FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         This FIRST  AMENDMENT TO EMPLOYMENT  AGREEMENT  ("First  Amendment") is
entered  into   effective  as  of  December  1,  1997,  by  and  between  FARREL
CORPORATION, a Delaware corporation (the "Company"), and ROLF K.
LIEBERGESELL (the "Executive").

         WHEREAS,  the Company and the  Executive  are parties to an  Employment
Agreement (the "Agreement") dated as of November 1, 1991; and

         WHEREAS,  the  Agreement  would,  by its  express  terms,  expire as of
November 30, 1997,  unless  extended by mutual  agreement of the Company and the
Executive;

         WHEREAS,  the Company and the  Executive,  by entering  into this First
Amendment, desire to extend the Agreement beyond November 30, 1997, and to amend
certain  provisions  thereof regarding payment to the Executive in consideration
of the non-compete provisions contained in the Agreement;

         NOW,  THEREFORE,  in  consideration  of the  promises and of the mutual
promises and  covenants set forth herein and in the  Agreement,  the Company and
the Executive hereby agree as follows.

         1. Notwithstanding anything to the contrary in the Agreement, including
but not limited to the provisions of "2. Term" and "8.  Extension of Agreement",
the Agreement is hereby extended for an indefinite  term commencing  December 1,
1997.

         2. The following is added to "5. Termination".

            "(c) If  this  Agreement  is  extended  beyond  November  30,  1997,
pursuant  to the second  sentence  of `8.  Extension  of  Agreement',  then this
Agreement  shall  be  subject  to  termination  by  either  the  Company  or the
Executive,  upon twelve (12) months prior  written  notice,  provided,  however,
that:  (a) such  notice  shall be given by the  Company  only upon the vote of a
majority of the Directors then serving; and (b) nothing in this Section 5 (c) is
intended  to, nor shall it, in any way alter or limit the right of the  Company,
under proper  circumstances,  to proceed in  accordance  with the  provisions of
Section 5(a) of the Agreement."



                                 Page 15 of 16
<PAGE>




         3.  In  "7.   Non-competition",   the   following   is  added  to  "(b)
Consideration"  as the  last two --  i.e.,  the  fifth  and  sixth --  sentences
thereof.

                                                                 
             "Notwithstanding  anything to the contrary in the first sentence of
this  Section  7(b),  if the  Agreement  is extended  beyond  November 30, 1997,
pursuant to the second sentence of "8.  Extension of Agreement",  then the total
fee  payable to the  Executive  over the course of the Covered  Period  shall be
reduced by 12.5% for each full year the  Executive's  employment  extends beyond
December  1, 1997.  By way of example,  if the  Executive's  employment  were to
continue  through and expire on December 2, 1999,  then the total fee payable to
the Executive  over the course of the Covered Period would be reduced by 2 times
12.5% or 25%.

         4.  Except  as  and to the  extent  expressly  amended  by  this  First
Amendment,  all  provisions of the Agreement  remain in full force and effect as
originally written.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this First
Amendment as of the date and year first written above.


                                        FARREL CORPORATION


                                        By: /s/ Peter L. Hess
                                            ------------------------------
                                            Name:  Peter L. Hess
                                            Title: Secretary


                                        EXECUTIVE


                                            /s/ Rolf K. Liebergesell
                                            ------------------------------
                                            Rolf K. Liebergesell



                                 Page 16 of 16