EXHIBIT 10.21

                              AMENDED AND RESTATED

                              EMPLOYMENT AGREEMENT

        THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "AGREEMENT"), is
entered into as of November 1, 1997 (the "EFFECTIVE DATE"), by and between
ADVANCED TECHNICAL PRODUCTS, Inc., a Delaware corporation (the "COMPANY"), and
JAMES S. CARTER (the "EXECUTIVE").

                                R E C I T A L S:

        WHEREAS, TPG Holdings, Inc., A Delaware Corporation ("TPG"), and the
Executive entered into that certain Employment Agreement dated June 1, 1997 (the
"EMPLOYMENT AGREEMENT");

        WHEREAS, the terms of the Employment Agreement provided that it would
become effective only upon the merger (the "MERGER") of TPG with and into Lunn
Industries, Inc., a Delaware corporation ("LUNN"), with Lunn surviving under the
name "Advanced Technical Products, Inc.";

        WHEREAS, the Merger was consummated on October 31, 1997;

        WHEREAS, in accordance with the terms of the Merger, the Company, as the
surviving corporation, assumed all of the liabilities and obligations of TPG
under the Employment Agreement;

        WHEREAS, the Company now desires to amend the Employment Agreement to
make certain technical changes to clarify the name of the Company and the
Effective Date and to specifically ratify and adopt the terms of the Employment
Agreement.

        Accordingly, the parties agree as follows:

        1.     EMPLOYMENT DUTIES AND ACCEPTANCE.

               1.1 EMPLOYMENT BY THE COMPANY AND DUTIES. The Company hereby
agrees to employ the Executive for a term commencing on the Effective Date and
expiring at the end of the day three (3) years from the Effective Date (such
date, or later date to which this Agreement is extended in accordance with the
terms hereof, the "TERMINATION DATE"), unless earlier terminated as provided in
Section 4 or unless extended as provided herein (the "Term"). The Term shall be
automatically extended commencing on the anniversary of the Effective Date and
on each anniversary of the Effective Date thereafter (such date and each
anniversary of such date being a "RENEWAL DATE"), so as to terminate three (3)
years from such Renewal Date, unless and until at least sixty (60) days prior to
a Renewal Date either party hereto gives written notice to the other that the
term should not be further extended after the next Renewal Date, in which event
the Termination Date shall be three (3) years following the Renewal Date
following such notice. During the Term, the Executive shall serve in the
capacity of Chairman of the Board, President and Chief Executive Officer of the
Company, and shall also serve in those offices and directorships of subsidiary
corporations or entities of the Company to which he may from time to time be
appointed or elected. During the Term, the Executive shall devote all reasonable
efforts and all of his business time and services to the Company, subject to the
direction of the Board of Directors of the Company (the "BOARD"). The Executive
shall not engage in any other business activities except for passive investments
in corporations or partnerships not engaged in the Company Business (as
hereinafter defined) pursuant to Section 3 hereof.
<PAGE>
               1.2 ACCEPTANCE OF EMPLOYMENT BY THE EXECUTIVE. The Executive
hereby accepts such employment and shall render the services and perform the
duties described above.

        2.     COMPENSATION AND OTHER BENEFITS.

               2.1 ANNUAL SALARY. The Company shall pay to the Executive an
annual salary at a rate of not less than two hundred sixty-five thousand and
no/100 dollars ($265,000.00) per year (the "ANNUAL SALARY"), subject to increase
at the sole discretion of the Board, provided, however, that the Annual Salary
shall be increased effective as of each Renewal Date of each year during the
Term at a minimum by a percentage equal to the percentage increase in the
Consumer Price Index (Income) for the previous fiscal year. The Annual Salary
shall be payable in accordance with the payroll policies of the Company as from
time to time in effect, but in no event less frequently than once each month,
less such deductions as shall be required to be withheld by applicable law and
regulations.

               2.2 BONUSES. The Executive may receive, at the sole discretion of
the Board, an incentive bonus with respect to the fiscal years ending during the
Term (the "INCENTIVE BONUS"), provided that an Incentive Bonus, payable in
respect of a fiscal year, shall not exceed seventy-five percent (75%) of the
Annual Salary for such fiscal year.

               2.3 VACATION POLICY. The Executive shall be entitled to a paid
vacation of four weeks during each year of the Term.

               2.4 PARTICIPATION IN EMPLOYEE BENEFIT PLANS. The Company agrees
to permit the Executive during the Term, if and to the extent eligible, to
participate in any group life, hospitalization or disability insurance plan,
health program, pension plan, similar benefit plan or other so-called "fringe
benefits" of the Company (collectively, "BENEFITS") which may be available to
other senior executives of the Company on terms no less favorable to the
Executive than the terms offered to such other executives.

               2.5 GENERAL BUSINESS EXPENSES. The Company shall pay or reimburse
the Executive for all expenses reasonably and necessarily incurred by the
Executive during the Term in the performance of the Executive's services under
this Agreement. Such payment shall be made upon presentation of such
documentation as the Company customarily requires of its senior executive
employees prior to making such payments or reimbursements.

        3.     NON-COMPETITION, CONFIDENTIALITY AND COMPANY PROPERTY.

               3.1 COVENANTS AGAINST COMPETITION. The Executive acknowledges
that (i) the Company is currently engaged in the business of owning, managing
and operating manufacturing facilities in the aerospace and defense industries
(the "COMPANY BUSINESS"); (ii) his work for the Company will give him access to
trade secrets of and confidential information concerning the Company; and (iii)
the agreements and covenants contained in this Agreement are essential to
protect the business and goodwill of the Company. Accordingly, the Executive
covenants and agrees as follows:

                    3.1.1 NON-COMPETE. As an independent covenant, and in order
to enforce the provisions of Sections 3.1.3 and 3.1.5 hereof and the other
provisions of this Agreement, the Executive agrees that he shall not during the
Restricted Period (as hereinafter defined) anywhere within the continental
United States directly or indirectly (except in the Executive's capacity as an
officer of the Company), (i) engage or participate in the Company Business; (ii)
enter the employ of, or render any other services to, any

                                       2
<PAGE>
person engaged in the Company Business except as permitted hereunder; or (iii)
become interested in any such person in any capacity, including, without
limitation, as an individual, partner, shareholder, lender, officer, director,
principal, agent or trustee except as permitted hereunder; provided, however,
that the Executive may own, directly or indirectly, solely as an investment,
securities of any person traded on any national securities exchange or listed on
the National Association of Securities Dealers Automated Quotation System if the
Executive is not a controlling person of, or a member of a group which controls,
such person and the Executive does not, directly or indirectly, own 5% or more
of any class of equity securities, or securities convertible into or exercisable
or exchangeable for 5% or more of any class of equity securities, of such
person. As used herein, the "RESTRICTED PERIOD" shall mean a period commencing
on the date hereof and terminating upon the first to occur of (a) the date on
which the Company terminates or is deemed to terminate the Executive's
employment without Cause (as hereinafter defined), (b) the date the Executive
terminates or is deemed to terminate his employment pursuant to Section 4.6
hereof or (c) the date of termination of this Agreement; provided, however, that
if the Company shall have terminated the Executive's employment for Cause and
such Cause in fact exists or if the Executive shall have terminated his
employment with the Company in breach of the terms of this Agreement, the
Restricted Period shall end two (2) years following the termination of the
Executive's employment hereunder.

               3.1.2 CUSTOMERS. As an independent covenant, the Executive also
agrees to refrain during his employment by the Company, and in the event of the
termination of his employment for any reason, for one year thereafter, without
written permission from the Company, from diverting, taking, soliciting and/or
accepting on his own behalf or on the behalf of another person, firm, or
company, the business of any past or present customer of the Company, its
divisions, subsidiaries and/or other affiliated entities, or any identified
prospective or potential customer of the Company, its divisions, subsidiaries
and/or affiliated entities, whose identity became known to the Executive through
his employment by the Company.

                      3.1.3  CONFIDENTIAL INFORMATION.

                         3.1.3.1 The Executive acknowledges that the Company has
a legitimate and continuing proprietary interest in the protection of its
confidential information and that it has invested substantial sums and will
continue to invest substantial sums to develop, maintain and protect
confidential information. The Company agrees to provide the Executive access to
confidential information in conjunction with the Executive's duties, including,
without limitation, information of a technical and business nature regarding the
Company's past, current or anticipated business that may encompass financial
information, financial figures, trade secrets, customer lists, details of client
or consultant contracts, pricing policies, operational methods, marketing plans
or strategies, product development techniques or plans, business acquisition
plans, Company employee information, organizational charts, new personnel
acquisition plans, technical processes, designs and design projects, inventions
and research projects, ideas, discoveries, inventions, improvements, trade
secrets, design specifications, writings and other works of authorship. In
exchange, as an independent covenant, the Executive agrees not to make any
unauthorized use, publication, or disclosure, during or subsequent to his
employment by the Company, of any Intellectual Property of a confidential or
trade secret nature, generated or acquired by him during the course of his
employment, except to the extent that the disclosure of Intellectual Property
Information is necessary to fulfill his responsibilities as an employee of the
Company. The Executive understands that confidential matters and trade secrets
include information not generally known by or available to the public about or
belonging to the Company, its divisions, subsidiaries, and related affiliates,
or belonging to other companies to whom the Company, its divisions,
subsidiaries, and related affiliates, may have an obligation to maintain
information in confidence, and that authorization for public disclosure may only
be obtained through the Company's written consent.

                                       3
<PAGE>

                         3.1.3.2 The Executive further agrees not to disclose to
the Company, or induce any personnel of the Company to use, any confidential
information, trade secret, or confidential material belonging to others.

                         3.1.3.3 The Executive agrees that the covenants set
forth in Sections 3.1.3.1 and 3.1.3.2 are independent covenants and indefinite
obligations binding upon the Executive both during and after the termination of
the Executive's relationship with the Company.

                    3.1.4 PROPERTY OF THE COMPANY. All memoranda, notes, lists,
records, engineering drawings, technical specifications and related documents
and other documents or papers (and all copies thereof) relating to the Company,
including such items stored in computer memories, microfiche or by any other
means, made or compiled by or on behalf of the Executive after the date hereof,
or made available to the Executive after the date hereof relating to the
Company, its affiliates or any entity which may hereafter become an affiliate
thereof, shall be the property of the Company, and shall be delivered to the
Company promptly upon the termination of the Executive's employment with the
Company or at any other time upon request; provided, however, that the
Executive's address books, diaries, chronological correspondence files and
rolodex files shall be deemed to be property of the Executive.

                    3.1.5 ORIGINAL MATERIAL. The Executive agrees that any
inventions, discoveries, improvements, ideas, concepts or original works of
authorship relating directly to the Company Business, including without
limitation information of a technical or business nature such as ideas,
discoveries, designs, inventions, improvements, trade secrets, know-how,
manufacturing processes, product formulae, design specifications, writings and
other works of authorship, computer programs, financial figures, marketing
plans, customer lists and data, business plans or methods and the like, which
relate in any manner to the actual or anticipated business or the actual or
anticipated areas of research and development of the Company and its divisions,
subsidiaries, affiliates, or related entities, whether or not protectable by
patent or copyright, that have been originated, developed or reduced to practice
by the Executive alone or jointly with others during the Executive's employment
with the Company shall be the property of and belong exclusively to the Company.
The Executive shall promptly and fully disclose to the Company the origination
or development by the Executive of any such material and shall provide the
Company with any information that it may reasonably request about such material.
Either during or subsequent to the Executive's employment, upon the request and
at the expense of the Company or its nominee, and for no remuneration in
addition to that due the Executive pursuant to his employment by the Company,
but at no expense to him, the Executive agrees to execute, acknowledge, and
deliver to the Company or its attorneys any and all instruments which, in the
judgment of the Company or its attorneys, may be necessary or desirable to
secure or maintain for the benefit of the Company adequate patent, copyright,
and other property rights in the United States and foreign countries with
respect to any such inventions, improvements, ideas, concepts, or original works
of authorship embraced within this Agreement.

                    3.1.6 EMPLOYEES OF THE COMPANY AND ITS AFFILIATES. As an
independent covenant, the Executive agrees to refrain during his employment by
the Company, and in the event of the termination of his employment for any
reason for a period of one year thereafter, from inducing or attempting to
influence any employee of the Company, its divisions, subsidiaries and/or
affiliated entities to terminate his employment.

                    3.1.7 COMPANY'S INTEREST. The Executive further agrees that
these covenants are made to protect the legitimate business interests of the
Company, including interests in the Company's property described in and pursuant
to Section 3.1.4 and Section 3.1.5, and not to restrict his mobility or to
prevent him from utilizing his general technical skills. The Executive
understands as a part of these

                                       4
<PAGE>
covenants that the Company intends to exercise whatever legal recourse against
him for any breach of this Agreement and, in particular, for any breach of these
covenants.

               3.2 RIGHTS AND REMEDIES UPON BREACH. If the Executive breaches,
or threatens to commit a breach of, any of the provisions contained in Section
3.1 of this Agreement (the "RESTRICTIVE COVENANTS"), the Company shall have the
following rights and remedies, each of which rights and remedies shall be
independent of the others and severally enforceable, and each of which is in
addition to, and not in lieu of, any other rights and remedies available to the
Company under law or in equity:

                         3.2.1 SPECIFIC PERFORMANCE. The right and remedy to
have the Restrictive Covenants specifically enforced by any court of competent
jurisdiction, it being agreed that any breach or threatened breach of the
Restrictive Covenants would cause irreparable injury to the Company and that
money damages would not provide an adequate remedy to the Company.

                         3.2.2 ACCOUNTING. The right and remedy to require the
Executive to account for and pay over to the Company all compensation, profits,
monies, accruals, increments or other benefits derived or received by the
Executive as the result of any action constituting a breach of the Restrictive
Covenants.

               3.3 SEVERABILITY OF COVENANTS. The Executive acknowledges and
agrees that the Restrictive Covenants are reasonable and valid in duration and
geographical scope and in all other respects. If any court determines that any
of the Restrictive Covenants, or any part thereof, is invalid or unenforceable,
the remainder of the Restrictive Covenants shall not thereby be affected and
shall be given full effect without regard to the invalid portions.

               3.4 COURT REVIEW. If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable because of the
duration or geographical scope of, or scope of activities restrained by, such
provision, such court shall have the power to reduce the duration or scope of
such provision, as the case may be, and, in its reduced form, such provision
shall then be enforceable.

               3.5 ENFORCEABILITY IN JURISDICTIONS. The Company and the
Executive intend to and hereby confer jurisdiction to enforce the Restrictive
Covenants upon the courts of any jurisdiction within the geographical scope of
such Restrictive Covenants. If the courts of any one or more of such
jurisdictions hold the Restrictive Covenants unenforceable by reason of the
breadth of such scope or otherwise, it is the intention of the Company that such
determination not bar or in any way affect the right of the Company to the
relief provided above in the courts of any other jurisdiction within the
geographical scope of such Restrictive Covenants, as to breaches of such
Restrictive Covenants in such other respective jurisdictions, such Restrictive
Covenants as they relate to each jurisdiction being, for this purpose, severable
into diverse and independent covenants.

        4.     TERMINATION.

               4.1 TERMINATION UPON DEATH. If the Executive dies during the
Term, this Agreement shall terminate, provided, however, that in any such event,
the Company shall pay to the Executive, or to his estate, any portion of the
Annual Salary and Incentive Bonuses that shall have been earned by the Executive
prior to the termination but not yet paid, any Benefits that have vested in the
Executive at the time of such termination as a result of his participation in
any of the Company's benefit plans shall be paid to the Executive, or to his
estate or designated beneficiary, in accordance with the provisions of such
plan; and the Company shall reimburse the Executive, or his estate, for any
expenses with respect to which the Executive

                                       5
<PAGE>
is entitled to reimbursement pursuant to Section 2.6 of this Agreement, and the
Executive's right to indemnification, payment or reimbursement pursuant to
Section 6 of this Agreement shall not be affected by such termination and shall
continue in full force and effect, both with respect to proceedings that are
threatened, pending or completed at the date of such termination and with
respect to proceedings that are threatened, pending or completed after that
date.

               4.2 TERMINATION WITH CAUSE. The Company has the right, at any
time during the Term, subject to all of the provisions hereof, exercisable by
serving notice, effective on or after the date of service of such notice as
specified therein, to terminate the Executive's employment under this Agreement
and discharge the Executive with Cause. If such right is exercised, the
Company's obligation to the Executive shall be limited solely to the payment of
unpaid Annual Salary accrued, together with unpaid Incentive Bonus, if any, and
Benefits vested up to the effective date specified in the Company's notice of
termination. As used in this Agreement, the term "CAUSE" shall mean and include
(i) chronic alcoholism or controlled substance abuse as determined by a doctor
mutually acceptable to the Company and the Executive, (ii) an act of proven
fraud or dishonesty on the part of the Executive with respect to the Company or
its subsidiaries; (iii) knowing and material failure by the Executive to comply
with material applicable laws and regulations relating to the business of the
Company or its subsidiaries; (iv) the Executive's material and continuing
failure to perform (as opposed to unsatisfactory performance) his duties
hereunder or a material breach by the Executive of this Agreement except, in
each case, where such failure or breach is caused by the illness or other
similar incapacity or disability of the Executive; or (v) conviction of a crime
involving moral turpitude or a felony. Prior to the effectiveness of termination
for Cause under subclause (i), (ii), (iii) or (iv) above, the Executive shall be
given 30 days' prior notice from the Board specifically identifying the reasons
which are alleged to constitute Cause for any termination hereunder and an
opportunity to be heard by the Board in the event the Executive disputes such
allegations.

               4.3 TERMINATION WITHOUT CAUSE. The Company has the right, at any
time during the Term, subject to all of the provisions hereof, exercisable by
serving notice, effective on or after the date of service of such notice as
specified therein, to terminate the Executive's employment under this Agreement
and discharge the Executive without Cause. If the Executive is terminated during
the Term without Cause (including any termination which is deemed to be a
constructive termination without Cause under Section 4.6 hereof), the Company's
obligation to the Executive shall be limited solely to (i) the vesting of all
stock options granted to the Executive by the Company and (ii) the payment, at
the times and upon the terms provided for herein, of the greater of (a) the
Executive's Annual Salary and Incentive Bonus for the number of full months
remaining in the Term of this Agreement had the Executive not been so terminated
and (b) the Executive's Annual Salary for a period of 36 months, in each case
based on the Annual Salary of the Executive in effect on the date of termination
(or, if the Company has reduced the Executive's Annual Salary in breach of this
Agreement, the Executive's Annual Salary before such reduction) together with
all unpaid Incentive Bonus and Benefits awarded or accrued up to the date of
termination. If the Executive is terminated after he has received one Incentive
Bonus, the Incentive Bonus in clause (ii)(a) shall be based on the amount of
that one Incentive Bonus; if he has not yet received an Incentive Bonus, it
shall be based on the maximum Incentive Bonus (i.e., 75% of the Annual Salary).
In the event of a termination by the Company without Cause within 180 days after
a Change of Control (as hereinafter defined), including a constructive
termination without Cause pursuant to Section 4.6, the amounts due to the
Executive pursuant to this Section 4.3 shall be due and payable in one lump-sum
payment within 60 days after such termination. In all other cases, any amounts
due to the Executive pursuant to this Section 4.3 shall be due and payable as
and when they would have become due and payable absent such termination.

               4.4 TERMINATION BY THE EXECUTIVE. Any termination of this
Agreement by the Executive during the Term, except such termination as is deemed
to be a constructive termination without Cause by the

                                       6
<PAGE>
Company under Section 4.6 of this Agreement, shall be deemed to be a breach of
the terms of this Agreement for the purposes of Section 3.1.1 hereof and shall
entitle the Company to discontinue payment of all Annual Salary, Incentive
Bonuses and Benefits accruing from and after the date of such termination.

               4.5 TERMINATION UPON DISABILITY. If during the Term the Executive
becomes physically or mentally disabled, whether totally or partially, as
evidenced by the written statement of a competent physician licensed to practice
medicine in the United States who is mutually acceptable to the Company and the
Executive or his closest relative if he is not then able to make such a choice,
so that the Executive is unable substantially to perform his services hereunder
for (i) a period of four consecutive months, or (ii) for shorter periods
aggregating six months during any twelve-month period, the Company may at any
time after the last day of the four consecutive months of disability or the day
on which the shorter periods of disability equal an aggregate of six months, by
written notice to the Executive, terminate the Executive's employment hereunder
and discontinue payments of the Annual Salary, Incentive Bonuses and Benefits
accruing from and after the date of such termination. The Executive shall be
entitled to the full compensation payable to him hereunder for periods of
disability shorter than the periods specified in clauses (i) and (ii) of the
previous sentence.

               4.6 CONSTRUCTIVE TERMINATION WITHOUT CAUSE. Notwithstanding any
other provision of this Agreement, the Executive's employment under this
Agreement may be terminated during the Term by the Executive, which shall be
deemed to be constructive termination by the Company without Cause, if one of
the following events shall occur without the consent of the Executive: (i) a
failure to elect or reelect or to appoint or reappoint the Executive to the
office of Chairman of the Board, President and Chief Executive Officer of the
Company or other material change by the Company of the Executive's functions,
duties or responsibilities which change would reduce the ranking or level,
dignity, responsibility, importance or scope of the Executive's position with
the Company from the position and attributes thereof described in Section 1
above; (ii) the assignment or reassignment by the Company of the Executive to a
location not within 35 miles of the Company's current location; (iii) the
liquidation, dissolution, consolidation or merger of the Company, or transfer of
all or substantially all of its assets, other than a transaction in which a
successor corporation with a net worth at least equal to that of the Company
assumes this Agreement and all obligations and undertakings of the Company
hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of
Control as hereinafter defined; (vi) the failure of the Company to continue to
provide the Executive with office space, related facilities and secretarial
assistance that are commensurate with the Executive's responsibilities to and
position with the Company; (vii) the notification by the Company of the
Company's intention not to observe or perform one or more of the obligations of
the Company under this Agreement; (viii) the failure by the Company to
indemnify, pay or reimburse the Executive at the time and under the
circumstances required by Section 6 of this Agreement; (ix) the occurrence of
any other material breach of this Agreement by the Company or any of its
subsidiaries; or (x) the delivery of notice by the Company in accordance with
Section 1.1 hereof that it desires to terminate the Agreement, but only if such
notice is given before the Term has been automatically extended three times. Any
such termination shall be made by written notice to the President of the
Company, specifying the event relied upon for such termination and given within
60 days after such event. Any constructive termination shall be effective 60
days after the date the President of the Company has been given such written
notice setting forth the grounds for such termination with specificity;
provided, however, that the Executive shall not be entitled to terminate this
Agreement in respect of any of the grounds set forth above if within 60 days
after such notice the action constituting such ground for termination is no
longer continuing. A constructive termination by the Company without Cause shall
terminate the Restrictive Period hereunder.

               4.7 For the purposes hereof, a "CHANGE OF CONTROL OF THE COMPANY"
shall be deemed to have occurred if after the Effective Date (i) any "person"
(as such term is used in Sections 13(d) and 14(d)

                                       7
<PAGE>
of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Act), directly or indirectly, of securities of the Company representing 50%
or more of the combined voting power of the Company's then outstanding
securities without the prior approval of at least a majority of the members of
the Board in office immediately prior to such person attaining such percentage
interest; (ii) there occurs a proxy contest or a consent solicitation, or the
Company is a party to a merger, consolidation, sale of assets, plan of
liquidation or other reorganization not approved by at least a majority of the
members of the Board in office, as a consequence of which members of the Board
in office immediately prior to such transaction or event constitute less than a
majority of the Board thereafter; or (iii) during any period of two consecutive
years, other than as a result of an event described in clause (ii) of this
Section 4.7, individuals who at the beginning of such period constituted the
Board (including for this purpose any new director whose election or nomination
for election by the Company's stockholders was approved by a vote of at least a
majority of the directors then still in office who were directors at the
beginning of such period) cease for any reason to constitute at least a majority
of the Board.

        5. INSURANCE. The Company may, from time to time, apply for and take
out, in its own name and at its own expense, naming itself or one or more of its
affiliates as the designated beneficiary (which it may change from time to
time), policies for life, health, accident, disability or other insurance upon
the Executive in any amount or amounts that it may deem necessary or appropriate
to protect its interest. The Executive agrees to aid the Company in procuring
such insurance by submitting to medical examinations and by filling out,
executing and delivering such applications and other instruments in writing as
may reasonably be required by an insurance company or companies to which any
application or applications for insurance may be made by or for the Company.

        6. INDEMNIFICATION.

               6.1 The Company shall, to the maximum extent not prohibited by
law, indemnify the Executive if he is made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Company to procure a judgment in its favor (collectively, a
"PROCEEDING"), by reason of the fact that the Executive is or was a director or
officer of the Company, or is or was serving in any capacity at the request of
the Company for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against judgments, fines, penalties,
excise taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys' fees and disbursements) paid or incurred in connection
with any such Proceeding.

               6.2 The Company shall, from time to time, reimburse or advance to
the Executive the funds necessary for payment of expenses, including attorneys'
fees and disbursements, incurred in connection with any Proceeding in advance of
the final disposition of such Proceeding; provided, however. that, if required
by the Delaware General Corporation Law, such expenses incurred by or on behalf
of the Executive may be paid in advance of the final disposition of a Proceeding
only upon receipt by the Company of an undertaking, by or on behalf of the
Executive, to repay any such amount so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right of
appeal that the Executive is not entitled to be indemnified for such expenses.

               6.3 The right to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 6 shall not be
deemed exclusive of any other rights which the Executive may now or hereafter
have under any law, by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.

                                       8
<PAGE>
               6.4 The right to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 6 shall continue
as to the Executive after he has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of the
Executive.

               6.5 The Company shall purchase and maintain director and officer
liability insurance on such terms and providing such coverage as the Board
determines is appropriate, and the Executive shall be covered by such insurance
on the same basis as the other directors and executive officers of the Company,
unless the Board determines in its good faith judgment that such insurance is
too costly.

               6.6 The right to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 6 shall be
enforceable by the Executive in any court of competent jurisdiction. The burden
of proving that such indemnification or reimbursement or advancement of expenses
is not appropriate shall be on the Company. Neither the failure of the Company
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the Company
(including its board of directors, independent legal counsel, or its
stockholders) that the Executive is not entitled to such indemnification or
reimbursement or advancement of expenses shall constitute a defense to the
action or create a presumption that the Executive is not so entitled. The
Executive shall also be indemnified for any expenses incurred in connection with
successfully establishing his right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.

               6.7 If the Executive serves (i) another corporation of which a
majority of the shares entitled to vote in the election of its directors is held
by the Company, or (ii) any employee benefit plan of the Company or any
corporation referred to in clause (i), in any capacity, then he shall be deemed
to be doing so at the request of the Company.

               6.8 The right to indemnification or reimbursement or advancement
of expenses shall be interpreted on the basis of the applicable law in effect at
the time of the occurrence of the event or events giving rise to the applicable
Proceeding.

        7.     OTHER PROVISIONS.

               7.1 CERTAIN DEFINITIONS. As used in this Agreement, the following
terms have the following meanings unless the context otherwise requires:

                      (i) "AFFILIATE" with respect to the Company means any
        other person controlled by or under common control with the Company but
        shall not include any stockholder or director of the Company, as such.

                      (ii) "PERSON" means any individual, corporation,
        partnership, firm, joint Company, association, joint-stock company,
        trust, unincorporated organization, governmental or regulatory body or
        other entity.

                      (iii) "SUBSIDIARY" means any corporation 50% or more of
        the voting securities of which are owned directly or indirectly by the
        Company.

                                       9
<PAGE>
               7.2 NOTICES. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid. Any such notice shall be deemed
given when so delivered personally, telegraphed, telexed or sent by facsimile
transmission or, if mailed, on the date of actual receipt thereof, as follows:

                      (i) if to the Company, to:

                          Advanced Technical Products, Inc.
                          3353 Peachtree Road, Suite 920
                          Atlanta, Georgia 30326
                          Telecopy: (404) 231-7277
                          Attention: Vice President

                          with a copy to:

                          Gardere Wynne Sewell & Riggs, L.L.P.
                          333 Clay Avenue, Suite 800
                          Houston, Texas 77002
                          Telecopy: (713) 308-5555
                          Attention: Eric A. Blumrosen

                     (ii) if to the Executive, to:
                          James S. Carter

                          Advanced Technical Products, Inc.
                          3353 Peachtree Road, Suite 920
                          Atlanta, Georgia 30326

Any party may change its address for notice hereunder by notice to the other
party hereto.

               7.3 ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto.

               7.4 WAIVERS AND AMENDMENTS. This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof. Nor shall any waiver on the part of any party of any such right,
power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.

               7.5 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas (without giving
effect to the choice of law provisions thereof) where the employment of the
Executive shall be deemed, in part, to be performed and enforcement of this
Agreement or any action taken or held with respect to this Agreement shall be
taken in the courts of appropriate jurisdiction in Harris County, Texas.

                                       10
<PAGE>
               7.6 ASSIGNMENT. This Agreement, and any rights and obligations
hereunder, may not be assigned by the Executive and may be assigned by the
Company (subject to Section 4.6 (iii) hereof) only to a successor by merger or
purchasers of substantially all of the assets of the Company.

               7.7 COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

               7.8 HEADINGS. The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

               7.9 NO PRESUMPTION AGAINST INTEREST. This Agreement has been
negotiated. drafted, edited and reviewed by the respective parties, and
therefore, no provision arising directly or indirectly herefrom shall be
construed against any party as being drafted by said party.

               7.10 VALIDITY CONTEST. The Company shall promptly pay any and all
legal fees and expenses incurred by the Executive from time to time as a direct
result of the Company's contesting the due execution, authorization, validity or
enforceability of this Agreement.

               7.11 BINDING AGREEMENT. This Agreement shall inure to the benefit
of and bit binding upon the Company and its respective successors and assigns
and the Executive and his legal representatives.

                            [SIGNATURE PAGE FOLLOWS]

                                       11
<PAGE>
        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                              ADVANCED TECHNICAL PRODUCTS, INC.

                                              By: /s/ GARRETT L. DOMINY
                                                      Garrett L. Dominy,
                                                      Executive Vice President

                                              EXECUTIVE

                                              By: /s/ JAMES S. CARTER
                                                      James S. Carter
  
                                     12