUDIO EQUIPMENT, INC.


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


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



                              /s/ Edward Phillips
                              -------------------
                              EDWARD PHILLIPS

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