Terms of Employment of Carleton F. Bryant III
                          by Westerbeke Corporation

      1.    Position is Chief operating Officer (COO)  reporting to the Chief
Executive officer (CEO). Corporate titles held are Vice President, Treasurer
and Secretary, as may be modified.

      2.    Responsibility is for all operations except research and
development/product engineering and for business development and strategy.

      3.    Salary is $94,500 per year. Annual salary increases are not
offered or contemplated. The compensation philosophy for this position is
that additional compensation should come from good or better earnings quality
accompanied by good or better cash management, thus justifying related
incentive payments.

      4.    Participation in the company-wide quarterly bonus program, which
may be modified from time to time or discontinued.

      5.    An incentive payment to be divided equally among each pay period
during the two year period following release of the 10-K each year in
accordance with the formula below, but subject to the limits described:

            Incentive = 94500*(20*(100*earnings/net sales)-60)*(average of
      12 months' actual audited ending cash balances) / (average of 12
      months' planned ending cash balances)

            Limits:

                  A)    The Chief Executive Officer has the sole and
            exclusive right to override the above formula and modify the
            incentive according to his reasonable subjective appraisal.

                  B)    This incentive is not earned and is non-vesting. No
            incentive payments will become due to the executive upon or
            after date of separation for any reason.

                  C)    No annual incentive shall exceed 30% of the
            increase in earnings between the year of award and the prior
            year.

                  D)    No annual incentive shall exceed $150,000.

                  E)    End of period cash balances to be reduced by
            overdue accounts payable.

      6.    As soon as practical after starting employment, non-qualified
stock options to buy 100,000 shares of Westerbeke Corporation at the then
market price will be granted according to the Company's Stock Option Plan
(vesting over five years), subject to similar terms and conditions as
applicable to other officer employees.

      7.    Two weeks vacation first year and three weeks thereafter, subject
to advance notice to CEO.

      8.    Valid business expenses to be supported by receipts and approve
by CEO.

      9.    Execution of an agreement in form attached.

      10.   No other executive perks are offer.

      11.   Beyond those itemized herein, the only other terms of employment
are those stated in the standard employee handbook, which may be modified
from time to time.

12.    This is an "at will" employee/employer relationship which either party
may terminate at any time, for any reason.

/s/ Carleton F. Bryant III             /s/ John H. Westerbeke
--------------------------             ----------------------
So agreed                              So Agreed
Carleton F. Bryant III                 John H. Westerbeke Jr.
                                       President
                                       Westerbeke Corporation

May 14, 1993                           May 14, 1993
------------                           ------------
Date                                   Date


      AGREEMENT dated as of May 14, 1993 by and between Westerbeke
Corporation (the "Company"), a corporation organized under the laws of the
State of Delaware, and Carleton F. Bryant III (the "Employee"), residing at 4
Arden Road, Wellesley, MA  02181.

      For all purposes of this Agreement the term "Company" shall include the
subsidiary corporations of the Company, except where the context shall
otherwise require.

      In consideration of the employment of the Employee by the company and
of the covenants and agreements contained herein, and for the other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      1.    Confidentiality. The Employee acknowledges and agrees that
certain of the business and affairs of, and certain information of, the
Company is of a confidential and proprietary nature.  The Employee further
acknowledges and agrees that during the course of his employment with the
Company he will receive, develop or learn of certain secret, proprietary and
confidential information of the Company not previously known to him and not
known or used generally, including without limitation, information concerning
the technology utilized by and developed by the Company, trade secrets, know-
how, and other proprietary information concerning the business affairs;
marketing activities (including pricing information), manufacturing methods,
techniques for preparation and use of products, designs, styles, customs,
methods of sale and distribution of products, suppliers and customers of the
Company.  The Employee agrees that during his employment with the Company and
forever thereafter he will not, without the written consent of the Company or
except as required by law in connection with any judicial or administrative
proceeding, disclose to any third party, and will keep in strict secrecy and
confidence and treat as the property of the Company, any and all such
information, knowledge or other data relating to the Company, whether or not
such information knowledge or other data is in written form, that the
Employee may receive, develop or learn in the course of his employment by or
relations with the Company, or which he has received, developed or learned in
the past in the course of his employment by or relations with the Company,
which has not been unrestrictedly disclosed by the company or is not
generally or publicly known (other than as a result of the unauthorized
disclosure by the Employee).

      2.    Inventions, Processes and Other Materials.  (a) While the
Employee is employed by the Company and whether he shall make or develop them
individually or jointly with others or on his own time or on the time of the
Company, all inventions which the Employee may make or in which he may
participate relating to the affairs and business of the Company and all trade
secrets, processes, know-how, practices, designs, technologies, and methods
which the Employee may develop or in which he may participate relating to the
affairs and business of the Company shall belong to and shall be owned by the
Company.  At the request of the Company and without further consideration,
the Employee agrees that he shall expressly assign to the Company all his
right, title and interest in and to each such invention, trade secret,
process, know-how, practice, design, technology, and method and shall sign
all papers and do all other acts necessary, at the Company's expense, to
assist the Company to obtain patents on or otherwise perfect the Company's
right, title and interest in and to each such invention, trade secret,
process, know-how, practice, design, technology, and method in any and all
countries.  The Company shall have the exclusive worldwide right to exploit
commercially all products embodying such inventions, trade secrets,
processes, know-how, practices, designs, technologies or methods and the
Employee agrees not to exploit commercially any product embodying any such
item or otherwise use any such item in any research or other application.
The Employee shall disclose to the Company all inventions, trade secrets,
processes, know-how, practices, designs, technologies, and methods relating
to the affairs and business of the Company of which he becomes aware during
the period of his employment.

      (b)    All papers, reports, notes, test results, other writings and
documents and apparatus relating to the affairs and business of the Company,
including those prepared or made by the Employee, shall be the exclusive
property of the company.

      (c)    All copyrightable material relating to the aforesaid business of
the Company which the Employee produces, composes or writes, individually or
in collaboration with others while employed by the Company whether made on
the Company's time or his own time, shall belong to and shall be owned by the
Company.  At the request of the Company and without further consideration the
Employee agrees that he shall expressly assign to the Company all his right,
title and interest in and to such copyrightable material and shall sign all
papers and do all other acts necessary, at the expense of the Company, to
assist the Company to obtain copyrights on or otherwise perfect the Company's
right, title and interest in and to such material in any and all countries.

      3.    Non-competition.  Following the termination of his employment for
affiliation with the Company for any reason, the Employee covenants and
agrees (i) for a period of three years following such termination, not to
engage, directly or indirectly, whether as principal, agent, representative
consultant, stockholder (not including an investment of less than five
percent in the publicly traded stock of any corporation), partner, employee,
or otherwise in the United States (of if the Employee's employment is with a
subsidiary of the company located in a foreign jurisdiction, then, in
addition, in such foreign jurisdiction), in any activity or business venture
which is competitive with the business or businesses conducted by the Company
at the time of the termination of his employment or affiliation with the
Company, (ii) for a period of three years following such termination, not to
solicit or entice or endeavor to solicit or entice anyway from the Company
any director, officer or employee of the Company either on his own account or
for any person, firm, corporation or other organization, (iii) for a period
of three years following such termination, not to employ, directly or
indirectly, any person who at the time of termination of his employment or
affiliation with the company was a director, officer or employee of the
Company and who by reason of such position is or may be likely to be in
possession of any confidential information or trade secrets relating to the
businesses or activities of the Company, (iv) for a period of three years
following such termination, not to solicit business from any person, firm,
corporation, or other organization which, to the best of his knowledge at the
time of the termination of his employment or affiliation with the company,
has contracted for the products or services of the Company or is in the
process, of negotiating with the Company concerning such products or
services, whether on his own account or for any person, firm, corporation or
other organization, and (v) that he shall not take any action intended,
directly or indirectly, to impair the good will of the Company or the
business reputation or good name of the Company or to be otherwise
detrimental to the interests of the Company, including any action intended,
directly or indirectly, to benefit a competitor of the Company.

      4.    Enforceability.  It is the intention of the Employee and the
Company that the provisions of this Agreement shall be enforced to the
fullest extent permissible under the laws and public policies of each
jurisdiction in which enforcement is sought, but that the unenforceability of
any provision or provisions of this Agreement shall not render unenforceable,
or impair, the remainder of this Agreement. Accordingly, if any provision
hereof is determined to be invalid or unenforceable, either in whole or in
part, this Agreement shall be deemed amended to delete or modify, as
necessary, the offending provision and to alter the remainder of this
Agreement in order to render it valid and enforceable.

      5.    Specific Performance.  It is recognized and agreed by the Company
and the Employee that the remedy at law, including and award of monetary
damages, will be inadequate and will not compensate the Company for the harm
caused by any breach or nonperformance of this Agreement by the Employee.
Accordingly, the Employee consents and agrees that his obligations hereunder
shall be enforceable by an order of any court of competent jurisdiction
requiring specific performance by the Employee of his duties and obligations
hereunder and, further, that the Company shall be entitled to an injunction
to be issued by any court of competent jurisdiction, restraining him from
continuing or committing any violation of such duties and obligations, all
without the necessity of proving irreparable harm of actual damage.

      6.    Assignment.  Upon the sale of all or substantially all the
assets, business and good will of the Company, or upon the merger or
consolidation of the Company into another corporation, this Agreement shall
bind and inure to the benefit of both the Employee and the acquiring,
succeeding or surviving corporation, as the case may be.

      7.    No Entitlement to Employment.  The Employee acknowledges that his
employment may be terminated by the Company or by the Employee at any time
and for any reason. Nothing contained herein shall constitute an agreement on
the part of the Company to employ or otherwise retain the services of the
Employee for any period of time. In addition, the Employee agrees that
nothing herein shall confer upon the Employee any right to continue in the
employ of the Company.

      8.    Return of Materials.  Upon the termination of his employment or
affiliation with the Company for any reason, the Employee agrees to return to
the Company all documents, materials, equipment, credit cards and other items
which belong to the Company. If the Employee shall fail to return any such
items to the Company, the Company may withhold the reasonable value thereof
from any payments that may be due to the Employee, or take other action to
recover the property or its value.

      9.    Notices. Any notice or other communication under or in connection
with this Agreement shall be in writing and shall be delivered personally or
by certified or registered mail addressed to the respective parties as
follows:
            (a)   If to the Company:
                  Avon Industrial Park,
                  Avon, Massachusetts 02322
                  Attention:  President

            (b)   If to the Employee:
                  at the address appearing at the head of this Agreement.
                  Either of the above addresses may be changed at any time on
                  notice given as provided above.

      10.   Entire Agreement and Amendment. This Agreement sets forth the
entire understanding of the parties hereto with, respect to the subject
matter hereof, and no modification or amendment to this Agreement shall be
binding on the parties unless in writing and signed by the parties.

      11.   Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which, taken together,
shall be considered one document.

      12.   Governing Law.  This Agreement shall be governed by an construed
in accordance with the laws of the State of Massachusetts applicable to
agreements made and to be performed entirely with such State.

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

                                       WESTERBEKE CORPORATION
                                       By: Chief Operating Officer
                                           -----------------------
                                           Title

                                           Carleton F. Bryant III
                                           ----------------------
                                           Employee