EXHIBIT 10 (b)

                                 AMENDMENT NO. 8
                                     TO THE
                                TRANSMATION, INC.
                   AMENDED AND RESTATED DIRECTORS' STOCK PLAN

                             EFFECTIVE JUNE 20, 2001
            (SUBJECT TO SUBSEQUENT RATIFICATION BY THE SHAREHOLDERS)


         WHEREAS, Transmation, Inc., an Ohio corporation (the "Company"), has
established the Transmation, Inc. Amended and Restated Directors' Stock Plan, as
heretofore amended (the "Plan"); and

         WHEREAS, deeming it appropriate and advisable so to do, and pursuant to
Section 9 of the Plan, the Board of Directors of the Company has authorized,
approved and adopted the further amendment to the Plan set forth herein;

         NOW, THEREFORE, the Plan is hereby amended, effective June 20, 2001, as
set forth below; provided, however, that if the shareholders of the Company fail
to approve and ratify this Amendment at the next Annual Meeting of Shareholders,
then this Amendment shall be null and void and of no effect:

                1. Section 2. of the Plan is hereby amended to provide in its
entirety as follows:

                "1. SHARES SUBJECT TO THE PLAN. Shares which may be awarded
                under this Plan may be, in whole or in part, authorized and
                unissued Shares or previously issued Shares reacquired by the
                Company, including Shares purchased on the open market, or such
                other securities as may be substituted pursuant to Section 10.
                The maximum number of Shares which may be issued for all
                purposes under this Plan shall be 400,000 (subject to adjustment
                pursuant to Section 10)."

                2. Except as amended hereby, the Plan shall remain in full force
and effect in accordance with its terms.


         THIS AMENDMENT NO. 8 TO THE TRANSMATION, INC. AMENDED AND RESTATED
DIRECTORS' STOCK PLAN WAS AUTHORIZED, APPROVED AND ADOPTED BY THE BOARD OF
DIRECTORS OF THE COMPANY ON JUNE 20, 2001, AND APPROVED AND RATIFIED BY THE
SHAREHOLDERS OF THE COMPANY ON AUGUST 21, 2001.


                                             /S/ PETER J. ADAMSKI
                                             ----------------------------------
                                             PETER J. ADAMSKI, SECRETARY