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                                 EXHIBIT 10.111

                              Employment Agreement


     This Employment Agreement (the "Agreement") is entered into this 3rd day of
January, 2000 between Brown & Sharpe Manufacturing Company (the "Company"), with
its principal place of business at Precision Park, 200 Frenchtown Road, North
Kingstown, Rhode Island, and Philip James (the "Employee").


                                    Recitals

          A. The Employee has been continuously employed by the Company as an
     executive officer of the Company on an at-will basis since August 18, 1997;
     and

          B. The Company and the Employee now desire to enter into an Employment
     Agreement to provide the Employee with a fixed term of employment with the
     Company.

     NOW THEREFORE, in consideration of the mutual promises and agreements
contained herein the parties hereby agree as follows:

          1. Employment. The Company agrees to continue to employ Employee, and
     Employee agrees to continue his employment with the Company, subject to and
     in accordance with the terms and conditions of this Agreement.

          2. Term of Employment. Employee's term of employment will begin on
     January 3, 2000, and will end on December 31, 2002.

          3. Regular Compensation. The Company will pay Employee an annual base
     salary as is in effect on January 3, 2000 in equal bi-monthly installments.
     Future adjustments will be based on an annual performance review held at
     the close of each fiscal year of the Company and is subject to review of
     the Compensation and Nominating Committee of the Company's Board of
     Directors.

          4. Incentive Compensation and Benefits.

               A. The Employee will participate in all existing and future
          incentive compensation programs sponsored by the Company for senior
          executive management including the Profit Incentive Plan, the Equity
          Incentive Plans, and the Key Employee's Long Term Deferred
          Compensation Incentive Plan.

               B. The Employee will be entitled to participate in all Company
          sponsored retirement plans, including those for senior executives, and
          health and welfare including health insurance, group life and travel
          accident insurance, disability income insurance, and executive
          perquisite plans sponsored by the Company.

          5. Employee's Title and Duties. The Company hires Employee as Group
     Vice President, Measuring Systems. The position reports to BNS Chairman,
     President, and CEO. Direct reports include Vice President & General
     Manager, Measuring Systems - U.S.A. and Wetzlar, Germany; Vice President &
     Managing Director - Brown & Sharpe DEA S.p.A.; General Manager - Brown &
     Sharpe Aftermarket Services Inc.; Group Controller, Measuring Systems; and
     General Managers of Commercial Operations for the Americas, Europe, and
     Asia. The position is responsible for profitability and asset management
     and management of all functions of the Measuring Systems Group worldwide.
     The position is a member of the P & O Committee.



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          6. Employee to Devote Full Time to Company's Business. Employee will
     devote Employee's entire time, attention and energies to the business of
     the Company and during the employment period, will not engage in any other
     business activity, regardless of whether such activity is pursued for
     profit, gain, or other pecuniary advantage. However, Employee is not
     prohibited from making personal investments in any other businesses, as
     long as these investments do not require Employee to participate in the
     operation of the companies in which Employee invests.

          7. Office Space and Executive Assistant. The Company will furnish the
     Employee with a private office, executive assistant, and any other
     facilities and services that are necessary for the performance of
     Employee's executive duties and responsibilities suitable to Employee's
     position.

          8. Reimbursement of Expenses. Employee may incur reasonable expenses
     for promoting Company's business, including expenses for entertainment,
     travel, and similar items. The Company will reimburse Employee for all
     reasonable business expenses after Employee presents an itemized account of
     expenditures, together with receipts, vouchers and other supporting
     documentation, subject to Company's approval.

          9. Severance. In the event the Company terminates Employee's
     employment without cause prior to expiration of the term of employment the
     Company shall pay the Employee a severance amount, in addition to the base
     salary payments due the Employee under the remaining unexpired term of
     employment, equal to Employee's then current annual base salary in monthly
     installments for a one year period following the date of termination
     subject to the Employee not competing with any business of the Company or
     its subsidiaries in any country in which the Company is then conducting its
     business. In the event the Employee accepts employment with another
     Employer during the one-year severance payment period the severance
     payments hereunder will be subject to mitigation.

          10. Cancellation on a Change of Control. This Employment Agreement
     shall be cancelled and terminated upon the date of occurrence of a
     change-in-control of the Company as defined in a "CIC" Agreement in effect
     between the Employee and the Company. In such event the terms and
     conditions in such CIC Agreement shall supersede and govern the terms and
     conditions of employment of the Employee and the Company and the provisions
     of this Employment Agreement shall become null and void.

          11. Controversies. Any claim or controversy that arises out of or
     relates to this Agreement, or the breach of it, will be determined in
     accordance with the laws of the State of Rhode Island.

          12. Waiver of Breach of Agreement. If either party waives a breach of
     this Agreement by the other party, that waiver will not operate or be
     construed as a waiver of later similar breaches.

          13. Company May Assign Agreement. The Company's rights and obligations
     under this Agreement will inure to the benefit of and be binding upon the
     Company's successors and assigns.

          14. Entire Agreement. This Agreement represents the entire
     understanding between the Company and Employee concerning the employment
     relationship and any oral changes or modifications will have no effect. It
     may be altered only by a written agreement signed by the party against whom
     enforcement of any waiver, change, modification, extension, or discharge is
     sought.



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     IN WITNESS WHEREOF, the parties have signed this Agreement on this 3rd day
of January, 2000.


                             Brown & Share Manufacturing Company
                             (the "Company")

                             By: /s/ Frank T. Curtin
                                -----------------------
                             Its: President and CEO
                                -----------------------



                                /s/ Philip James
                                -----------------------
                                Philip James
                                ("Employee")








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