EXHIBIT 10.12

                               AMENDMENT NO. 3 TO
                              EMPLOYMENT AGREEMENT

      This Amendment No. 3 (the "AMENDMENT") to the Employment Agreement, dated
as of July 10, 2000, as amended by that certain Amendment No. 1 to the
Employment Agreement dated as of December 8, 2000 ("AMENDMENT NO. 1") and that
certain Amendment No. 2 to the Employment Agreement dated as of March 22, 2001
("AMENDMENT NO. 2") (as so amended, the "AGREEMENT"), between John G. Raos,
residing at 16 Castle Hill Way, Stuart, Florida 34996 ("EXECUTIVE"), and
Precision Partners, Inc., a Delaware corporation (the "COMPANY"), is entered
into as of July 10, 2001. Capitalized terms used but not defined herein will
have the respective meanings assigned to them in the Agreement.

                                    RECITALS

            A. The Executive is currently the President and Chief Executive
Officer of the Company and Precision Partners Holding Company, a Delaware
corporation ("PPHC", and together with the Company collectively, "PRECISION"),
and a member of the Boards of Directors of 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(c)(i)(A) of the Agreement is hereby amended by
replacing the phrase "if before the first anniversary of the Effective Date of
the Initial Employment Term" in such Section 15(c)(i)(A) with the phrase "if on
or before December 31, 2001".

            (b) Section 1.5(c)(i)(A) of the Agreement is hereby further amended
by inserting after the word "cost" in such Section 1.5(c)(i)(A) the following
phrase:

            "; provided, however, that notwithstanding the foregoing, if on or
            after July 1, 2001 through and including December 31, 2001 but prior
            to receipt of a termination notice as set forth in Section 1.8, (i)
            the Company consummates an acquisition which has a total purchase
            price of at least $10 million, including all earn-outs and
            contingent payments calculated as if all conditions were met and
            such amounts were due and payable upon closing (a "$10 MILLION
            Acquisition"), or (ii) additional capital is invested into LLC or
            Precision in an aggregate amount of at least $1 million with at
            least twenty-four hours prior notice to Executive (a "2001 CAPITAL
            EVENT"), this clause (A) will, effective upon the consummation of
            the $10 million Acquisition or the 2001 Capital Event, be of no
            further force or effect".

            (c) Section 1.5(c)(i)(B) of the Agreement is hereby amended by
replacing the phrase "if on or after the first anniversary of the Effective Date
of the Initial Employment Term" in such Section 1.5(c)(i)(B) with the phrase "if
on or after the earliest to occur of January 1, 2002, a $10 million Acquisition
and a 2001 Capital Event".

      Section 2.  Effectiveness.  This Amendment will be deemed effective as of
July 10, 2001.

      Section 3. Miscellaneous. This Amendment constitutes the entire agreement,
and supersedes all prior agreements and understandings (both written and oral),
between the parties hereto with respect to the subject matter hereof. Except as
expressly provided herein or in Amendment No. 1 or Amendment No. 2, the
Agreement remains in full force and effect without modification or alteration.

      Section 4. 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 and
                                            Chief Financial Officer

                                       EXECUTIVE

                                       /s/ John G. Raos
                                       ----------------------------------------
                                       John G. Raos