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                                                                   EXHIBIT 10.28

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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     The First Amendment to Employment Agreement ("First Amendment") is made as
of May 15, 2000 by AJAX Manufacturing Company, a New Jersey corporation
("Company") and Karl Massaro ("Executive").

                             PRELIMINARY STATEMENT
                             ---------------------

     The Company and Executive are parties to an Employment Agreement dated as
of January 27, 1998 ("Employment Agreement").

     The Company and Executive have agreed to amend the Employment Agreement in
accordance with the terms and provisions of this First Amendment.

     In consideration of the foregoing, the mutual covenants and agreements of
the parties set forth in this First Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

     1. Definitions. Capitalized terms used herein and not otherwise defined
     shall have the meaning given such terms in the Employment Agreement.


     2. Amendment to Employment Agreement.

          (i) Section 2 of the Employment Agreement is hereby amended to read in
     its entirety as follows:

     3. Term. Subject to the terms and conditions of this Agreement, the
     Executive's employment by the company shall be for a term commencing on
     January 27, 1998 ("Commencement Date") and expiring on the close of
     business on the fifth anniversary of the Commencement Date (the "Initial
     Term"); provided, that the term of the Executive's employment by the
     Company shall continue thereafter unless and until either party shall give
     to the other at least thirty (30) days' advance written notice ("Notice of
     Termination") of expiration of the term (the Initial Term and the period,
     if any, thereafter, during which the Executive's employment shall continue
     are collectively referred to as the "Term"). Such Notice of Termination
     shall specify the date of expiration (which may not be earlier than the end
     of the Initial Term). The Company shall have the right at any time during
     any such 30-day notice period to relieve the Executive of his office,
     duties and responsibilities and to place him on a paid leave-of-absence
     status; provided, that during such notice period the Executive shall remain
     an employee of the Company and shall continue to receive his salary,
     compensation and other benefits as provided in this Agreement

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          (ii) Section 4 of the Employment Agreement is hereby amended to add
     the following sentence immediately after the first full sentence of Section
     4:

     4. Compensation. The Company shall pay the Executive, for the period
     January 27, 2001 to January 27, 2002, a base salary of $220,000 and for the
     period of January 27, 2002 to January 27, 2003, a base salary of $225,000.

4. Miscellaneous.

          (i) All of the terms, conditions and provisions of the Employment
     Agreement not herein modified shall remain in full force and effect,
     except that in the case of a conflict between the provisions hereof and any
     provision of the original Employment Agreement, the provisions hereof shall
     govern.

          (ii) This First Amendment shall be governed by and shall be construed
     and interpreted in accordance with the laws of the State of New Jersey.

          (iii) This First Amendment shall be binding upon and shall inure to
     the benefit of the parties hereto and their respective heirs, successors
     and assigns.

          (iv) This First Amendment may be executed in several counterparts,
     each of which shall constitute an original, but all which together shall
     constitute one and the same agreement.

                            SIGNATURE PAGE TO FOLLOW