Exhibit 10.1

                              EMPLOYMENT AGREEMENT

THIS AGREEMENT is made between Bruce A. Smith, an individual residing at 418
Rosewood Court, Powell, Ohio 43065 ("Employee"), and Denison International plc
(the "Company" or "Denison"), a corporation duly organized under the laws of
England and Wales, with registered offices at 107 Hammersmith Road, London,
England W14 OQH.

WHEREAS, the Board of Directors of the Company want to assure Denison of the
continued services of the Employee; and

WHEREAS, the parties agree that this Agreement shall supersede all prior
understandings between the parties, whether oral or written.

NOW THEREFORE, in consideration of the mutual promises of the Company and the
Employee contained in this Agreement, the Company and the Employee enter into
this Agreement with the terms and conditions set forth herein.

1.    Employment

      The Company agrees to employ and the Employee agrees to serve as Chief
      Financial Officer of Denison, at its Marysville, Ohio USA headquarters,
      and serve as a director on the Denison International plc Board of
      Directors and any committee's or sub-committee's of the board as directed
      by the Board of Directors.

2.    Term

      The term of this Agreement shall begin on the date executed and end
      according to the provisions as stated in section(s) 7, 8, 10 and/or 12;
      provided, however, the provisions of sections 11 and 13 shall survive the
      termination of this Agreement.

3.    Compensation

      The Company shall pay the Employee annual total "Compensation" consisting
      of a "Base Salary" of one-hundred-forty thousand-seven hundred US dollars
      per year (US $140,700) payable by Denison Hydraulics Inc. in equal
      semi-monthly installments, less withholdings required by law, and
      "Directors Fees" of twelve thousand English pounds (UK (pound)12,000)
      payable by Denison. The Employee shall also be entitled to Base Salary
      increases as determined by the Compensation Committee of the Denison Board
      of Directors.

4.    Bonus Program

      The Employee shall be entitled to an annual incentive bonus from the
      Company based on meeting the goals as established by the Compensation
      Committee of the Denison Board of Directors. This incentive bonus will be
      based on a percentage of Compensation, with such percentgage determined by
      the Compensation Committee of the Denison Board of Directors. Both the
      goals for achievement of the annual incentive bonus and the percentage of
      Compensation will be communicated to the Employee as early as feasibly
      possible at the beginning of each calendar year. The timing of the payment
      of any annual incentive bonus will be at the discretion of the Board of
      Directors.

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5.    Employment Benefits

      The Employee shall be entitled to participate to the full extent of his
      Base Salary in all Company benefit plans in which the employee presently
      participates subject to the Company's right to eliminate any such benefit
      plan or change any of the terms and conditions of such benefit plans. If
      any benefit plan is replaced by a different plan, the Employee shall have
      the right to participate in the new benefit plan on a basis comparable to
      the Employee's present participation in existing plans. Notwithstanding
      the Company's standard vacation benefit plan, the Employee will be
      entitled to four (4) weeks annual vacation.

6.    Share Option Plan

      The Employee shall be entitled to participation in the Denison Employee
      Share Option Plan.

7.    Termination

      This Agreement may be terminated by the Company without cause at any time
      by giving written notice to the Employee of the Employee's termination. In
      the event the Employee is terminated under this provision, the Employee
      shall be entitled to receive the Employee's Base Salary and participation
      in the Company's employee health insurance plan on the same terms as other
      employees for a period of four (4) months after the date of the written
      notice of termination. This period of continued salary and benefits shall
      count as vested service for any of the service-vested employment benefits,
      provided that such vesting service credit does not adversely affect the
      qualification of any Company plan under applicable laws.

8.    Discharge

      The Company retains the right to discharge the Employee during the term of
      this Agreement for cause. For purposes of this discharge provision in this
      Agreement, cause shall be limited to mean (a) the Employee's willful
      refusal or unreasonable failure to perform the Employee's duties as Chief
      Financial Officer of the Company, after failure of the Employee to remedy
      such willful refusal or unreasonable failure within thirty (30) days of
      receiving specific written notice of such refusal or failure from the
      Board of Directors; (b) the Employee's gross negligence in the Employee's
      performance of duties as Chief Financial Officer of the Company, after
      failure of the Executive to remedy such gross negligence within thirty
      (30) days of receiving specific written notice of such negligence from the
      Board of Directors; (c) the commitment of any illegal acts by the employee
      against the Company; or (d) the Employee's conviction of a felony in any
      court of law, whether or not such conviction is appealable. If the Board
      of Directors concludes it has grounds to discharge the Employee in
      accordance with this provision of the Agreement, the Chairman of the Board
      shall provide written notice to the Employee of the grounds that are
      asserted for the discharge under this section of the Agreement. The
      Employee shall not be entitled to any additional salary or employment
      benefits after the date of any such notice of discharge unless the
      Employee appeals the notice of his discharge in accordance with the
      provisions in section 9 of this Agreement and the Board of Directors
      decides to withdraw the notice of discharge.

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9.    Appeal of Discharge

      The Employee shall have the right to appeal any notice of discharge issued
      in accordance with section 8 of this Agreement. If the Employee decides to
      appeal his notice of discharge, the Employee shall within thirty (30)
      calendar days from the receipt of this notice of grounds asserted for
      discharge under this Agreement submit in writing to the Chairman of the
      Board the Employee's appeal and any opposing information and documentation
      in rebuttal to the grounds asserted for the discharge. If the Employee
      submits an appeal and opposing information or documentation to the
      Chairman of the Board, the Board shall evaluate such information or
      documentation. If after such review, the Board concludes it confirms its
      decision to discharge the Employee in accordance with the grounds
      identified in its initial notice, the Chairman of the Board shall deliver
      a second written notice to the Employee explaining the Board's decision to
      discharge the Executive and the final grounds for said discharge within
      thirty (30) days after the Chairman of the Board received the appeal from
      the Employee. If the Board decides not to discharge the Employee after
      evaluation of the opposing information or documentation submitted by the
      Employee, the Chairman of the Board shall deliver notice to the Employee
      withdrawing the initial notice of discharge under this Agreement within
      thirty (30) days after the Chairman of the Board received the appeal from
      the Employee. The Employee shall not be entitled to any additional salary
      or employment benefits during any appeal under this section unless the
      Board of Directors decides to withdraw the notice of discharge of the
      Employee in accordance with the provisions of this section of the
      Agreement.

10.   Resignation, Death or Disability

      Except as provided in section 12 following a change of control, if the
      Employee's employment is terminated by reason of the Employee's death,
      disability or voluntary resignation, the Employee shall not be entitled to
      receive any further Compensation or employee benefits other than amounts
      or benefits that have accrued and remain unpaid as of the date of such
      termination or as otherwise required by applicable law.

11.   Covenants and Confidential Information

            a.    The Employee agrees that during the term of this Agreement and
                  during any period of time for which the Employee is receiving
                  Compensation under this Agreement, and for a period of two
                  years after the termination of this Agreement, that the
                  Employee will not, directly or indirectly, own, manage,
                  control or participate in the ownership, management or control
                  of, or be employed or engaged by or otherwise affiliated or
                  associated as a consultant, independent contractor or
                  otherwise with, any corporation, partnership, proprietorship,
                  firm, association or other business entity, or otherwise
                  engaged in any business, which is engaged in any manner in, or
                  otherwise competes with, the business of the Company or any of
                  the Company's subsidiaries (as conducted on the date the
                  Employee ceases to be employed by the Company in any
                  capacity); provided, however, that the ownership of not more
                  than one percent (1%) of the stock of any publicly traded
                  corporation shall not be deemed a violation of this covenant;
                  and

            b.    The Employee agrees that during the term of this Agreement and
                  at all time thereafter the Employee will not disclose any
                  confidential information relating to the Company that the
                  Employee has knowledge of, including, but not limited to,
                  business and corporate information, trademarks, manufacturing
                  processes and

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                  financial data (collectively, the "Confidential Material"),
                  except that in the event that the Employee is requested or
                  required (by subpoena, interrogatories, requests for documents
                  or information or similar process) to disclose any
                  Confidential Material, it is agreed that both parties will
                  cooperate and provide prompt notice of such request(s). If, in
                  the absence of any protective order or the receipt of a waiver
                  hereunder, the Employee, in the opinion of legal counsel, is
                  legally required to disclose Confidential Material to any
                  tribunal or else stand liable for contempt or suffer other
                  censure or penalty, he may disclose such information to such
                  tribunal without liability hereunder. Excluded from the term
                  Confidential Material is any material that has been publicly
                  issued or is readily available to the public.

12.   Change of Control

      For purposes of this Agreement, a change of control of Denison shall be
      deemed to have occurred if and when (a) any person or group of persons
      acting in concert shall have acquired ownership of or the right to vote or
      direct the voting of shares of capital stock of the Company representing
      sixty percent (60%) of the total voting power of the Company, or (b) the
      Company shall have merged into, consolidated or formed a joint venture of
      any type, with any corporation or organization, or merged another
      corporation or organization into the Company, on the basis whereby less
      than sixty percent (60%) of the total voting power of the surviving
      corporation is represented by the shares held by the former shareholders
      of the Company prior to such merger or consolidation, or (c) the Company
      shall have sold substantially all of its shares or assets to another
      corporation or organization or person. In the event of such change in
      control of Denison during the term of this Agreement, should the Employee
      leave the employ of Denison or the successor company, for whatever reason,
      within twelve (12) months after the change in control, the Employee shall
      be entitled to the following:

            a.    A lump sum payment from the Company or its successor equal to
                  the greater of (i) his annual Compensation immediately prior
                  to the change of control, plus his annual Compensation
                  immediately prior to the change of control multiplied by the
                  maximum annual bonus award percentage as approved by the
                  Compensation Committee of the Denison Board of Directors, or
                  (ii) his annual Compensation on the date employment with the
                  Company or the successor company terminates, plus his annual
                  Compensation on the date employment with the Company or the
                  successor company terminates multiplied by the agreed upon
                  maximum annual bonus percentage then in effect.

            b.    Full participation in the employee health plan of the Company
                  or the successor company on the same terms as applied to the
                  Employee and his dependents immediately prior to his
                  termination of employment for a period of six (6) months,
                  followed by all rights as granted under COBRA after the
                  initial six-month period. Except as required by COBRA or other
                  applicable law, the provisions of this section 12(b) shall
                  terminate should the Employee successfully secure employment
                  with another company or organization that includes the
                  Employee's participation in an employee health benefits
                  program.

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13.   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
      rules of the American Arbitration Association for labor and employment
      disputes, and judgment upon the award rendered by the arbitrator shall be
      deemed to possess the power to issue mandatory orders and restraining
      orders in connection with such arbitration; provided, however, that
      nothing in this section of this Agreement shall be construed so as to deny
      the Company the right and power to seek and obtain injunctive relief in a
      court of equity for any breach or threatened breach by the Employee of the
      Employee's covenants contained in this Agreement. The arbitration panel
      shall have no authority to award punitive damages. Such arbitration shall
      be conducted before a panel of three persons, one chosen by each party and
      the third selected by the two party-selected arbitrators. The award issued
      by the arbitration panel may be confirmed in a judgment by any federal or
      state court of competent jurisdiction. All reasonable costs of both
      parties, as determined by the arbitrators, including but not limited to
      (a) the costs, including reasonable attorneys' fees, of the arbitration;
      (b) the fees and expenses of the AAA and the arbitrators and (c) the
      costs, including reasonable attorneys' fees, necessary to confirm the
      award in court shall be allocated between the parties by the arbitration
      panel.

14.   Governing Law

      This Agreement shall be governed by and construed in accordance with the
      laws of the state of Ohio, without giving effect to conflicts of laws
      principles thereof which might refer such interpretations to the laws of a
      different state or jurisdiction.

15.   Successors and Assigns

      The rights and obligations of the Company under this Agreement shall inure
      to the benefit of, and shall be binding upon, the Company and its
      successors and assigns.

16.   Notices

      Any notice to be given under this Agreement must be in writing and will be
      deemed duly given (a) when personally delivered and receipted for, or (b)
      two (2) business days after having been dispatched by a nationally
      recognized overnight courier service addressed to the parties at the
      following addresses, or at such other address as is given in writing by
      either party to the other as follows:

            To Employee:                   Mr. Bruce A. Smith
                                           P.O. Box 1886
                                           Powell, Ohio 43065

            To the Company                 Denison International plc.
            or the Board of Directors:     c/o Mastershouse
                                           107 Hammersmith Road
                                           London W14 0QH
                                           United Kingdom

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17.   Severability

      If any provision of this Agreement or its application to any circumstances
      shall be determined by any court of competent jurisdiction to be
      unenforceable to any extent, the remainder of this Agreement or the
      application of such provision to other circumstances shall not thereby be
      affected; and each provision of the Agreement shall be valid and enforced
      to the fullest extent permitted by law.

18.   Waiver

      No waiver by the Company or the Employee of any failure by the Employee or
      the Company, respectively, to keep or perform any provision of this
      Agreement shall be deemed to be a waiver of any preceding or succeeding
      breach of the same or other provision.

19.   Amendment

      No addition to, or mediation of, this Agreement shall be of any force or
      effect unless in writing and signed by or on behalf of both parties.

20.   Counterparts

      This Agreement may be executed by the parties hereto in separate
      counterparts, each of which when so executed and delivered shall be an
      original but all such counterparts together shall constitute one and the
      same instrument.

Denison International plc has caused this Employment Agreement to be executed
and delivered by a duly authorized officer, and Bruce A. Smith has executed and
delivered this Agreement.

DENISON INTERNATIONAL PLC

By:  /s/ J. Colin Keith
    ---------------------------------------------------

Its: Chairman
    ---------------------------------------------------

Date: July 16, 2003
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BRUCE A. SMITH

By:  /s/ Bruce A. Smith
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Date: July 16, 2003
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