PRECISION PARTNERS INC
EXHIBIT 10.17
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>4
<FILENAME>a2041529zex-10_17.txt
<DESCRIPTION>EXHIBIT 10.17
<TEXT>

<PAGE>
                                                                   Exhibit 10.17
                               AMENDMENT NO. 2 TO
                              EMPLOYMENT AGREEMENT

      This Amendment No. 2 (the "Amendment") to the Employment Agreement (the
"Agreement"), dated as of July 10, 2000, entered between John G. Raos, residing
at 16 Castle Hill Way, Stuart, Florida 34996 ("Executive"), and Precision
Partners, Inc., a Delaware corporation (the "Company"), is entered into as of
March 22, 2001. Capitalized terms used but not defined herein will have the
meanings assigned to them in the Agreement.

                                    RECITALS

      A.    The Executive is currently the President and Chief Executive Officer
of the Company and Precision Partners Holding Company, a Delaware corporation
("PPHC", and together with the Company collectively, "Precision"), and a member
of the Board of Directors of Precision.

      B.    Each of Executive and Precision desires to amend the Agreement as
follows.

      Accordingly, the parties hereby agree as follows:

      Section 1. AMENDMENTS. The Agreement is hereby amended as set forth below:

            (a) Section 1.5(a)(i) is amended by replacing the third sentence,
which begins on line eleven thereof, in its entirety with "The remaining 50% of
Executive's options (the "Performance-based Options") will vest on the seventh
(7th) anniversary of the Effective Date. Notwithstanding the foregoing, the
Performance-Based Options shall accelerate and become exercisable pro rata over
a four-year time period based upon Precision's meeting certain financial goals,
as determined in advance by the Company's Board in consultation with Executive,
to the extent of (i) 12.5% for the period commencing on the Effective Date
through and including December 31, 2000 upon the reasonably prompt determination
by the Company of Precision's financial performance for such period, (ii) 25%
for the period commencing on January 1, 2001 through and including December 31,
2001 upon the reasonably prompt determination by the Company of Precision's
financial performance for such period, (iii) 25% for the period commencing on
January 1, 2002 through and including December 31, 2002 upon the reasonably
prompt determination by the Company of Precision's financial performance for
such period, (iv) 25% for the period commencing on January 1, 2003 through and
including December 31, 2003 upon the reasonably prompt determination by the
Company of Precision's financial performance for such period, and (v) 12.5% for
the period commencing on January 1, 2004 through and including June 30, 2004
upon the reasonably prompt determination by the Company of Precision's financial
performance for such period. Except as set forth in the preceding sentence, such
Performance-Based Options will not be subject to accelerated vesting."

            (b) Section 1.5(a)(ii) is amended by replacing the words
"time-based" in line five thereof with the words "Time-Based Options" and by
replacing the words "performance-based" in line six thereof with
"Performance-Based Options, subject to the vesting provisions of Section
1.5(a)(i)".

<PAGE>


Section 2. EFFECTIVENESS. This Amendment will be deemed effective as of March
22, 2001.

Section 3. COUNTERPARTS. This Amendment may be executed in separate original or
facsimile counterparts, each of which will be deemed to be an original
instrument and all of which taken together will constitute a single instrument.


<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.



                                       PRECISION PARTNERS, INC.



                                       By /s/ Frank R. Reilly
                                         ------------------------------------
                                          Frank R. Reilly
                                          Executive Vice President and
                                          Chief Financial Officer




                                       EXECUTIVE


                                       /s/ Jonn G. Raos
                                       ---------------------------------------
                                       John G. Raos
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</DOCUMENT>
