Exhibit
10.17




SECOND
AMENDMENT TO


EMPLOYMENT
AGREEMENT




SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT (the “Second
Amendment”) made as of this 3rd day of January, 2009, by and between
Handy & Harman, its parent, subsidiaries and affiliates (the “Company” or
“Employer”), and Jeff Svoboda (“Executive”).




WHEREAS, Executive entered
into a certain Employment Agreement (the “Agreement”), dated January 28, 2008
and an Amendment to Employment Agreement effective January 1, 2009;




WHEREAS, Employer and
Executive wish to further amend the terms of the Agreement as set forth
below;




NOW, THEREFORE, in
consideration of the promises and mutual covenants hereinafter contained, and in
consideration of Executive’s continued employment, the parties hereto agree as
follows:




1.           Defined
Terms. All capitalized terms contained in this Second Amendment shall,
for the purposes hereof, have the same meaning ascribed to them in the Agreement
unless the context hereof clearly provides otherwise or unless otherwise defined
herein.




2.           Base
Salary Reduction. Effective January 4, 2009, Executive’s base salary in
effect as of December 31, 2008 shall be reduced by five percent (5%) (the “2009
5% Base Salary Reduction”).




3.           Executive’s
Acknowledgment and Waiver. Executive acknowledges and agrees that he
waives any and all rights to terminate his employment for “Good Reason” pursuant
to Section 9(i) of his Agreement on the basis of the 2009 5% Base Salary
Reduction. Executive waives all claims against the Company relating to such 2009
5% Base Salary Reduction.




4.           Calculation
of Executive’s Severance Payment. In the event that after January 4,
2009, Executive becomes eligible for a Severance Payment because the Company
terminates Executive’s employment pursuant to Section 7(b) or (c) of the
Agreement, or because Executive gives the Company a Notice of Termination based
on Good Reason for any reason set forth in the Agreement that is unrelated to
the 2009 5% Base Salary Reduction, the Company shall calculate the base salary
component of Executive’s Severance Payment (as set forth in either Section
8(b)(i) or 10(a)) on the basis of the greater of: (i) Executive’s base salary on
the date of the termination of Executive’s employment by the Company, or (ii)
Executive’s base salary as of December 31, 2008.









5.           Miscellaneous
Provisions.




(a)           Except
as modified by this Second Amendment, the Agreement and all terms and conditions
thereof shall remain in full force and effect.




(b)           The
covenants, agreements, terms and conditions contained in this Second Amendment
shall bind and inure to the benefit of the parties hereto and, except as may
otherwise be provided in the Agreement, as hereby modified and supplemented,
their respective legal successors and assigns.




(c)           This
Second Amendment may not be changed orally but only by a writing signed by both
parties hereto.




IN
WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of
the date first written above.




HANDY
      & HARMANBy:
            /s/
      Peter T. GelfmanName:
            Peter
      T. GelfmanTitle:
            Secretary





/s/
      Jeff
      Svoboda                       1/10/09Jeff
      Svoboda











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