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                                                                      Exhibit 10

                              AMENDMENT NUMBER ONE
                                       TO
                              EMPLOYMENT AGREEMENT

         Harmon Industries, Inc., a Missouri corporation (hereinafter
referred to as "Employer") and Ronald G. Breshears (hereinafter referred to
as "Employee") entered into an Employment Agreement, effective December 30,
1997. The parties hereby agree to amend that Employment Agreement, effective
July 27, 1999, as follows:

     1.   The last sentence of Section 1 is deleted and the following is
          substituted in its place:

          This Agreement except for Sections 6, 7, 8, 9, 10, 11, 17, 18, and 20
          hereof which shall survive the termination of this Agreement, may be
          terminated in accordance with the provisions of 11.1, 11.2, 11.3 and
          11.4 hereof.

     2.   Section 18 is deleted in its entirety and the following is substituted
          in its place:

               18.  TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL.

               18.1 DEFINITIONS RELATING TO TERMINATION OF EMPLOYMENT FOLLOWING
          A CHANGE IN CONTROL.

               a) CERTAIN PERMITTED TERMINATIONS. In the event of a Change in
          Control, the Employee's employment may be terminated during the term
          of employment hereunder and the Employee shall not be entitled to
          Severance Compensation as defined herein, in the following events (the
          "Permitted Terminations"):

                    (i) The Employee's death provided there has been no
               Constructive Termination;

                    (ii) If the Employee shall become permanently disabled
               within the meaning of, and begins to receive disability benefits
               pursuant to the long-term disability plan in effect for senior
               executives of the Employer immediately before the date of Change
               in Control or such other long term disability plan in effect at
               the time of disability;

                    (iii) If the Employee retires or terminates his employment
               more than twelve (12) months after the date of Change in Control;
               or

                    (iv) For "Cause", which for purposes of this Agreement shall
               mean that, within six (6) months prior to any termination the
               Employee shall have committed any of the elements of "cause" set
               forth in Section 11.1 hereof.

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               b) For purposes of this Section 18, a "Change in Control" shall
          occur if at any time any of the following events shall occur (other
          than as a consequence of an acquisition or other similar transaction
          initiated by Employer of an operating company or significant portion
          thereof):

                    (i) If any offer (other than an offer by the Employer and
               other than an offer by an underwriter, acting as an underwriter,
               in connection with the Employer's public sale of securities) to
               purchase or otherwise acquire Common Stock, other voting stock or
               assets of the Employer for cash securities of another corporation
               or some combination thereof results in the purchase or
               acquisition by the offeror of at least twenty percent (20%) of
               the outstanding Common Stock or other voting stock of the
               Employer or assets of the Employer with a fair market value of at
               least forty percent (40%) of the total fair market value of the
               Employer's assets (with the fair market value of assets
               determined as of the date of the offer);

                    (ii) The Employer is merged, consolidated or reorganized
               into or with another corporation or other legal entity, and as a
               result of such merger, consolidation or reorganization forty
               percent (40%) of its Common Stock or other voting stock is
               exchanged, transferred, reissued or acquired pursuant to such
               merger, consolidation, or reorganization;

                    (iii) More than fifty percent (50%) of the members of the
               Employer's Board of Directors are elected to the Employer's Board
               of Directors in any one (1) calendar year period and such members
               comprising fifty percent (50%) of the members of the Board of
               Directors were not immediately prior to such election, serving as
               members of the Employer's Board of Directors; or

                    (iv) Unless otherwise set forth herein, the date of a Change
               in Control shall be the closing date of such sale, acquisition,
               merger, reorganization or consolidation.

          During the period that there is a final offer or solicitation to
          purchase or otherwise acquire (including, but not limited to, offers
          to merge, reorganize or consolidate) at least forty percent (40%) of
          the Common Stock, other voting stock or assets of the Employer, this
          Agreement shall be operative beginning with the date on which such
          offer is made or solicitation occurs and shall remain operative until
          (i) the closing date of such a sale, acquisition, merger,
          reorganization or consolidation or (ii) abandonment or termination of
          such offer, and the Employee shall be entitled to all benefits during
          such offering period, including any provision for Severance
          Compensation payable hereunder; provided, however, that the only event
          which shall constitute a Constructive Termination prior to the date
          set forth in the earlier of (i) or (ii) above shall be the involuntary
          termination of employment of the Employee not for Cause which occurs
          prior to the date set forth in the earlier of (i)


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          or (ii) above. In the event that the pending offer or solicitation
          results in a Change in Control, this Agreement shall remain operative
          according to its terms and provisions. In the event the pending offer
          or solicitation does not result in a Change in Control, the Employee
          shall continue to receive any Severance Compensation to which he
          became entitled by reason of his Constructive Termination prior to the
          earliest of the dates set forth in (i) or (ii) above.

               c) CONSTRUCTIVE TERMINATION. In the event of a Change in Control
          followed by (or simultaneous with) a Constructive Termination within
          twelve (12) months of the Change in Control and during the term of
          employment hereunder, the Employee shall be entitled to the Severance
          Compensation as defined in Section 18.2. A Constructive Termination
          shall occur in any of the following events:

                    (i) Failure to elect, reelect or otherwise maintain the
               Employee in the office or position in the Employer which the
               Employee held immediately before a Change in Control;

                    (ii) A significant adverse change in the nature or scope of
               the authorities, powers, functions, responsibilities or duties
               attached to the position with the Employer which the Employee
               held immediately before the Change in Control; or a reduction in
               the aggregate of the Employee's Base Pay and method of
               calculation of the bonus to be received from the Employer; or the
               termination of the Employee's rights to any substantial employee
               benefits to which he was entitled immediately before the Change
               in Control or a substantial reduction in scope or value thereof
               without the prior written consent of the Employee, any of which
               is not remedied within ten (10) calendar days after receipt by
               the Employer of written notice from the Employee of such change,
               reduction or termination, as the case may be; provided that
               neither the termination of the Employee's position as a member of
               the Board of Directors, if applicable, nor a general change in
               benefits payable and applicable to substantially all employees of
               the Employer shall of itself be considered a Constructive
               Termination if the Employee is entitled to the same benefits
               provided to substantially all employees or to benefits of equal
               or greater value.

                    (iii) If, as a result of a Change in Control and a change in
               circumstances thereafter significantly affecting his position,
               the Employee has been rendered substantially unable to carry out,
               has been substantially hindered in the performance of, or has
               suffered a substantial reduction in any of the authorities,
               powers, functions, responsibilities or duties attached to the
               position held by the Employee immediately before the Change in
               Control, which situation is not remedied within ten (10) calendar
               days after written notice to the Employer from the Employee of
               such determination;

                    (iv) The liquidation, dissolution, merger, consolidation or
               reorganization of the Employer or transfer of all or more than
               40% of its


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               business and/or assets, unless the successor or successors
               (by liquidation, merger, consolidation, reorganization or
               otherwise) of the Employer shall have assumed all duties and
               obligations of the Employer under this Agreement;

                    (v) The Employer shall relocate its principal executive
               offices, or require the Employee to have his principal location
               of work changed to any location which is in excess of twenty-five
               (25) miles from the location thereof immediately before the
               Change in Control or the Employer shall require the Employee to
               travel away from his office in the course of discharging his
               responsibilities or duties hereunder significantly more (in terms
               of either consecutive days or aggregate days in any calendar
               year) than was required of him before the Change in Control
               without, in either case, his prior written consent;

                    (vi) Without limiting the generality or effect of the
               foregoing, any material breach of this Agreement by the Employer
               or any successor thereto and failure to cure the same within any
               time period specified; or

                    (vii) The Employee shall retire or terminate his employment
               within twelve (12) months from the date of Change in Control.

               18.2 SEVERANCE COMPENSATION. In the event of a Constructive
          Termination within twelve (12) months of a Change in Control during
          the term of employment hereunder, the Employee shall be entitled to
          the following rights and the Employer shall pay to the Employee the
          following amounts (which, together with payments under Sections 18.3
          and 19.6, shall be the Employee's "Severance Compensation") after the
          date (the "Termination Date") that the Employee's employment is
          terminated:

                    a) The Employer shall pay the Employee in cash a lump sum
               payment (the "Lump Sum Payment") in an amount equal to (i) 2.99
               multiplied by (ii) an amount equal to one full year's aggregate
               base pay under Section 3.1 and the Employee's average incentive
               cash bonus ("Average Incentive Cash Bonus"). The Average
               Incentive Cash Bonus will be equal to (i) the average percentage
               of compensation the Employee received as a cash incentive bonus
               for the three calendar years prior to his termination of
               employment, multiplied by (ii) the Employee's compensation for
               the calendar year in which his employment terminates. For
               purposes of this paragraph, the Employee's "compensation" shall
               be his base pay. In determining the Employee's compensation for
               the year in which his employment terminates, the Employee shall
               be treated as if he remained employed and continued to receive
               compensation through the end of the calendar year in which his
               employment terminates. This cash payment shall be made within 30
               days after the Employee's termination of employment; and Employee
               shall not be entitled to the grant of additional incentive under


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               the LTIP after the termination of employment. In addition, the
               Employer shall pay an amount necessary to reimburse the Employee
               for any federal excise tax imposed on him under Section 4999(a)
               of the Internal Revenue Code of 1986, as amended (the "Code"), or
               any successor section of the Code as a result of the Employee's
               receipt of the Lump Sum Payment (the "Excise Tax Reimbursement
               Payment"); however, such Excise Tax Reimbursement Payment shall
               not reimburse Employee for (i) any other federal or state income
               tax payable as a result of the receipt of the Lump Sum Payment or
               the Excise Tax Reimbursement Payment or (ii) any federal excise
               tax imposed as a result of the Employee's receipt of the Excise
               Tax Reimbursement Payment. Such Lump Sum Payment and Excise Tax
               Reimbursement Payment shall be payable within ten (10) business
               days from the Termination Date; and

                    b) The Employer shall pay the Employee in cash a lump sum
               payment (the "Additional Lump Sum Payment") in an amount equal to
               all accrued and unused vacation and other time off allowances.
               Such Additional Lump Sum Payment shall be payable within ten (10)
               business days from the Termination Date; and

                    c) The Employer shall provide, to the extent permitted by
               any applicable plan and applicable law (e.g., COBRA), the
               Employee at the Employer's expense with medical and life
               insurance benefits in the same or substantially similar amounts
               as were in effect before the Change in Control or in such amounts
               as have been agreed to in writing by the Employee since the
               Change in Control for a period of up to three (3) years following
               the Termination Date or the date the Employee becomes reemployed
               in a position in which his salary and benefits are substantially
               similar to those in effect on the Termination Date, whichever is
               earliest. Alternatively, the Employer may make cash payments to
               the Employee equal to the cost to the Employee of purchasing
               similar medical and life insurance coverage from a source other
               than the Employer's employee benefit plans, taking into account
               the Employee's age, health, and other particular circumstances.
               These cash payments shall be made monthly unless the Employee and
               Employer agree that payments will be made more frequently or less
               frequently. In the event the Employee becomes re-employed during
               the three-year period following the Termination Date, the
               Employer's obligations to maintain medical and life insurance
               under this Subsection 18.2(c) (or make further cash payments in
               lieu of providing that coverage) shall cease and terminate upon
               such reemployment; and

                    d) The Employer shall pay the Employee in cash a lump sum
               payment equal to three times the Average Employer's Matching
               Contribution for Employee (currently, limited to four percent of
               annual compensation at the date of this Amendment) to the
               Employer's 401(k) Plan. For purposes of this paragraph, the
               "Average Employer's Matching


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               Contribution," shall be calculated as the sum of actual
               Employer's matching contribution for Employee for each of the
               three calendar years prior to his termination of employment
               divided by three. This cash payment shall be made within 30 days
               after the Employee's termination of employment; and

                    e) The Employer shall pay to the Employee in cash a lump sum
               payment equal to three times the average percentage of annual
               compensation allocated to the Employee's ESOP Account under the
               Harmon Industries, Inc. Employee Stock Ownership Plan for the
               three plan years ending prior to the Employee's termination of
               employment, multiplied by (ii) the Employee's annual compensation
               in effect for the plan year in which the Employee's employment
               terminates. For this purpose, "annual compensation" shall have
               the meaning given that term in the ESOP, as if the Employee
               remained employed and continued to receive compensation through
               the end of the plan year in which his employment terminates. This
               cash payment shall be made within 30 days after the Employee's
               termination of employment; and

                    f) The Employee shall be treated for purposes of his
               Deferred Compensation Agreement as if he were employed for an
               additional thirty-six (36) months following his actual
               termination of employment. As a consequence, the Employee, at the
               end of this 36 month period, shall be treated as having an
               additional thirty-six (36) months of service for purposes of
               vesting, calculating his benefit (including the numerator of the
               fraction used to calculate his benefit), and satisfying any
               requirement that he work to age 55 to be eligible for an early
               retirement benefit. In calculating the Employee's benefit under
               his Deferred Compensation Agreement, the Employee shall be
               treated as if he continued to receive for the thirty-six (36)
               months his annual compensation in effect for the calendar year in
               which his employment terminated (that is, the annual compensation
               he would have received for that calendar year had he remained
               employed through the end of that year). As soon as practicable
               after adoption of Amendment Number One to this Employment
               Agreement, the Employer shall amend the Employee's Deferred
               Compensation Agreement to reflect the provisions set forth in
               this paragraph.

          At the end of the term of employment, as defined in Section 1 herein,
          the provisions for Severance Compensation upon a Constructive
          Termination under this Agreement shall lapse and the Employee shall
          not be entitled to Severance Compensation under this Agreement (other
          than Severance Compensation payable by reason of a Constructive
          Termination occurring at or prior to the end of the term of
          employment).

          18.3 ADDITIONAL PAYMENTS. In addition to the Severance Compensation
     set forth above in Section 18.2, the Employee shall be entitled to a pro
     rata portion of any earned incentive compensation or bonus in effect during
     the year that a


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     Constructive Termination occurs and such pro rata portion shall be based on
     the number of days of employment in such year up to the Termination Date.
     Additionally, all stock options issued and outstanding in the name of the
     Employee, notwithstanding anything in the agreement(s) evidencing such
     stock options to the contrary, shall become fully vested and shall be
     exercisable for ninety (90) calendar days after the Termination Date.

          18.4 NO MITIGATION OBLIGATION. The Parties understand that it may be
     difficult for the Employee to find reasonably comparable employment
     following the Termination Date, Accordingly, the parties hereto agree that
     the payment of the Severance Compensation by the Employer to the Employee
     will be liquidated damages, and that the Employee shall not be required to
     mitigate the amount of any payment provided for in this Agreement seeking
     other employment or otherwise, nor shall any profits, income, earnings or
     other benefits from any source whatsoever create any mitigation, offset,
     reduction or any other obligation on the part of the Employee.

          18.5 OTHER CHANGE IN CONTROL PROVISIONS. Whether or not the Employee
     has a Constructive Termination or otherwise becomes entitled to Severance
     Compensation, the provisions of this Section below shall apply in the event
     of a Change in Control.

               a) DEFERRED COMPENSATION FUNDING. Following a Change in Control,
          the Employer shall maintain at all times in the trust used to fund the
          Employee's Deferred Compensation Agreement life insurance for the
          benefit of the Employee having a cash surrender value at least equal
          to the present value of all the Employee's accrued benefits not yet
          paid (whether or not vested) under the Employee's Deferred
          Compensation Agreement (including the additional 36-month period
          provided for in Section 18.2(f)). If, however, it is not possible to
          maintain life insurance with a cash surrender value this large, the
          Employer shall contribute cash amounts to the trust equal to the
          difference between the cash surrender value required under this
          subsection and the cash surrender value which it is possible to
          maintain.

               b) NONQUALIFIED DEFERRED COMPENSATION TRUST AGREEMENTS. As soon
          as practical after the adoption of this Amendment, the Employer shall
          modify the trust agreement that creates the trust used to fund the
          Employee's Deferred Compensation Agreement, to provide that following
          a Change in Control (i) the trustee must make decisions concerning the
          Employee's entitlement to benefits independently, without direction
          from the Employer, (ii) the trustee must at all times be a financial
          institution independent of the Employer or any of its successors, and
          (iii) the provisions of the trust agreement to be added under (i) and
          (ii) may not be modified without the Employee's written consent.


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               c) STOCK OPTIONS. The provisions of this subsection shall apply
          to any stock options not subject to a change in control provision
          under the terms of the option or under the terms of the plan
          associated with the option. The Employee shall become fully vested in
          any such stock options granted by the Employer at the earlier of the
          time (i) the Employer's Board of Directors accepts a Change in Control
          offer, or (ii) a Change in Control transaction closes. If the Employer
          no longer exists following a Change in Control, the Employer (or its
          successor) shall pay the Employee a cash amount in exchange for
          canceling any options the Employee did not exercise prior to the
          Change in Control. This cash amount shall equal the spread under the
          options at the time of the Change in Control. To the extent this
          accelerated vesting or the cash payment would require shareholder
          approval, the Employer (or its successor) shall, in lieu thereof, make
          a cash payment to the Employee as soon as practicable following the
          Change in Control in an amount necessary to put the Employee in a
          financial position similar to the financial position he would have
          enjoyed had the vesting or cash payments requiring shareholder
          approval have been made. If this cash payment itself cannot be made
          without shareholder approval (and without violating securities laws),
          the Employer shall seek shareholder approval for making modifications
          to the Employee's stock options consistent with the vesting and cash
          payment provisions of this paragraph, and shall be required to seek
          that approval as soon as practicable.

3. A new Section 20 is added as follows:

          20. DEFERRED COMPENSATION AGREEMENT. As soon as practicable after the
     adoption of this Amendment, the Employer shall amend the Employee's
     Deferred Compensation Agreement (and any related trust agreement) to
     prohibit any further amendment (or termination) of that agreement that
     would reduce benefits already accrued by the Employee at the time of the
     amendment (or termination), unless that reduction is agreed to in writing
     by the Employee. In addition, as soon as practicable after the adoption of
     this Amendment (and any related trust agreement), the Employer shall amend
     the Employee's Deferred Compensation Agreement (and any related trust
     agreement) to make clear that an acquirer under a Change in Control (or
     other party effecting a Change in Control within the meaning of this
     Agreement) shall be considered a successor employer bound by the terms of
     the Employee's Deferred Compensation Agreement (and any related trust
     agreement).


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         IN WITNESS WHEREOF, Employer and Employee have duly executed this
Amendment effective this 27th day of July, 1999.

                                       HARMON INDUSTRIES, INC.

                                       By:
                                             -----------------------------------
                                       Title:
                                             -----------------------------------
                                       EMPLOYEE


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


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