1
                                                                 Exhibit 10.11


        AMENDMENT NO. 1 dated as of July 1, 1989 ("Amendment No. 1"), by and
between CRS SIRRINE, INC., a Delaware corporation (the "Company"), and BRUCE W.
WILKINSON (the "Executive"), parties to the Agreement of June 30, 1988.



                              W I T N E S S E T H


        WHEREAS, the Company and the Executive are parties to an Amended and
Restated Employment Agreement, dated as of June 30, 1988 (the "Agreement"); and

        WHEREAS, the Board of Directors of the Company recognizes the valuable
and important contribution that the Executive has made to the growth and
success of the Company and desires to assure itself of the continued services
of the Executive in an executive capacity by activating Articles I through VI
of the Agreement;

        NOW, THEREFORE, the Company and the Executive hereby agree as follows:

        1.     The definition of "Operative Date" is hereby amended to read as
follows:

                "Operative Date" shall mean July 1, 1989."

        2.     The definition of "Term" is hereby amended to read as follows:

                " Term" as used in this Agreement shall mean the period
        commencing on June 30, 1988 and expiring on June 30, 1991 (unless
        sooner terminated or extended as hereinafter set forth); provided,
        however, that

                        (a)     upon the occurrence of a Change in Control, the
                term of this Agreement shall be extended automatically until
                the third anniversary of the date on which the Change in
                Control occurs (unless the term of the Agreement has expired
                prior to such third anniversary in accordance with the
                provisions of paragraph (c) of this definition);

                        (b)     commencing on June 30, 1989 and each June 30th
                thereafter, the term of this Agreement shall be extended
                automatically for one additional year unless (i) the term of
                the Agreement has previously expired in accordance with the
                provisions of paragraph (c) of this definition, or (ii) not
                later than the May 1st immediately preceding such June 30th,
                the Company shall have delivered to the Executive or the
                Executive shall have delivered to the Company written notice
                that the term of this Agreement will not be extended; and

   2
                        (c)     the term of this Agreement shall expire upon
                the Company's termination of the Executive's employment for
                Cause, or the Executive's resignation for other than Good
                Reason.

                The Company shall notify the Executive in writing of the
        occurrence of a Change in Control within two weeks thereafter."

        3.      The Agreement is to be interpreted and construed so that the
phrase "employee benefit plans, programs and arrangements" in Section 1.6(d)(i)
(B) shall be deemed to include the Executive's participation in the CRS
Sirrine, Inc. Senior Management Incentive Award Plan and Discretionary Bonus
Plan, the CRS Sirrine, Inc. Employee Bonus Plan, the CRS Sirrine, Inc. Employee
Incentive Stock Option Plan, the CRS Sirrine, Inc. Employee Non-Qualified Stock
Option Plan and the CRS Sirrine, Inc. Supplemental Executive Retirement Plan
and any other Company incentive compensation plans and arrangements in effect
immediately prior to the Operative Date or the Change of Control, as the case
may be (or other plans or arrangements providing the Executive with
substantially equivalent benefits).

        4.      Except as herein amended or modified, the terms and provisions
of the Agreement shall continue in full force and effect.

        IN WITNESS WHEREOF, the parties hereto have executed this Amendment 
No. 1 as of the date first above written.


ATTESTED BY:                            CRS SIRRINE, INC.


     /s/ Frank Perrone                  By:     /s/ Richard Daerr
____________________________               _____________________________
Secretary                               Title:


 (Seal)                                       /s/ Bruce Wilkinson
                                            _____________________________
                                                     Executive