EXHIBIT 10.3


                      AMENDMENT TO EMPLOYMENT AGREEMENT

                    AMENDMENT made and entered into as of this 11th
          day of April, 1997 by and between DYNAMICS CORPORATION OF
          AMERICA, a New York corporation ("DCA") and Henry V.
          Kensing (the "Executive").

                    WHEREAS, DCA and the Executive have previously
          entered into an Employment Agreement as of February 1,
          1996 (the "Agreement"); and

                    WHEREAS, DCA, and the Executive desire to amend
          the Agreement in accordance with Article Tenth thereof.

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

                    1.  Part A. of Article Fourth of the Agreement
          is hereby amended in its entirety to read as follows:

               FOURTH:  A. In the event of the occurrence of a
               Change in Control at any time during the
               Employment Period, the Executive shall have the
               right to terminate this Employment Agreement
               upon thirty days written notice given at any
               time within 3 months after the occurrence of
               the Change in Control.  If the Executive shall
               have terminated this Employment Agreement
               pursuant to the foregoing provisions of this
               part A, or if DCA, any successor ("Successor")
               of DCA (whether by merger, consolidation or
               otherwise), or any parent ("Parent") of DCA or
               of any such successor shall have terminated
               this Employment Agreement during such three
               month period, DCA or the Successor or Parent,
               as the case may be, shall pay to the Executive
               as compensation, in a lump sum on the date of
               such termination, in lieu of any further
               compensation provided for in Article SECOND
               hereof, an amount equal to five times the sum
               of (a) two-thirds of the aggregate regular
               compensation provided for in part A of said
               Article SECOND, at the rate in effect at the
               time of such termination or, if greater, at the
               rate in effect on the date of the Change in
               Control and (b) two-thirds of the largest
               amount earned by the Executive as stock and
               cash bonuses for any of the five fiscal years
               preceding that in which termination occurs.

               In addition, DCA or the Successor or Parent, as
               the case may be, (a) shall pay in a single lump
               sum to Security Mutual Life Insurance Company
               of New York, to be held in a side fund in
               escrow by said carrier to pay when due the
               annual premiums on the Policy, an amount equal
               to ten (10) times the amount of the last annual
               premium payment on the Policy made prior to the
               date of the Change in Control, (b) shall
               forfeit all rights under the Collateral
               Assignment to be repaid the aggregate amount of
               all premiums paid on the Policy prior to, on or
               after the date of termination, and (c) shall
               release and waive all rights under the
               Collateral Assignment, shall not endanger in
               any way any benefit available to the Executive
               under the Policy and shall not be entitled to
               any further rights or interest in the Policy.

                    2.  Article Fourth of the Agreement is hereby
          further amended by adding new parts C. and D. thereto as
          follows:

               C.  For purposes of this Agreement, the
               following terms shall have the following
               meanings:

               A "Change in Control" shall be deemed to have
               occurred if the event set forth in any one of
               the following paragraphs shall have occurred:

               (I)  any Person is or becomes the Beneficial
               Owner, directly or indirectly, of securities of
               DCA (not including in the securities
               beneficially owned by such Person any
               securities acquired directly from DCA or its
               Affiliates) representing 25% or more of the
               combined voting power of DCA's then outstanding
               securities, excluding any Person who becomes
               such a Beneficial Owner in connection with a
               transaction described in clause (i) of
               paragraph (III) below; or

               (II) the following individuals cease for any
               reason to constitute a majority of the number
               of directors then serving on the Board of
               Directors of DCA (the "Board"): individuals
               who, on the date hereof, constitute the Board
               and any new director (other than a director
               whose initial assumption of office is in
               connection with an actual or threatened
               election contest, including but not limited to
               a consent solicitation, relating to the
               election of directors of DCA) whose appointment
               or election by the Board or nomination for
               election by DCA's stockholders was approved or
               recommended by a vote of at least two-thirds
               (2/3) of the directors then still in office who
               either were directors on the date hereof or
               whose appointment, election or nomination for
               election was previously so approved or
               recommended; or

               (III)  there is consummated a merger or
               consolidation of DCA or any direct or indirect
               subsidiary of DCA with any other corporation,
               other than (i) a merger or consolidation which
               would result in the voting securities of DCA
               outstanding immediately prior to such merger or
               consolidation continuing to represent (either
               by remaining outstanding or by being converted
               into voting securities of the surviving entity
               or any parent thereof) at least 60% of the
               combined voting power of the securities of DCA
               or such surviving entity or any parent thereof
               outstanding immediately after such merger or
               consolidation, or (ii) a merger or
               consolidation effected to implement a
               recapitalization of DCA (or similar
               transaction) in which no Person is or becomes
               the Beneficial Owner, directly or indirectly,
               of securities of DCA (not including in the
               securities Beneficially Owned by such Person
               any securities acquired directly from DCA or
               its Affiliates other than in connection with
               the acquisition by DCA or its Affiliates of a
               business) representing 25% or more of the
               combined voting power of DCA's then outstanding
               securities; or

               (IV)  the stockholders of DCA approve a plan of
               complete liquidation or dissolution of DCA or
               there is consummated an agreement for the sale
               or disposition by DCA of all or substantially
               all of DCA's assets, other than a sale or
               disposition by DCA of all or substantially all
               of DCA's assets to an entity, at least 60% of
               the combined voting power of the voting
               securities of which are owned by stockholders
               of DCA in substantially the same proportions as
               their ownership of DCA immediately prior to
               such sale.

               "Person" shall have the meaning given in
               Section 3(a)(9) of the Exchange Act, as
               modified and used in Sections 13(d) and 14(d)
               thereof, except that such term shall not
               include (i) DCA or any of its subsidiaries,
               (ii) a trustee or other fiduciary holding
               securities under an employee benefit plan of
               DCA or any of its Affiliates, (iii) an
               underwriter temporarily holding securities
               pursuant to an offering of such securities, or
               (iv) a corporation owned, directly or
               indirectly, by the stockholders of DCA in
               substantially the same proportions as their
               ownership of stock of DCA.  

               "Beneficial Owner" shall have the meaning set
               forth in Rule 13d-3 under the Exchange Act.  

               "Affiliate" shall have the meaning set forth in
               Rule 12b-2 promulgated under Section 12 of the
               Exchange Act.  

               "Exchange Act" shall mean the Securities
               Exchange Act of 1934, as amended from time to
               time.

               D.   If any of the payments or benefits
               received or to be received by the Executive in
               connection with a Change in Control or the
               Executive's termination of employment (whether
               pursuant to the terms of this Agreement or any
               other plan, arrangement or agreement with DCA,
               any Person whose actions result in a Change in
               Control or any Person affiliated with DCA or
               such Person) (such payments or benefits,
               excluding the Gross-Up Payment, being
               hereinafter referred to as the "Total
               Payments") will be subject to any tax (the
               "Excise Tax") imposed under section 4999 of the
               Internal Revenue Code of 1986, as amended (the
               "Code"), DCA or the Successor or Parent, as the
               case may be, shall pay to the Executive an
               additional amount (the "Gross-Up Payment") such
               that the net amount retained by the Executive,
               after deduction of any Excise Tax on the Total
               Payments and any federal, state and local
               income and employment taxes and Excise Tax upon
               the Gross-Up Payment, shall be equal to the
               Total Payments.  

               For purposes of determining whether any of the
               Total Payments will be subject to the Excise
               Tax and the amount of such Excise Tax, (i) all
               of the Total Payments shall be treated as
               "parachute payments" (within the meaning of
               section 280G(b)(2) of the Code) unless, in the
               opinion of tax counsel ("Tax Counsel")
               reasonably acceptable to the Executive and
               selected by the accounting firm which was,
               immediately prior to the Change in Control,
               DCA's independent auditor (the "Auditor"), such
               payments or benefits (in whole or in part) do
               not constitute parachute payments, including by
               reason of section 280G(b)(4)(A) of the Code,
               (ii) all "excess parachute payments" within the
               meaning of section 280G(b)(l) of the Code shall
               be treated as subject to the Excise Tax unless,
               in the opinion of Tax Counsel, such excess
               parachute payments (in whole or in part)
               represent reasonable compensation for services
               actually rendered (within the meaning of
               section 280G(b)(4)(B) of the Code) in excess of
               the "base amount" (with the meaning of section
               280G(b)(3) of the Code) allocable to such
               reasonable compensation, or are otherwise not
               subject to the Excise Tax, and (iii) the value
               of any noncash benefits or any deferred payment
               or benefit shall be determined by the Auditor
               in accordance with the principles of sections
               280G(d)(3) and (4) of the Code.  For purposes
               of determining the amount of the Gross-Up
               Payment, the Executive shall be deemed to pay
               federal income tax at the highest marginal rate
               of federal income taxation in the calendar year
               in which the Gross-Up Payment is to be made and
               state and local income taxes at the highest
               marginal rate of taxation in the state and
               locality of the Executive's residence on the
               date of the Executive's termination of
               employment, net of the maximum reduction in
               federal income taxes which could be obtained
               from deduction of such state and local taxes.

               In the event that the Excise Tax is finally
               determined to be less than the amount taken
               into account hereunder in calculating the
               Gross-Up Payment, the Executive shall repay to
               DCA, or the Successor or Parent, as the case
               may be, within five (5) business days following
               the time that the amount of such reduction in
               the Excise Tax is finally determined, the
               portion of the Gross-Up Payment attributable to
               such reduction (plus that portion of the
               Gross-Up Payment attributable to the Excise Tax
               and federal, state and local income and
               employment taxes imposed on the Gross-Up
               Payment being repaid by the Executive, to the
               extent that such repayment results in a
               reduction in the Excise Tax and a dollar-for-
               dollar reduction in the Executive's taxable
               income and wages for purposes of federal, state
               and local income and employment taxes, plus
               interest on the amount of such repayment at
               120% of the rate provided in section
               1274(b)(2)(B) of the Code.  In the event that
               the Excise Tax is determined to exceed the
               amount taken into account hereunder in
               calculating the Gross-Up Payment (including by
               reason of any payment the existence or amount
               of which cannot be determined at the time of
               the Gross-Up Payment), DCA or the Successor or
               Parent, as the case may be, shall make an
               additional Gross-Up Payment in respect of such
               excess (plus any interest, penalties or
               additions payable by the Executive with respect
               to such excess) within five (5) business days
               following the time that the amount of such
               excess is finally determined.  The Executive
               and DCA or the Successor or Parent, as the case
               may be, shall each reasonably cooperate with
               the other in connection with any administrative
               or judicial proceedings concerning the
               existence or amount of liability for Excise Tax
               with respect to the Total Payments.

                    Except as set forth above, the Agreement is
          hereby ratified and confirmed in all respects.

                    IN WITNESS WHEREOF, each of the parties hereto
          has executed this Amendment as of the day and year first
          written above.

                                   DYNAMICS CORPORATION OF AMERICA

                                   By:  /s/ Andrew Lozyniak        
                                       ----------------------------


                                         /s/ Henry V. Kensing      
                                       ----------------------------
                                           HENRY V. KENSING