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                                                                  EXHIBIT 10.13

                             AGREEMENT TO INDEMNIFY

     AGREEMENT, dated as of August 13, 1996 (the "Agreement"), by and between
Aetna Industries, Inc. ("Aetna") and each of Russell L. Epker, Robert J. Small,
James Bakken, Douglas A. Thal and Jerome Singer (collectively, the "Indemnified
Parties" and, individually, an "Indemnified Party").

     WHEREAS, the Indemnified Parties are parties to that certain Stock
Purchase Agreement (the "Stock Purchase Agreement") dated as of August 13, 1996
by and among MS Acquisition Corp. (The "Company"), stockholders of the Company,
certain other individuals and Aetna Holdings, Inc. ("Buyer"); and

     WHEREAS, pursuant to Section 9.11 of the Stock Purchase Agreement, the
Company and Buyer have agreed to indemnify and hold harmless the Indemnified
Parties against any and all Losses (as such term is defined below) with respect
to the Senior Notes due 2006 of Aetna (the "Senior Notes"); and

     WHEREAS, in order to induce the Indemnified Parties to complete the
transactions contemplated by the Stock Purchase Agreement, Aetna desires to
enter into an agreement whereby Aetna shall agree to indemnify the Indemnified
Parties on terms comparable to the terms of Section 9.11 of the Stock Purchase
Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements set forth herein
and other good and valuable consideration, the receipt of which is hereby
acknowledged by each party hereto, the parties hereto agree as follows:

     1. Aetna agrees to indemnify and hold harmless each Indemnified Party
against any and all Losses to which such person may become subject insofar as
such Losses arise out of or are based on or are related to any untrue statement
or alleged untrue statement of any material fact contained in the Offering
Memorandum dated August 8, 1996, or Preliminary Offering Memorandum dated July
25, 1996, or any amendment or supplement thereto, relating to the Senior Notes,
or arise out of or are based upon or are related to the omission or alleged
omission to state in any of them a material fact required to be stated therein
or necessary to make the statements in any of them not misleading and will
promptly reimburse each such person for any reasonable legal and other expenses
as such expenses are incurred by such person in connection with investigating,
defending, settling, compromising or paying such Loss provided, however, that
no indemnification shall be owing to such person pursuant to this Agreement to
the extent such information arises out of or is based on any untrue statement
or omission or alleged omission made in such documents in reliance upon or in
conformity with written information furnished specifically for use therein to
Aetna or its respective representative by or on behalf of such Indemnified
Party.

     2. "Losses" shall mean any damages, liabilities, losses, fines, penalties,
costs, and expenses (including, without limitation, reasonable fees of counsel)
of any kind or nature whatsoever.

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     IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as of the date set forth above.


                                     AETNA INDUSTRIES, INC.


                                     BY: /s/ Ueli Spring
                                         ---------------------


                                         /s/ Russell L. Epker
                                         ---------------------
                                         Russell L. Epker 


                                         /s/  Robert J. Small
                                         ---------------------
                                         Robert J. Small    


                                         /s/  James Bakken 
                                         ---------------------
                                         James Bakken


                                         /s/  Douglas A. Thal
                                         ---------------------
                                         Douglas A. Thal 


                                         /s/  Jerome Singer
                                         ---------------------
                                         Jerome Singer