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                                                                    EXHIBIT 10.7

                                 FIRST AMENDMENT
                                     TO THE
                              CHASE INDUSTRIES INC.
                          1994 LONG-TERM INCENTIVE PLAN
                         (AS AMENDED AS OF MAY 14, 1997)

         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. 1994
Long-Term Incentive Plan (the "Plan") for key employees and directors of the
Corporation or its subsidiaries;

         WHEREAS, pursuant to Section 11.2 of the Plan the committee appointed
to administer the Plan (the "Committee") may amend the Plan for any purpose
permitted by law except to the extent the amendment (a) materially increases the
aggregate number of shares of stock that may be issued under the Plan, (b)
materially increases benefits accruing under the Plan, or (c) materially
modifies the requirements pertaining to eligibility and termination;

         WHEREAS, Section 9.2 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 9.2 shall be amended in its entirety, effective
November 19, 1999, to read as follows:

                           9.2. Changes 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 corresponding Stock Appreciation Rights; (b) all
                  outstanding Stock Appreciation Rights and Options shall
                  immediately become fully vested and exercisable in full,
                  including that portion of any Stock Appreciation Right or
                  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"); and (c) the


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                  restriction period of any Restricted Stock Award shall
                  immediately be accelerated and the restrictions shall expire.
                  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 a part of such Restructuring shares
                  of Stock, other securities, cash, or property shall be
                  issuable or deliverable in exchange for Stock, then a Holder
                  of an Award shall be entitled to purchase or receive (in lieu
                  of the Total Shares that the Holder would otherwise be
                  entitled to purchase or receive), as appropriate for the form
                  of Award, 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 (and,
                  for Options, 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 9.2 shall impose on a Holder the
                  obligation to exercise any Award immediately before or upon
                  the Change in Control or cause the Holder to forfeit the right
                  to exercise the Award during the remainder of the original
                  term of the Award 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





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