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                                                                 Exhibit (10)(f)
                                                                      Exhibit II

                                 AMENDMENT NO. 1
                                     TO THE
                                TRANSMATION, INC.
                  AMENDED AND RESTATED DIRECTORS' WARRANT PLAN

                             EFFECTIVE JUNE 21, 1996
            (SUBJECT TO SUBSEQUENT RATIFICATION BY THE SHAREHOLDERS)


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

        WHEREAS, deeming it appropriate and advisable so to do, and pursuant to
Section 12 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 21, 1996, 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, and any amendments
to warrant certificates which are made pursuant to this Amendment shall be
automatically cancelled:

               1. A new Section 6(d) is hereby added to Section "6. VESTING." of
the Plan, to provide in its entirety as follows (with the remainder of said
Section 6 being unchanged and unaffected by this Amendment and continuing in
full force and effect):

                      "(d) ALL WARRANTS. Notwithstanding the foregoing, if and
               to the extent that the Market Value requirements for
               exercisability set forth in this Section 6 are not satisfied,
               then the balance of each Warrant heretofore or hereafter granted
               shall nevertheless become exercisable on the fourth anniversary
               of the Grant Date of such Warrant."

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


         THIS AMENDMENT NO. 1 TO THE TRANSMATION, INC. AMENDED AND RESTATED
DIRECTORS' WARRANT PLAN WAS AUTHORIZED, APPROVED AND ADOPTED BY THE BOARD OF
DIRECTORS OF THE COMPANY ON JUNE 21, 1996, AND APPROVED AND RATIFIED BY THE
SHAREHOLDERS OF THE COMPANY ON AUGUST 20, 1996.

                                           /s/  JOHN A. MISIASZEK
                                           -------------------------------------
                                           A. MISIASZEK, SECRETARY

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