EXHIBIT 10.11

                               AMENDMENT SEVEN TO
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                        RETIREMENT PLAN FOR EMPLOYEES OF
                        --------------------------------

                CAPITAL SOUTHWEST CORPORATION AND ITS AFFILIATES
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                 As Amended and Restated Effective April 1, 1989
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         WHEREAS,  effective  as of  April  1,  1989,  the  Retirement  Plan for
Employees of Capital  Southwest  Corporation and Its Affiliates (the "Plan") was
amended and restated in its entirety;

         WHEREAS,  by the terms of Section 6.4 of the amended and restated Plan,
said Plan may be amended  by  Capital  Southwest  Corporation  (the  "Sponsoring
Employer");

         WHEREAS,  the Sponsoring Employer has determined that the Plan shall be
amended to exclude  the  Director  of  Business  Development  of Cargo  Chemical
Corporation from participation in the Plan; and

         WHEREAS, the Board of Directors of the Sponsoring Employer has approved
and adopted this Amendment Seven to the Plan;

         NOW,  THEREFORE,  Section  1.1(A)(13)  of the Plan is  hereby  amended,
effective  as of August 1,  2004,  to delete  the word "or" at the end of clause
(c),  to replace  the period at the end of clause (d) with a  semicolon  and the
word  "or",  and to add a new clause (e) which  shall  read in its  entirety  as
follows:

         "(e) the Director of Business Development of Cargo Chemical
Corporation."


         IN WITNESS  WHEREOF,  CAPITAL  SOUTHWEST  CORPORATION  has caused  this
instrument  to be  executed by its duly  authorized  officer on this ____ day of
________________, 2004.

                                                   CAPITAL SOUTHWEST CORPORATION


                                                   By __________________________

                                                   Title: ______________________