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                                                                    EXHIBIT 10.9

                                 FIRST AMENDMENT
                                     TO THE
                              CHASE INDUSTRIES INC.
                  1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                         (AS AMENDED AS OF MAY 26, 1998)

         THIS First Amendment is effective as of November 19, 1999, on behalf of
Chase Industries Inc., a Delaware corporation (the "Corporation"), and is
effective as set forth below.

                              W I T N E S S E T H:

         WHEREAS, the Corporation sponsors the Chase Industries Inc. 1997
Non-Employee Director Stock Option Plan (the "Plan") for non-employee directors
of the Corporation;

         WHEREAS, pursuant to Section 11.2 of the Plan the committee appointed
to administer the Plan (the "Committee") may amend the Plan subject to certain
restrictions herein not applicable;

         WHEREAS, Section 8.1 of the Plan provides that, upon a change in
control, participants holding options will immediately be granted corresponding
stock appreciation rights subject to the same exercise and transferability
restrictions as the corresponding options;

         WHEREAS, the Corporation desires to make the grant of stock
appreciation rights, granted in connection with a change in control,
discretionary rather than automatic; and

         WHEREAS, the Committee and the Board of Directors of the Corporation
have approved, effective as of November 19, 1999, the amendment of the Plan to
provide for the discretionary grant of stock appreciation rights upon a change
in control rather than automatic grants.

         NOW, THEREFORE, Section 8.1, shall be amended in its entirety,
effective November 19, 1999, to read as follows:

                           8.1 Change in Control. Upon the occurrence of a
                  Change in Control, subject to Subsection 1.7(b), (a) at the
                  discretion of the Committee, each Holder of an Option shall be
                  granted one corresponding Stock Appreciation Right for each
                  share of Stock subject to an Option; and (b) all outstanding
                  Options shall immediately become fully vested and exercisable
                  in full, including that portion of any Option that pursuant to
                  the terms and provisions of the applicable Award Agreement had
                  not yet become exercisable (the total number of shares of
                  Stock as to which a Stock Appreciation Right or Option is
                  exercisable upon the occurrence of a Change in Control is
                  referred to herein as the "Total Shares"). If a Change in
                  Control involves a Restructuring or occurs in connection with
                  a series of related transactions involving a Restructuring and
                  if such Restructuring is in the form of a Non-Surviving Event
                  and as part of


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                  such Restructuring shares of stock, other securities, cash,
                  or property shall be issuable or deliverable in exchange for
                  Stock, then a Holder of an Option shall be entitled to
                  purchase or receive (in lieu of the Total Shares that the
                  Holder would otherwise be entitled to purchase or receive)
                  the number of shares of stock, other securities, cash, or
                  property to which that number of Total Shares would have
                  been entitled in connection with such Restructuring at an
                  aggregate exercise price equal to the Exercise Price that
                  would have been payable if that number of Total Shares had
                  been purchased on the exercise of the Option immediately
                  before the consummation of the Restructuring. Nothing in
                  this Subsection 8.1 shall impose on a Holder the obligation
                  to exercise any Option immediately before or upon the Change
                  in Control or cause the Holder to forfeit the right to
                  exercise the Option during the remainder of the original
                  term of the Option because of a Change in Control.

         FURTHER PROVIDED, that except as set forth above the Plan shall
continue to read in its current state.

         IN WITNESS WHEREOF, this Amendment has been executed by the
duly-authorized officer of the Corporation to be effective as set forth herein.

                                                    CHASE INDUSTRIES INC.



                                                    By: /s/ MICHAEL T. SEGRAVES
                                                       ------------------------
                                                        Michael T. Segraves,
                                                        Chief Financial Officer