EDAC TECHNOLOGIES CORP
LETTER RE: CHANGE OF CONTROL AGREEMENT - POPOLIZIO
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<TYPE>EX-10.1
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<FILENAME>c71108exv10w1.txt
<DESCRIPTION>LETTER RE: CHANGE OF CONTROL AGREEMENT - POPOLIZIO
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                                                                    EXHIBIT 10.1

                                  May 14, 2002

Edac Technologies Corporation
1806 New Britain Avenue
Farmington, Connecticut 06032

Gentlemen:

         I am writing with reference to the Change of Control Agreement (the
"Agreement") dated as of January 29, 1999 between Edac Technologies Corporation
(the "Company") and me. Certain facts and circumstances since the execution of
the Agreement may be deemed to constitute a "Change of Control" (as defined in
the Agreement). I hereby waive any and all rights that I may have under the
Agreement as a result of any "Change of Control" that may have occurred prior to
the date hereof. This waiver shall not diminish any rights I may have under the
Agreement following the date hereof or imply that I am prepared to grant any
other waiver.

         In consideration for the waiver pursuant to the foregoing paragraph,
the Company, by its signature below, agrees to the following:

         1. The Company acknowledges and agrees that it is obligated to
indemnify me to the fullest extent permitted by the Wisconsin Business
Corporation Law and the Company's Amended and Restated By-Laws and that no
amendment of the indemnification provisions of the Company's Amended and
Restated By-Laws shall eliminate or reduce the effect of such provisions in
respect of any matter occurring, or any action or proceeding accruing or arising
with respect to me prior to such amendment.

         2. Section 4(a) of the Employment Agreement dated as of June 23, 1999
(the "Employment Agreement") between the Company and me is hereby amended to
provide that I shall receive a Base Salary of $172,500 per year (my current Base
Salary) and that my Base Salary shall not be reduced below $172,500 without my
written consent.

         3. Section 6 of the Employment Agreement is hereby amended to provide
that any resignation by me following the Company's requiring me to be based at
any office or location other than the Company's current headquarters or any
location outside of Hartford County shall be deemed to be a constructive
termination by the Company without Cause entitling me to the rights under
Section 6(b) of the Employment Agreement and not a voluntary termination by me
pursuant to Section 6(a) of the Employment Agreement.


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Edac Technologies Corporation
May 14, 2002
Page 2

         4. The Company acknowledges and agrees that notwithstanding anything in
the Agreement or the Employment Agreement to the contrary, I may terminate my
employment without any liability thereunder immediately for "Good Reason" (as
defined in the Agreement) or upon 30 days written notice with or without "Good
Reason."

         5. At my option, upon written notice to the Company, any claim or
controversy arising out of, or relating to the Agreement or the Employment
Agreement, as applicable, shall be resolved by binding arbitration conducted
under and governed by the Arbitration Rules of the American Arbitration
Association regarding employment disputes (the "Rules"). Such arbitration shall
take place in Hartford, Connecticut before a single arbitrator. The arbitration
award shall be in writing, and shall specify the factual and legal bases for the
award. The arbitrator will have the discretion to award costs and reasonable
attorney's fees to the prevailing party. The Company shall be required to
reimburse me for my reasonable legal fees relating to any such arbitration
proceeding upon receipt of an invoice with respect to such fees, subject to the
right of the arbitrator to require me to repay such amount to the Company. The
award of such arbitration may be enforced in any court having jurisdiction.

         Except as specifically provided herein, all provisions of the Agreement
and the Employment Agreement shall remain unchanged and in full force and
effect.

                                                     Very truly yours,

                                                     /s/Ronald G. Popolizio

                                                     Ronald G. Popolizio


Accepted and agreed to this
14th day of May, 2002

EDAC TECHNOLOGIES CORPORATION


BY /s/ Richard A. Dandurand
   ------------------------



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