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                                                                   EXHIBIT 10.31

                    FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         The First Amendment to Employment Agreement ("First Amendment") is made
as of January 10, 2001 by AJAX Manufacturing Company, a New Jersey corporation
("Company") and Steven J. Merker ("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 sixth 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

               (ii) Section 4 of the Employment Agreement is hereby amended so
         that the first sentence reads as follow:

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            4. Compensation. As compensation for services hereunder and in
         consideration of his agreement not to compete as set forth in paragraph
         8 hereof, the company shall pay the Executive, a base salary at an
         annual rate of $270,000.

               (iii) Section 5 of the Employment Agreement is hereby amended to
         add the following sentence immediately after paragraph (d):

            5. (e) The Executive is entitled to unaccountable expenses of
         $120,000 per year during the Initial Term.

            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


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         IN WITNESS WHEREOF, this First Amendment has been duly executed and
delivered by or on behalf of each of the parties as of the day and in the year
first above written.

                                                      AJAX MANUFACTURING, INC

                                                      By: /s/ Joseph Spinella
                                                          ----------------------
                                                          Name:  Joseph Spinella
                                                          Title: CFO


                                                      EXECUTIVE

                                                      By: /s/ Steven J. Merker
                                                          ----------------------
                                                          Steven J. Merker