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                                                                   EXHIBIT 10.26



                                 AMENDMENT NO. 1
                                       TO
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


                  This Amendment is made and entered into this ___ day of
September, 1997 as of the Amendment Date (as defined below) by and between CMI
Industries, Inc., a Delaware corporation (the "Company"), and James A. Ovenden
(the "Executive").

                              Background Statement

                  Executive is the Executive Vice President and Chief Financial
Officer of the Company. The parties hereto are parties to an Amended and
Restated Employment Agreement dated as of January 1, 1996 (the "Existing
Employment Agreement," and as amended hereby, the "Employment Agreement," the
terms defined therein being used herein as therein defined unless otherwise
defined herein). The Existing Employment Agreement provides that it will expire
on December 31, 1997 if either Executive or the Company gives notice of
nonrenewal on or before October 1, 1997. The parties desire to enter into this
Amendment to provide for an extension of the term of, and to otherwise modify in
certain respects, the Existing Employment Agreement.

                                    Agreement

                  In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto do hereby agree as follows:

                  1. Amendments. The Existing Employment Agreement is hereby
amended effective as of October 1, 1997 (the "Amendment Date") as follows:

                           a.       Paragraph 3 is hereby amended to delete
         therefrom each reference to the Effective Date and to substitute in
         lieu of each such reference the phrase "Amendment Date", so that the
         Initial Period shall be for a period of two years commencing on the
         Amendment Date.

                           b.       Paragraph 4(a) is hereby amended to delete
         therefrom the reference "$225,000" and to substitute in lieu thereof
         "$250,000".

                           c.       Paragraph 4(b) is hereby amended to delete
         therefrom the second sentence thereof in its entirety and to substitute
         in lieu thereof the following:

                  "So long as the current plan is in effect and has not been
modified,


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                  the maximum amount of incentive compensation that Executive
                  shall be entitled to receive, as a percentage of Base Salary,
                  shall be the greater of 50% or the maximum specified in the
                  plan."

                           d.       Paragraph 4 is hereby amended to include
         therein the following subparagraph 4(e), which shall appear immediately
         following subparagraph 4(d):

                  "(e)     Special Compensation. (i) If during the Period (or 
                  within 6 months after the expiration thereof while Executive
                  is employed by the Company) a Change of Control (as defined in
                  subparagraph 6(e) below) occurs, then Executive shall be
                  entitled to receive an amount equal to the applicable amount
                  shown below for the Transaction Value (as defined below) of
                  the Change of Control per share of Common Stock outstanding
                  immediately prior to the occurrence of the Change of Control:


Per Share Amount to
Shareholders of
Transaction Value                   Amount of Special Compensation 

Greater than $40 but less           $21,000 for each $1.00 of Transaction Value 
  than or equal to $45              in excess of $40, plus, if the Transaction 
                                    Value is not a whole dollar, a proportionate
                                    amount of $21,000 to reflect the fraction of
                                    a $1.00 included in the Transaction Value

Greater than $45 but less           $105,000, plus $35,000 for each $1.00 of 
  than or equal to $50              Transaction Value in excess of $45, plus, 
                                    if the Transaction Value is not a whole 
                                    dollar, a proportionate amount of $35,000 
                                    to reflect the fraction of a $1.00 included
                                    in the Transaction Value

Greater than $50                    $280,000, plus $49,000 for each $1.00 of 
                                    Transaction Value in excess of $50, plus, 
                                    if the Transaction Value is not a whole 
                                    dollar, a proportionate amount of $49,000 
                                    to reflect the fraction of a $1.00 included
                                    in the Transaction Value

                  "Transaction Value" shall mean an amount equal to the sum of
                  the aggregate fair market value of any securities issued and
                  any other non-cash consideration delivered, and any cash
                  consideration paid, to the Company or its security holders in
                  connection with the Change of Control, as reasonably
                  determined by the Compensation Committee of the Board of
                  Directors at the time. The Transaction Value per share shall
                  be appropriately adjusted to account for stock dividends,
                  stock


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                  splits, reverse stock splits and like changes to Common Stock.
                  Compensation shall be payable under this SUBPARAGRAPH 4(E)
                  within seven business days of the occurrence of the Change of
                  Control but, in the case of a Change of Control based upon a
                  vote of the Company's stockholders, in no event earlier than
                  the occurrence of the underlying event upon which the
                  stockholders vote.

                           (ii) In addition to the amounts provided for in
                  SUBPARAGRAPH 4(E)(i) above, the Company shall pay to Executive
                  the amount, if any, which when added to the other amounts
                  payable to Executive under this SUBPARAGRAPH 4(E), will place
                  Executive in the same after-tax position as if the excise tax
                  penalty of Section 4999 of the Internal Revenue Code of 1986,
                  as amended, or any successor statute of similar import, did
                  not apply to any of the amounts payable under this
                  SUBPARAGRAPH 4(E). Amounts payable under the immediately
                  preceding sentence shall be paid not less than 14 business
                  days prior to the date Executive must pay any portion of such
                  excise tax penalty, whether by estimated tax payment or
                  otherwise.

                           (iii) Notwithstanding anything to the contrary
                  contained herein, all compensation provided for in this
                  SUBPARAGRAPH 4(E) shall be payable regardless of whether
                  Executive's employment with the Company is terminated (for any
                  reason) in connection with or subsequent to the Change of
                  Control."

                           e.       Subparagraph 6(d) is hereby amended as
         follows:

                                    (1)      To delete the word "In" which
                                             appears as the first word of the
         first sentence thereof and to substitute in lieu thereof the phrase
         "Except as otherwise provided in this Subparagraph 6(d), in".

                                    (2)      To insert in clause (iii) thereof
         the phrase "subparagraph 4(e) and" immediately preceding the phrase
         "SUBPARAGRAPH 6(E)".

                           f.       Subparagraph 6(e)(i)(1) is hereby amended to
         include the following phrase at the end thereof: "plus any special
         compensation payable under SUBPARAGRAPH 4(E) hereof".

                           g.       Subparagraph 6(e)(i)(6) is hereby amended to
         delete such subparagraph in its entirety.

                           h.       Paragraph 11 is hereby amended to include in
         the second parenthetical

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         thereof the phrase "subparagraph 4(e) or" immediately preceding the
         phrase "paragraph 6(e)."

                  2.       Agreement in Force. Except as amended hereby, all of
the provisions of the Existing Employment Agreement shall be and remain in full
force and effect. Upon the effectiveness hereof, each reference in the Existing
Employment Agreement to "this Agreement," "hereunder," "hereof," or words of
like import referring to the Existing Employment Agreement shall mean and be a
reference to the Employment Agreement.

                  3.       Miscellaneous. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York. This
Amendment shall be binding upon, and shall inure to the benefit of, the parties
hereto, any successors to or assigns of the Company and Executive's heirs and
the personal representatives of Executive's estate. The Existing Employment
Agreement, as amended hereby, constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes any prior or
contemporaneous agreements or understanding to the contrary. Titles and caption
of or in this Amendment are inserted only as a matter of convenience and for
reference and in no way define, limit, extend or describe the scope of this
Amendment or the intent of any of its provisions. The Employment Agreement may
be further modified or amended only in an instrument executed by the party
against whom the modification or amendment is asserted. This Amendment may be
executed by the party against whom the modification or amendment is asserted.
This Amendment may be executed in two or more counterparts, each of which shall
constitute an original but all of which shall constitute one and the same
agreement.

                  IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment as of the Amendment Date as provided above.

                                    CMI INDUSTRIES, INC.

                                    By: /s/
                                        ---------------------------
                                      Title: Director
                                             ----------------------



                                    /s/ James A. Ovenden
                                    ------------------------------
                                    James A. Ovenden


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