EXHIBIT 10.21

                               AMENDMENT NO. 1 TO
                              EMPLOYMENT AGREEMENT

      This Amendment No. 1 (the "AMENDMENT") to the Employment Agreement (the
"AGREEMENT"), dated as of December 21, 2000, entered between Robert J. Vander
Meulen, residing at 33 Seven Oaks Circle, Madison, New Jersey 07940-1313
("EXECUTIVE"), and Precision Partners, Inc., a Delaware corporation (the
"COMPANY"), is entered into as of March 22, 2001. Capitalized terms used but not
defined herein will have the meanings assigned to them in the Agreement.

                                    RECITALS

      A.    The Executive is currently the Vice President and Corporate
Controller of the Company and Precision Partners Holding Company, a Delaware
corporation ("PPHC", and together with the Company collectively, "PRECISION").

      B.    Each of Executive and Precision desires to amend the Agreement as
follows.

      Accordingly, the parties hereby agree as follows:

      Section 1.  Amendments. The Agreement is hereby amended as set forth
below:

            (a)   Section 1.5(a) is amended by adding after the word "vest" in
                  line thirteen thereof, "on the seventh (7th) anniversary of
                  the Effective Date. Notwithstanding the foregoing, the
                  Performance-Based Options shall accelerate and become
                  exercisable", by replacing the word "such" in line thirteen
                  thereof with "a" and by replacing the word "Such" at the
                  beginning of the fourth sentence in the twenty-fourth line
                  thereof with "Except as set forth in the preceding sentence,
                  such".

            (b)   Section 1.5(b) is amended by adding after the first sentence
                  in the eighteenth line thereof, "In addition, the Company will
                  cause there to be granted to Executive the opportunity to
                  purchase additional Investment Units in LLC consisting of
                  Preferred Interests and Class A Equity in connection with
                  future additional equity investments in LLC in an amount to be
                  determined by the Company Board in its discretion."

      Section 2.  Effectiveness. This Amendment will be deemed effective as of
March 22, 2001.

      Section 3.  Counterparts. This Amendment may be executed in separate
original or facsimile counterparts, each of which will be deemed to be an
original instrument and all of which taken together will constitute a single
instrument.


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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.

                                       PRECISION PARTNERS, INC.



                                       By:/s/ Frank R. Reilly
                                          -------------------------------------
                                          Frank R. Reilly
                                          Executive Vice President

                                       EXECUTIVE

                                       /s/ Robert J. Vander Meulen
                                       ----------------------------------------
                                       Robert J. Vander Meulen