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                                                                   EXHIBIT 10.1


                                     AMENDED

                         EMPLOYMENT RETENTION AGREEMENT

                                     BETWEEN

                       SPECIALTY EQUIPMENT COMPANIES, INC.

                                       AND

                             JEFFREY P. RHODENBAUGH


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                                TABLE OF CONTENTS

                                                                         PAGE
                                                                         ----

1.   Employment.                                                           1

     (a)      Initial Term                                                 1
     (b)      Extension                                                    1

2.   Terms of Employment.                                                  1

     (a)      Position and Duties                                          1
     (b)      Compensation                                                 2
     (c)      Compensation for Lost Benefits                               3

3.   Termination of Employment.                                            3

     (a)      Death or Permanent Disability                                3
     (b)      Cause                                                        3
     (c)      Good Reason                                                  4
     (d)      "Voluntary Termination"                                      5
     (e)      Notice of Termination                                        5
     (f)      Termination Date                                             5

4.   Obligations of the Company Upon Termination.                          5

     (a)      Termination of Employment for Good Reason or Other Than
              for Cause                                                    5
     (b)      Termination of Employment for Cause or Voluntary
              Termination                                                  6

5.   Change of Control.                                                    6

     (a)      Definition                                                   6
     (b)      Effect of Change of Control                                  7
     (c)      Additional Payments                                          7

6.   Confidential Information.                                             7

7.   Non-Competition.                                                      8

8.   Remedies.                                                             8

9.   Arbitration.                                                          8

10.  Full Settlement.                                                      8

11.  Successors.                                                           9


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                                TABLE OF CONTENTS
                                  (CONTINUED)

                                                                         PAGE
                                                                         ----


     (a)      Of Executive                                                 9
     (b)      Of Company                                                   9
     (c)      Assumption                                                   9

12.  Miscellaneous.                                                        9

     (a)      Payments after Death                                         9
     (b)      Nonalienation                                                9
     (c)      Illegality                                                   9
     (d)      Amendment                                                    9
     (e)      Notices                                                     10
     (f)      Counterparts                                                10
     (g)      Governing Law                                               10
     (h)      Withholding                                                 10
     (i)      Entire Agreement                                            10

13.  Indemnification.                                                     10



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                     AMENDED EMPLOYMENT RETENTION AGREEMENT


         THIS AMENDED EMPLOYMENT RETENTION AGREEMENT ("Agreement") dated as of
_________________ ____, 2000 (the "Effective Date"), is made by and between
Specialty Equipment Companies, Inc., a Delaware corporation having its principal
place of business in the State of Illinois (the "Company"), and Jeffrey P.
Rhodenbaugh (the "Executive"), a resident of St. Charles, Illinois.

         This Agreement amends and restates effective as of the Effective Date
the Employment Retention Agreement (the "Original Agreement") by and between the
Company and the Executive dated as of May 1, 1997 (the "Original Effective
Date").

         The Board of Directors of the Company (the "Board") has determined that
it is in the best interest of the Company and its stockholders to assure that
the Company will have the continued employment and dedication of the Executive.

         Accordingly, in consideration of the mutual covenants of this
Agreement, and other good and valuable consideration, receipt of which is hereby
acknowledged, the Company and the Executive agree as follows:

1.  Employment.

         (a) Initial Term. The Company hereby agrees to employ the Executive,
         and subject to Section 3 of this Agreement the Executive hereby agrees
         to be employed by the Company, for the period commencing on the
         Original Effective Date and ending on the third anniversary of the
         Original Effective Date (the "Initial Term").

         (b) Extensions. As of the first anniversary of the Original Effective
         Date, the term of employment under this Agreement shall automatically
         be extended daily so that the term of employment under this Agreement
         will at all times be no less than two years, unless the Company gives
         the Executive written notice of its intent not to extend the
         Agreement, or the Executive gives the Company written notice of the
         Executive's intent not to extend the Agreement. If the Company gives
         the Executive written notice of its intent not to extend the Agreement
         or the Executive gives the Company written notice of the Executive's
         intent not to extend the Agreement, the term of employment under this
         Agreement shall end on the later of the end of the Initial Term or the
         second annual anniversary of the date such notice is given. The
         Initial Term and each extension of the term of employment under this
         Agreement shall be referred to as the "Employment Period."

2.  Terms of Employment.



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         (a) Position and Duties.

               (i)  As of the Effective Date and during the Employment Period
               thereafter the Executive's position (including status,
               perquisites, offices, titles, reporting requirements and
               responsibilities), authority and duties shall be that of the
               Company's Chief Executive Officer reporting directly to the
               Company's Board of Directors. Such position (including status,
               perquisites, offices, titles, reporting requirements and
               responsibilities), authority and duties shall be at least
               commensurate in all material respects with the most significant
               of those held, exercised or assigned at any time during the
               365-day period immediately preceding the Effective Date. The
               Executive's services shall be performed at the location where the
               Executive was employed immediately preceding the Effective Date
               or at an equivalent office and location not more than 50 miles
               from such location.

               (ii) During the Employment Period, and excluding any periods of
               vacation, sick leave or disability to which the Executive is
               entitled, the Executive agrees to devote the Executive's full
               business attention and time to the business and affairs of the
               Company and, to the extent necessary to discharge the duties
               assigned to the Executive hereunder, to use the Executive's best
               efforts to perform such duties faithfully and efficiently.
               Notwithstanding such requirement the Executive may serve on
               corporate, civic or charitable boards or committees, deliver
               lectures, fulfill speaking engagements or teach at educational
               institutions, and manage personal or family investments, provided
               such activities do not significantly interfere with the
               performance of Executive's duties under this Agreement. To the
               extent that any such activities have been conducted by the
               Executive during the Employment Period before the Effective Date,
               the continued conduct of such activities (or activities similar
               in nature and scope) after the Effective Date shall not be deemed
               to interfere with the performance of the Executive's duties under
               this Agreement.

         (b) Compensation.

               (i)  Base Salary. As of the Effective Date and during the
               Employment Period thereafter, the Company shall pay or cause to
               be paid to the Executive a base salary ("Guaranteed Base
               Salary"), in cash at an annual rate of at least $400,000. The
               Guaranteed Base Salary shall be paid in the manner consistent
               with the Company's payroll practices from time to time but such
               payroll practices shall in no event be less favorable to






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               Executive than such payroll practices in effect at any time
               during the 365-day period immediately preceding the Effective
               Date. During the Employment Period, the Guaranteed Base Salary
               may be increased at any time and from time to time as shall be
               determined in the discretion of the Compensation Committee of the
               Board, subject to approval of the Board. An increase in
               Guaranteed Base Salary shall not serve to limit or reduce any
               other obligation to the Executive under this Agreement. The
               Guaranteed Base Salary shall not be reduced after any such
               increase, and the term "Guaranteed Base Salary" as used in this
               Agreement shall refer to the Guaranteed Base Salary as so
               increased.

               (ii)  Cash Incentive Plan. The Executive shall be entitled to
               participate in the cash incentive plan of the Company, subject to
               the discretion of the Compensation Committee of the Board and to
               approval by the Board. Such cash incentive plan shall have a
               target bonus percentage for Executive of at least 100% of the
               Executive's Guaranteed Base Salary upon attainment of such target
               performance goals as the Compensation Committee, with the
               approval of the Board, shall from time to time establish.

               (iii) Other Benefits. The Executive shall be entitled to
               participate in (A) all other bonus or incentive plans (including
               without limitation long-term incentive plans such as the
               Company's Amended and Restated Executive Long-Term Incentive Plan
               (the "Long-Term Incentive Plan"), savings and retirement plans,
               practices, policies and programs applicable to other senior
               executives of the Company, (B) welfare benefits plans (including,
               without limitation, medical, prescription, dental, disability,
               salary continuance, employee life, group life, dependent life,
               accidental death and travel, accident insurance plans and
               programs) applicable to other senior executives of the Company,
               and (C) fringe benefits, reimbursement of expenses practices,
               policies and procedures, vacation and vacation benefits, and
               office and support staff (including, without limitation,
               exclusive personal secretarial assistance) applicable to other
               senior executives of the Company. The benefits under this Section
               2(b)(iii) shall not be less favorable in the aggregate to
               Executive than those in effect for the Executive at any time
               during the 90-day period immediately preceding the Effective
               Date.

         (c) Compensation for Lost Benefits. Notwithstanding Sections 2(b)(ii)
         and (iii), the Executive's benefits under Sections 2(b)(ii) and (iii)
         may be reduced or eliminated if and to the extent the Company
         furnishes the Executive with compensation or benefits with




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         an actual value to the Executive substantially equivalent to the value
         of the benefits of which he has been deprived.

3.  Termination of Employment.

         (a) Death or Permanent Disability. The Executive's employment shall
         terminate automatically upon the Executive's death during the
         Employment Period and the Company may terminate Executive's employment
         during the Employment Period for Permanent Disability. Permanent
         Disability of the Executive shall be deemed to have occurred on the
         date on which the Executive is certified as having incurred a
         Permanent Disability by a physician who is selected by the Company or
         its insurers and who is acceptable to the Executive or the Executive's
         legal representative. If the Executive incurs a Permanent Disability
         during the Employment Period, the Company shall give to the Executive
         written notice in accordance with Section 3(e) of this Agreement of
         its intention to terminate the Executive's employment. In such event,
         the Executive's employment with the Company shall terminate effective
         on the 30th day after receipt of such notice by the Executive (the
         "Disability Effective Date"), unless within 30 days after such
         receipt, the Executive shall have returned to full-time performance of
         the Executive's duties. For purposes of this Agreement, "Permanent
         Disability" means any mental or physical condition which renders the
         Executive with or without accommodation unable or incompetent to carry
         out the job responsibilities which the Executive held or the tasks to
         which the Executive was assigned at the time the disability was
         incurred, and which is expected to result in death or which has lasted
         or can be expected to last for a continuous period of not less than
         365 days.

         (b) Cause. The Company may terminate Executive's employment during the
         Employment Period for Cause. For purposes of this Agreement, "Cause"
         means an Executive's habitual neglect of the Executive's duties (other
         than on account of disability), habitual reckless conduct or willful
         misconduct in carrying out his duties, breach of fiduciary duty to the
         Company involving improper personal profits by the Executive, or
         conviction of a felony involving moral turpitude, except that Cause
         shall not mean:

               (i)   any act or omission believed by the Executive in good
               faith to have been in or not opposed to the interest of the
               Company;

               (ii)  any act or omission with respect to which a determination
               could properly have been made by the Board that the Executive met
               the applicable standard of conduct under which indemnification or
               reimbursement is permitted under the by-laws of the Company, or
               under the laws and regulations under which the Company is
               governed, in each case in effect at the time of such act or
               omission, or



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               under this Agreement; or

               (iii) any act or omission with respect to which notice of
               termination of employment of the Executive is given more than 12
               months after the earliest date on which any member of the Board
               who is not a party to the act or omission knew of such act or
               omission.

         (c) Good Reason. The Executive may terminate Executive's employment
         during the Employment Period for Good Reason. For purposes of this
         Agreement, "Good Reason" means any one of the following events:


               (i) a material change by the Company in the Executive's title,
               authority, working conditions, function reporting
               responsibilities, status, or any other action by the Company
               which would cause the Executive's position with the Company to
               become one of materially less responsibility, importance, or
               scope from the position and attributes thereof described in
               Section 2(a)(i) above, or which material action or change would
               unreasonably add to the burdens of his duties, excluding for this
               purpose an isolated, insubstantial and inadvertent action not
               taken in bad faith and which is remedied by the Company promptly
               after receipt of notice thereof given by the Executive, provided,
               however, that the hiring of additional executives whose
               responsibilities overlap those of the Executive shall not
               necessarily constitute Good Reason hereunder;

               (ii)  any failure by the Company to comply with any of the
               provisions of Section 2(b) of this Agreement (as modified by
               Section 2(c) of this Agreement), other than an isolated,
               insubstantial and inadvertent failure not occurring in bad faith
               and which is remedied by the Company promptly after receipt of
               notice thereof given by the Executive;

               (iii) the Company incurs a Change of Control and Executive
               provides the Company with a Notice of Termination in accordance
               with Section 3(e) within any period of beginning on the date of
               the Change of Control and ending on the first to occur of (i) the
               date the board of directors of the Successor Company approves
               Executive's employment as chief executive officer of the
               Successor Company with Comparable Reporting Status, or (ii) the
               fifth annual anniversary of such Change of Control. For this
               purpose, "Comparable Reporting Status" means reporting directly
               to the board of directors of the Company or of any present or
               future parent, successor or affiliate of the Company (a
               "Successor Company") that is (1) a public holding company for (A)
               the





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               Company or (B) the principal operating Company affiliated
               with the Company; and (2) any other company or companies
               presently or in the future affiliated with the Company (by direct
               or indirect ownership by the Company or a parent company of the
               Company of 100% of the voting power of equity securities) to
               which individually or in the aggregate 35% or more of the
               tangible assets (at net book value) have directly or indirectly
               been transferred from the principal operating company (currently
               Specialty Equipment Companies, Inc.) (excluding in any case any
               liquidating entity);

               (iv)  any failure by the Company to comply with and satisfy
               Section 11(c) of this Agreement; or

               (v)   any reassignment of Executive, without his written
               consent, to a work location located more than 50 miles from his
               work location at the Effective Date.

         (d) "Voluntary Termination" means a voluntary termination by the
         Executive of his employment with the Company other than for Good
         Reason.

         (e) Notice of Termination. Any termination of the Executive's
         employment by the Company (other than by reason of death) or by the
         Executive shall be communicated by such party's giving written notice
         of such termination ("Notice of Termination") to the other party in
         accordance with Section 12(e) of this Agreement. In the case of a
         termination by the Company for Cause or by the Executive for Good
         Reason, the Notice of Termination shall (i) indicate the specific
         termination provision in this Agreement relied upon, (ii) set forth in
         reasonable detail the facts and circumstances claimed to provide a
         basis for termination of the Executive's employment under the
         provision so indicated and (iii) if the Termination Date (as defined
         below) is other than the date of receipt of such Notice of
         Termination, specify the Termination Date. The failure by the
         Executive to set forth in the Notice of Termination any fact or
         circumstance which contributes to a showing of Good Reason shall not
         waive any right of the Executive hereunder or preclude the Executive
         from asserting such fact or circumstance in enforcing the Executive's
         rights hereunder.

         (f) Termination Date. "Termination Date" means the date of receipt of
         the Notice of Termination or any later date specified therein (which
         date shall be not more than fifteen days after the giving of such
         notice), as the case may be; provided, however, that (i) if the
         Executive's employment is terminated by the Company for Cause or by
         the Executive as a Voluntary Termination, the Termination Date shall
         be the date of receipt of such Notice of Termination and (ii) if the
         Executive's employment is terminated by reason of death or Permanent
         Disability, the Termination Date shall be the date of death of the


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         Executive or the Disability Effective Date (as defined in Section
         3(a)), as the case may be.

4.  Obligations of the Company Upon Termination.

         (a) Termination of Employment for Good Reason or Other Than for Cause.
         If, during the Employment Period, the Company shall terminate the
         Executive's employment other than for Cause, or if the Executive shall
         terminate employment under this Agreement for Good Reason or if
         Executive's employment terminates by reason of his death or Permanent
         Disability, the Company shall provide Executive (directly or as
         provided in Section 12(a)), in lieu of any bonus under the Company's
         cash incentive plan for the year in which the Termination Date occurs,
         but in addition to all vested rights arising from his employment, with
         the following benefits:

               (i)   A cash payment on or before 30 days after the Termination
               Date in an aggregate amount equal to (A) the greater of (x) two
               times the Guaranteed Base Salary at the date of termination, plus
               four times the average of the bonuses earned by the Executive
               under the Company's cash incentive plan in the immediately
               preceding two fiscal years, or (y) $2.8 million, plus (B) any
               deferred compensation (including without limitation Executive's
               EVA bonus bank).

               (ii)  The Company shall continue to provide Executive with other
               benefits as described in Section 2(b)(iii) of this Agreement (or
               the equivalent thereof of cash) ("Continuation Benefits"), at the
               Company's expense, for a period (the "Continuation Term") which
               shall be (A) if the Termination Date occurs on or after a Change
               in Control, twenty-four months, or (B) in all other cases, six
               months. Benefits under this clause (ii) are in addition to, and
               not in lieu of, COBRA benefits and any other benefits required by
               law.

               (iii) Any options granted to the Executive prior to October 22,
               1999 which are not yet exercisable by the Executive on the
               Termination Date shall become exercisable and these options and
               any other not yet exercised options held by the Executive under
               the Plan will continue to be exercisable as provided by their
               terms and in accordance with the Plan. The Committee which
               administers the Plan has authorized the aforedescribed
               acceleration of option exercisability and waiver of restrictions
               and conditions applicable to the options held by the Executive in
               accordance with the Plan. For those options issued after October
               22, 1999 under the Amended and Restated Executive Long Term
               Incentive Plan, the Committee may in its discretion determine
               within 90 days of the


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               Termination Date, that the options will instead be vested and
               exercisable in accordance with the Alternative Vesting Schedule
               (vesting in five annual installments at a rate of 20% each year
               on the anniversary of the Grant Date of the Award).


               (iv)  The Executive's rights to indemnification under Section 13
               shall survive the termination of this Agreement.

         (b) Termination of Employment for Cause or Voluntary Termination. If,
         during the Employment Period, the Executive's employment shall be
         terminated by the Company for Cause or by the Executive as a Voluntary
         Termination, the Company shall continue to provide Continuation
         Benefits at Company's expense for a period of 90 days after the
         Termination Date (or the equivalent thereof in cash), plus COBRA and
         any other benefits to the extent required by law, and this Agreement
         shall then terminate without further obligation by the Company to the
         Executive, other than (i) the obligation to pay to the Executive, in a
         lump sum in cash within 30 days of the Termination Date, that portion
         of the Guaranteed Base Salary which is payable to the Executive for
         services performed as of the Termination Date to the extent
         theretofore unpaid, (ii) the Executive's rights to indemnification
         under Section 13, which shall survive termination of this Agreement or
         (iii) the Executive's benefits as explicitly provided upon termination
         under the terms of any plan, policy or program of the Company or as
         otherwise required by applicable law.

5.  Change of Control.

         (a) Definition. For purposes of this Agreement, a "Change of Control"
         shall mean, and be deemed to have occurred if and when after the
         Effective Date:

               (i)   any "person" or "group" (as such terms are used in
               Sections 13(d) and 14(d) of the Securities Exchange Act of 1934
               (the "1934 Act")) is or becomes the "beneficial owner" (as
               defined in Rules 13d-3 and 13d-5 under the 1934 Act), except that
               a person shall be deemed to have beneficial ownership of all
               shares voting capital stock that such person has the right to
               acquire, whether such right is exercisable immediately or only
               after the passage of time), directly or indirectly, of more than
               50% of the total voting power of all classes of voting capital
               stock of the Company; or

               (ii)  during a period of two consecutive years, individuals who
               at the beginning of such period constituted the Board (together
               with any new members of the Board whose election to the Board, or
               whose




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               nomination for election by the holders of capital stock of the
               Company, was approved by a vote of 66-2/3% of the members of the
               Board then still in office who were either members of the Board
               at the beginning of such period or whose election or nomination
               for election was previously so approved) cease for any reason to
               constitute a majority of such Board then in office; or

               (iii) the Company consolidates with or merges with or into any
               person or conveys, transfers or leases all or substantially all
               of its assets to any person, or any corporation or partnership
               consolidates with or merges into or with the Company, in any such
               event pursuant to a transaction in which the outstanding voting
               capital stock of the Company is changed into or exchanged for
               cash, securities or other property, other than any such
               transaction where the persons who were the beneficial owners of
               the voting capital stock of the Company immediately before the
               transaction directly or indirectly own, immediately after the
               transaction, in substantially the same proportions, at least 50%
               of the then-outstanding voting capital stock of the surviving,
               resulting or acquiring corporation or partnership, or

               (iv)  the Company is liquidated or dissolved or adopts a plan of
               liquidation or dissolution.

         (b) Effect of Change of Control. Upon a Change of Control, in addition
         to the effects stipulated in Sections 3(c)(iii) and 4(a)(iii), all
         options granted to Executive under the Long-Term Incentive Plan (or
         any successor plan) and held by Executive but not immediately
         exercisable immediately before the Change of Control shall immediately
         become fully vested and exercisable. Those options and any other not
         yet exercised options held by the Executive under the Long-Term
         Incentive Plan will continue to be exercisable as provided by their
         terms and in accordance with the Long-Term Incentive Plan. The
         Committee which administers the Long-Term Incentive Plan has
         authorized this acceleration of option exercisability and waiver of
         restrictions and conditions applicable to the options held by the
         Executive in accordance with the Long-Term Incentive Plan.

         (c) Additional Payments. In the event the Executive becomes subject,
         with respect to compensation received or contemplated hereunder, to
         the excise tax imposed under Internal Revenue Code Section 4999, the
         Company, regardless of whether the Executive remains employed
         hereunder at the time the Executive becomes so subject, shall
         reimburse the Executive for the amount of the excise taxes due under
         such Section and for the amount of any taxes and excise taxes imposed
         on such reimbursement, provided, however, that the total amount of
         such reimbursements shall not exceed five times the amount of such
         excise taxes.



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6.  Confidential Information. The Executive shall hold in a fiduciary capacity
for the benefit of the Company all Confidential Information. "Confidential
Information" means all secret or confidential information, or other proprietary
information, including knowledge or data relating to the Company and its
businesses or acquired in connection with the Company's businesses which shall
have been obtained by the Executive during the Executive's employment by the
Company and which shall not be or become public knowledge (other than by acts by
the Executive or representatives of the Executive in violation of this
Agreement), other than disclosure ordered by a court or governmental agency.
After termination of the Executive's employment with the Company, the Executive
shall not, without the prior written consent of the Company, communicate or
divulge any Confidential Information to anyone other than the Company and those
designated by it except in connection with enforcing the Executive's rights
hereunder or if ordered by a court or governmental agency.

7.  Non-competition. The Executive agrees that while he is employed hereunder,
the Executive shall not enter into or engage in or be connected with or engage
to work for any individual, firm or corporation which is engaged in or connected
with, any business in substantial competition with the Company in the
continental United States, unless he obtains the express written approval of the
Board in its sole discretion after full disclosure of the nature of the intended
arrangement.

8.  Remedies. If, at any time, the Executive violates any of the covenants or
agreements set forth in paragraphs 6 or 7, the Company shall have the right to
terminate all of its obligations to make further payments under this Agreement,
including, but not limited to, the obligations set forth in Section 4(a) of the
Agreement, except that (i) the Company may not defer, withhold or terminate any
obligation to make any payment hereunder on the basis of a violation of Section
6 of this Agreement unless and until the fact of such violation shall have been
established in an arbitration proceeding pursuant to Section 9; and (ii) the
Company may not defer, withhold, terminate or limit under this Section 8 any
rights of the Executive under Section 13.

9.  Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association,
and judgment upon the award rendered by the Arbitrator(s) may be entered in any
court having jurisdiction thereof. The Company shall pay the costs of such
arbitration which are incurred by the Executive and by the Company, regardless
of the outcome of such arbitration. Such costs shall include all legal fees,
including retainer fees, and other fees and expenses which the Executive may
reasonably incur as a result of the arbitration. All such reasonable costs and
fees incurred by Executive shall be paid by the Company as incurred without
regard to whether the arbitration has been completed.

10. Full Settlement. The Company's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder shall not
be affected by any circumstances, including, without limitation, set-off,
counterclaim, recoupment, defense or other


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claim, right or action which the Company may have against the Executive or
others. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement, nor shall the amount of
any payment hereunder be reduced by any compensation earned by the Executive as
a result of employment by another employer.

11. Successors.

         (a) Of Executive. This Agreement is personal to the Executive and
         without the prior written consent of the Company shall not be
         assignable by the Executive otherwise than by will or the laws of
         descent and distribution. This Agreement shall inure to the benefit of
         and be enforceable by the Executive's legal representatives.

         (b) Of Company. This Agreement shall inure to the benefit of and be
         binding upon the Company and its successors and assigns.

         (c) Assumption. The Company will negotiate in good faith to require
         any successor (whether direct or indirect, by purchase, merger,
         consolidation or otherwise) to all or substantially all of the
         business and/or assets of the Company to assume expressly and agree to
         perform this Agreement in the same manner and to the same extent that
         the Company would be required to perform it if no such succession had
         taken place. If this Agreement is not assumed, Executive will be
         deemed to have been terminated by Company for reasons other than for
         Cause. If such Agreement is assumed the term "Company" as used in this
         Agreement, shall mean the Company as hereinbefore defined and any
         successor to its business and/or assets as aforesaid which assumes and
         agrees to perform this Agreement by operation of law, or otherwise,
         and the Company and such successor shall be jointly and severally
         liable hereunder.

12. Miscellaneous.

         (a) Payments after Death. If the Executive dies prior to receiving
         amounts to which the Executive is entitled hereunder, such amounts
         shall be paid in a lump sum payment as soon as practicable after the
         date of death to the beneficiary designated in writing by the
         Executive and if no such beneficiary is designated, to the Executive's
         estate, provided that if such a lump sum payment is impracticable
         because certain amounts to which the Executive is entitled are not yet
         determinable, each amount to which the Executive is entitled hereunder
         shall be paid as soon as practicable after the date of death.

         (b) Nonalienation. Benefits payable under this Agreement shall not be
         subject in any manner to anticipation, alienation, sale, transfer,
         assignment, pledge, encumbrance, charge, garnishment, execution or
         levy of any kind, either voluntary or involuntary, prior


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         to being payable to the Executive, and any such attempt to dispose of
         any right to benefits not yet payable hereunder shall be void.

         (c) Illegality. If all or any part of this Agreement is declared by
         any court or governmental authority to be unlawful or invalid, such
         unlawfulness or invalidity shall not serve to invalidate any portion
         of this Agreement not declared to be unlawful or invalid. Any
         paragraph or part of a paragraph so declared to be unlawful or invalid
         shall, if possible, be construed in a manner which will give effect to
         the terms of such paragraph or part of a paragraph to the fullest
         extent possible while remaining lawful and valid.

         (d) Amendment. This Agreement shall not be altered, amended or
         modified except by written instrument executed by the Company and
         Executive. A party's waiver of any term, covenant, agreement or
         condition contained in this Agreement shall not be deemed a waiver of
         any other term, covenant, agreement or condition, and a party's waiver
         of any default in any such term, covenant, agreement or condition
         shall not be deemed a waiver of any later default thereof or of any
         other term, covenant, agreement or condition.

         (e) Notices. All notices and other communications hereunder shall be
         in writing and delivered by hand or by first class registered or
         certified mail, return receipt requested, postage prepaid, addressed
         as follows:


           If to the Executive:            If to the Company:
           -------------------             ------------------

           Jeffrey P. Rhodenbaugh          Specialty Equipment Companies, Inc.
           4115 Royal Troon Court          1245 Corporate Boulevard, Suite 401
           St. Charles, Illinois  60174    Aurora, Illinois 60504
                                           Attn:  Mr. Donald K. McKay

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

         (f) No Mitigation. The Executive shall not have any duty to mitigate
         the amounts payable by the Company under this Agreement by seeking new
         employment or taking any other action following termination of
         employment. All amounts payable under this Agreement shall be paid
         without reduction regardless of any amounts of salary, compensation or
         other amounts which may be paid or payable to the Executive as the
         result of the Executive's employment by another employer.
         Notwithstanding the foregoing, welfare plan coverage described in
         Section 2(b)(iii)(B) that the Company is obligated to continue during
         the Continuation Term as Continuation Benefits pursuant to Section
         4(a) shall be secondary and the Company shall only be obligated to the
         extent that



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<PAGE>   16



         comparable benefits are not provided or offered to Executive and/or
         his family by reason of such new employment.

         (g) Counterparts. This Agreement may be executed in multiple
         counterparts, each of which shall be deemed to be an original but all
         of which together will constitute one and the same instrument
         originals.

         (h) Governing Law. This Agreement shall be interpreted and construed
         in accordance with the laws of the State of Illinois, without regard
         to its choice of law principles. The captions of this Agreement are
         not part of the provisions hereof and shall have no force or effect.

         (i) Withholding. The Company may withhold from any amounts payable
         under this Agreement such federal, state or local taxes as shall be
         required to be withheld pursuant to any applicable law or regulations.

         (j) Entire Agreement. This Agreement contains the entire understanding
         of the Company and the Executive with respect to its subject matter.

13. Indemnification. The Company shall indemnify and hold harmless the Executive
to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law as now enacted or hereafter amended, with respect to acts,
omissions, and events occurring prior to the Effective Date or during the
Employment Period. Such indemnification shall survive the termination of this
Agreement, shall inure to the benefit of Executive's heirs, executors, and
administrators, and shall cover all expenses (including advances of expenses)
incurred by Executive (including, but not limited to, attorney's fees) and all
liabilities and losses (including, but not limited to, judgments, fines, ERISA
or other excise taxes or penalties and amounts paid or to be paid in settlement)
incurred by Executive.


         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.


EXECUTIVE:                          SPECIALTY EQUIPMENT COMPANIES, INC.


                                    By:
-------------------------------
Jeffrey P. Rhodenbaugh              Its:

                                    ATTEST:

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