EXHIBIT 3.11

                               AMENDMENT NO. 1 TO
                             OPERATING AGREEMENT OF
                             VALLEY INDUSTRIES, LLC

          AMENDMENT NO. 1, dated as of April 15, 2003 (the "AMENDMENT"), to the
Operating Agreement of Valley Industries, LLC, hereinafter the "COMPANY"), dated
as of August 1, 1997 (the "OPERATING AGREEMENT"), and the members set forth on
EXHIBIT A thereto (the "MEMBERS"). All capitalized terms used herein and not
otherwise defined herein are used herein as defined in the Operating Agreement.

          The undersigned, constituting the Company and the Member holding 100%
of the outstanding membership interests of the Company, wish to amend the
Operating Agreement to the extent set forth herein.

          1.     AMENDMENT. (a) Section 1 - The defined term "Parent" in the
Operating Agreement is hereby amended by deleting the definition in its entirety
and substituting the following therefore:

                 "PARENT" means CHAAS Acquisitions, LLC, a Delaware limited
          liability company.

          (b)  Section 10(b) of the Operating Agreement is hereby amended by
deleting Section 10(b) in its entirety and substituting the following therefore:

               It is the intention of the Members that the Company shall be
          taxed as a "Check-the-Box Corporation" for federal, state, local and
          foreign income tax purposes. The members shall take all reasonable,
          actions, including the amendment of this Agreement and the execution
          of other documents as may reasonably be required in order for the
          Company to qualify for and receive "Check-the-Box Corporation"
          treatment for federal, state, local and foreign income tax purposes.

          (c)  Schedule I (Schedule of Members) of the Operating Agreement is
hereby amended by deleting the contents of Schedule I in their entirety and
substituting the following therefore:

                    CHAAS Acquisitions,  LLC
                    c/o Castle Harlan, Inc.
                    150 East 58th Street
                    37th Floor
                    New York, NY 10155



          (d)  The Operating Agreement is hereby amended by deleting Sections 7
and 8(a) in their entirety.

          2.     EFFECTIVE DATE. This Amendment shall become effective as of the
date hereof.

          3.     SUCCESSORS; COUNTERPARTS. This Amendment (a) shall be binding
as to the executors, administrators, estates, heirs and legal successors of the
parties hereto and (b) may be executed in several counterparts with the same
effect as if the parties executing the several counterparts had all executed one
counterpart.

          4.     GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the principles of conflict of laws thereof.

          5.     REMAINING PROVISIONS. Except as amended hereby, the Operating
Agreement shall continued in full force and effect.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

COMPANY:                                VALLEY INDUSTRIES, LLC


                                        By:   /s/ Barry Steele
                                            -----------------------
                                        Name:  Barry Steele
                                        Title: Secretary


MEMBER:                                 CHAAS ACQUISITIONS, LLC


                                        By:   /s/ Barry Steele
                                            -----------------------
                                        Name:  Barry Steele
                                        Title: