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First Amendment To The Advisory Services Agreement

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FIRST AMENDMENT
TO THE
ADVISORY SERVICES AGREEMENT


THIS FIRST AMENDMENT (this "Amendment") to that certain Advisory Services Agreement ("Advisory Services Agreement"), dated as of November 30, 2004, among Altra Holdings, Inc. ("Holdings"), Altra Industrial Motion, Inc. ("Altra") and Genstar Capital, L.P. ("Genstar"), is entered into as of November 30, 2006, among Holdings, Altra and Genstar.


RECITALS


WHEREAS, Holdings has announced its intention to conduct an initial public offering of its common stock , par value $0.001 per share (the "Offering");


WHEREAS, pursuant to the Advisory Services Agreement, Genstar has and will provide certain management, business strategy, consulting and financial services to the Company in connection with the Offering (the "Services");


WHEREAS, the parties hereto desire to amend the terms of the Advisory Services Agreement to clarify the fees payable to Genstar for its Services in connection with the Offering;


WHEREAS, following the Offering and the payment of all amounts due to Genstar, the parties hereto desire to terminate the Advisory Services Agreement;


WHEREAS, the parties hereto desire to amend the terms of the Advisory Services Agreement as provided in this Amendment pursuant to Section 10 of the Advisory Services Agreement;


NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:


1. Definitions. Capitalized terms not otherwise defined in this Amendment
have the meaning given them in the Advisory Services Agreement.


2. Amendment of the Agreement. Effective upon the date hereof, the
Advisory Services Agreement is amended as follows:


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