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                                                                   EXHIBIT 10.11

                                 FIRST AMENDMENT
                                     TO THE
                              CHASE INDUSTRIES INC.
             1997 EXECUTIVE DEFERRED COMPENSATION STOCK OPTION PLAN

         THIS First Amendment is made 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
Executive Deferred Compensation Stock Option Plan (the "Plan") for certain
executive officers and key management employees of the Corporation or its
subsidiaries;

         WHEREAS, pursuant to Section 10.2 of the Plan the committee appointed
to administer the Plan (the "Committee") may unilaterally amend the Plan except
to the extent the amendment would (a) adversely affect the rights of any holder
of any option outstanding or of any participant, or (b) materially increase the
aggregate number of shares of stock that may be issued under the Plan;

         WHEREAS, Section 7.1 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 7.1, of the Plan shall be amended in its
entirety effective November 19, 1999, to read as follows:

                           7.1 Change in Control. Upon the occurrence of a
                  Change in Control, subject to Subsection 1.7(b), 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 (the total number of
                  shares of Stock as to which an 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 a
                  part of such Restructuring shares of stock, other securities,
                  cash, or property shall be issuable or deliverable in exchange
                  for Stock, then


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                  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 7.1 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