Exhibit 10(24)

October 6, 2000


Mr. A. Max Ramras
President and CEO
RCG Capital Markets Group, Inc.
5635 E. Thomas Road
Phoenix, Arizona 85018

     Re:   Engagement Agreement between RCG Capital Markets
           Group, Inc. ("Optionee") and AZZ incorporated
           ("Company"), formerly Aztec Manufacturing Co., dated
           February 7, 2000 (the "Engagement Agreement") and
           Amendment No. 1 to the Engagement Agreement dated July
           12, 2000

Dear Mr. Ramras:

     This letter will serve as the second amendment to the captioned Engagement
Agreement.

     As previously agreed, the exercise price of $10.13, which is applicable to
a portion of the Shares covered by the Option, was derived from the market price
on February 22, 2000, the date of approval of the Engagement Agreement by the
Board of Directors of AZZ incorporated. The Company and Optionee agreed to
pricing on that date since the Option was not effective until that date and it
was necessary to price the Option on the date it became effective.

     This letter will confirm that options to purchase 17,500 Shares, which were
contingent upon an increase in the average trading volume of AZZ stock, have
vested with an exercise price of $10.13 per Share.

     This will also confirm the agreement of Company and Optionee that the
registration of the Shares underlying the Option may be on form S-8 and that RCG
has requested that such a filing be made.

     All terms in this letter which are capitalized shall have the definition
for such terms contained in the Stock Option Agreement dated as of February 22,
2000 between the Company and Optionee.



Mr. A. Max Ramras
October 6, 2000
Page 2

-----------------------------

     Please confirm the agreement of Optionee to the matters set forth in this
letter.

                                           Yours very truly,

                                           /s/ Dana L. Perry

                                           Dana L. Perry, Vice President and CFO


Accepted:

RCG CAPITAL MARKETS GROUP, INC.



By:    /s/ A. Max Ramras
    ---------------------------------------------
       A. Max Ramras, President and CEO