EXHIBIT 10.7

                                       AMENDMENT
                                           TO
                            DYNAMICS CORPORATION OF AMERICA
                       1980 RESTRICTED STOCK AND CASH BONUS PLAN

                         The 1980 Restricted Stock and Cash Bonus Plan
               (the "Plan"), as in effect since September 25, 1980 and
               as previously amended, is hereby amended as of April 11,
               1997, as set forth below.

                         Section 8(f) of the Plan is amended by changing
               the second sentence of paragraph (f) thereof to read in
               its entirety as follows:

                    For purposes of the Plan, 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 the
                         Company (not including in the securities
                         beneficially owned by such Person any
                         securities acquired directly from the Company
                         or its Affiliates) representing 25% or more of
                         the combined voting power of the Company'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 the Company (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 the Company) whose
                         appointment or election by the Board or
                         nomination for election by the Company'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 the Company or any direct or indirect
                         subsidiary of the Company with any other
                         corporation, other than (i) a merger or
                         consolidation which would result in the voting
                         securities of the Company 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 the
                         Company 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 the Company (or similar
                         transaction) in which no Person is or becomes
                         the Beneficial Owner, directly or indirectly,
                         of securities of the Company (not including in
                         the securities Beneficially Owned by such
                         Person any securities acquired directly from
                         the Company or its Affiliates other than in
                         connection with the acquisition by the Company
                         or its Affiliates of a business) representing
                         25% or more of the combined voting power of the
                         Company's then outstanding securities; or

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

                              For purposes of this Section 8(f), the
                    following definitions shall apply:  "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) the Company or any of its subsidiaries,
                    (ii) a trustee or other fiduciary holding securities
                    under an employee benefit plan of the Company 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 the Company in
                    substantially the same proportions as their
                    ownership of stock of the Company.  "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.

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