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                                       IAM
                                    AGREEMENT
                                   1998 - 2001


                             ARTICLE I - RECOGNITION

1       ALTEC International (hereinafter referred to as the "Company")
        recognizes Local Lodge 2191 of District Lodge 66 of The International
        Association of Machinists and Aerospace Workers, AFL-CIO (hereinafter
        referred to as the "Union") as the sole and exclusive bargaining agent
        for its employees at its La Crosse, Wisconsin manufacturing facility for
        the purpose of collective bargaining with respect to the wages, hours
        and working conditions of said employees.

2       As used in this Agreement, the terms "employee" and "employees" shall
        include all production and maintenance employees, including all craters,
        receiving clerks and toolroom employees, but shall exclude all
        administrative employees, factory office clerical employees, engineers
        and technical employees, standards and factory cost department
        employees, professional employees, guards, safety inspectors, nurses,
        student trainees and all supervisory employees as defined in the Labor
        Management Relations Act.

3       Employees in the above excluded jobs are not covered by this Agreement;
        but if employees currently in such jobs subsequently take other jobs
        within the coverage of this Agreement, then such employees shall be
        eligible to membership in the Union upon such notification to them by
        the Company.

4       This Agreement shall be binding on any and all successors and assigns,
        who by purchase, lease, transfer of stock or merger, acquire control of
        the Company's manufacturing facility in La Crosse, Wisconsin.

                           ARTICLE II - UNION SECURITY

5       Employees eligible for Union membership as defined in this Agreement
        shall be required at the expiration of their probationary period to
        become and remain members of the Union in good standing with respect to
        the payment of uniformly levied initiation fee and periodic dues as a
        condition of employment.

                               ARTICLE III - HOURS

                            REGULAR WORK DAY AND WEEK

6       Eight (8) hours shall constitute a regular day's work and not more than
        forty (40) hours shall constitute a regular week's work. The regular
        work week will begin at 11:00 p.m. on Sunday and will end on Friday.


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                                   SHIFT HOURS

7       The shifts may consist of one day and two night shifts.  The regular
        working hours are as follows:

        3rd Shift 11:00 P.M. to  7:00 A.M.
        1st Shift  7:00 A.M. to  3:00 P.M.
        2nd Shift  3:00 P.M. to 11:00 P.M.

        Third shift weekly start will be 11:00 P.M., Sunday.

8       Regular Lunch Periods.

        1st Shift 11:30 A.M. or 12:00 Noon
        2nd Shift  8:30 P.M. or  9:00 P.M.
        3rd Shift  4:00 A.M. or  4:30 A.M.

        All employees are assigned to a three shift basis and will have a paid
        15 minute lunch period starting at one of the times listed above in this
        paragraph.

                              ARTICLE IV - OVERTIME

                                     GENERAL

9       Union members will cooperate in working of necessary overtime; however,
        an employee shall have the right to refuse to perform overtime work
        where the Company is able to secure someone else who is experienced to
        perform the work.

10      An employee shall have the right to refuse to accept overtime work
        whenever they have a reasonable excuse or where the length of time is so
        excessive so as to endanger their health.

11      It shall be the policy of the Company to ask for overtime before 12
        o'clock for the day shift - 9 o'clock for the second shift and the day
        before for the third shift for daily overtime. In no event shall a first
        or second shift employee be required to work Saturday when notification
        is given later than the end of the employee's Thursday shift nor where
        the Saturday shift is more than five (5) hours. For first and second
        shift employees, the Company will schedule consecutive 5-hour shifts on
        Saturday and/or Sunday except production needs require another schedule.
        When two shifts are being scheduled, the first and second shifts will be
        scheduled for the same number of hours. Third shift employees will not
        be required to work Saturday when notification is given later than one
        hour after the beginning of the Thursday shift. The normal Saturday or
        Sunday shift for third shift employees is eight (8) consecutive hours.
        If a change in schedule is necessary, the area committeeman will be
        notified and given the reason for such deviation - this will be done
        before the deviation whenever possible. 1st and 2nd shifts will have the
        right to work five (5) hours starting on their regular Saturday and
        Sunday shift, since the regular shift on weekends is five (5) hours.



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                                OVERTIME PREMIUM

12      All hours  worked in excess of eight (8) in a work day will be paid at
        one and one-half (1-1/2) times the regular straight time hourly rate.

13      When an employee works hours prior to or after their normal shift they
        will be paid overtime at time and one-half. The exception to this is
        when an employee requests earlier starting and stopping time and the
        Management agrees, then the Company is not obligated to pay overtime
        hours before or after their regularly scheduled shift.

14      The Management has agreed to pay double time for all overtime hours
        worked which exceed sixteen (16) hours in any one week with the
        understanding with the Shop Committee that the Management has a right to
        replace the employee that is working and has put in sixteen (16) hours
        overtime. The Management will make the transfers in such cases. The
        Management will replace the employee with an employee from within the
        department as follows:

        1. With an employee from the same department and shift.

        2. If possible with an employee from the same department on another
           shift.

        3. Where employees for replacement are not available within the
           department, employees capable of performing the work will be
           transferred in from other Departments.

        Hours worked on a day observed as a holiday under this Agreement will be
        included in such sixteen (16) hours under this paragraph.

                            SATURDAY AND HOLIDAY PAY

15      All Saturday work shall be paid for at the rate of one and one-half
        (1-1/2) times the hourly rate including third shift Saturday work which
        starts at 11:00 p.m. on Friday. All work done on Sunday and legal
        holidays shall be paid for at the rate of double time except where a
        regular third shift starts on a Sunday or a holiday and then the regular
        working hours shall be compensated at the applicable regular rate.

                                OVERTIME CHARGING

16      An employee's overtime record shall be credited with overtime when they
        are asked whether they work or not. If the department works overtime, an
        absent employee's overtime record shall be charged with any overtime for
        which they would have been eligible had they not been absent, including
        an employee on vacation or sick leave.

        An employee on a day-at-a-time vacation when overtime is scheduled but
        who returns before the overtime is worked shall be asked for that
        overtime if such employee is eligible and qualified. If such employee
        replaces another employee, the employee being replaced is not charged
        for that overtime. An employee's absence on Thursday will not jeopardize
        that employee's rights to weekend overtime if they return to work on
        Friday. However, it will be the employee's responsibility to communicate
        with management no later than the start of the lunch period of their
        Friday shift to determine if weekend overtime is available.


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        Where the applicable rate of pay is time and one-half, the employee will
        be charged with one and one-half hours overtime for each overtime hour.

        Where the applicable rate of pay is double time, the employee will be
        charged with two hours overtime for each overtime hour.

        An employee asked to work overtime after the deadlines defined in
        Paragraph 11, where the overtime is in a department or shift other than
        their own, will not be charged with such overtime refused but will be
        charged if they work such overtime.

        An employee who is asked to work additional overtime while working a
        weekend overtime shift, will not be charged for such additional overtime
        if refused, but will be charged if they work such additional overtime.

        Telephone offers of overtime where management reaches the employee are
        charged whether or not the overtime is worked. Where a message is left
        with someone other than the employee, and the employee fails to work,
        the overtime will not be charged. All work, or refusal of work, on a day
        observed as a holiday under this Agreement is charged.

        An employee who accepts an overtime assignment but fails to report for
        and work such assignment without being excused by management will be
        charged at double the rate charged if the overtime were worked, starting
        with the second such instance. Starting with the third such instance,
        the employee will be charged triple the rate charged if the overtime
        were worked.

        No double charge or triple charge will be made for an overtime
        assignment missed due to hospitalization of the employee or death or
        hospitalization of a member of the employee's immediate family.

17      When an employee is transferred to a different Department, they will get
        the average overtime for that Department. When they are transferred back
        to their Home Department, they will receive the overtime average of
        their Home Department.

                              OVERTIME DISTRIBUTION

18      The supervisor will keep daily records of all overtime worked by the
        employees. In order that the overtime within the various departments is
        distributed as evenly as possible, those with the least amount of
        overtime shall be asked to work first among those qualified to do the
        work. It is recognized that an employee may be qualified to do the
        overtime work without holding the applicable job classification. If an
        employee is eligible for overtime but declines the hours that are
        offered, the overtime may be offered to the next qualified employee. The
        foreman's copy of the overtime record will be posted at the foreman's
        desk and kept as current as possible. The names and work centers, where
        applicable, of those scheduled for weekend overtime work in the
        department and shift will be displayed in the department area by the
        supervisor prior to the overtime work to permit checking by employees so
        they may determine before the overtime is worked if any errors in
        selection have been made. This information is to be used by employees to
        point out any overtime assignment errors to the supervisor before the
        overtime is worked, wherever possible. When an entire shift in a
        department is scheduled for weekend work, a notice displayed to that
        effect need not include names and work centers.


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19      The Company will  continue its practice of  distributing  overtime as
        equally as possible on the shift in a department.

        It is further agreed that the Company will maintain as close a balance
        of overtime hours among the shifts within a department as production
        necessities and individual skills allow.

                  OVERTIME ENTITLEMENT ON TRANSFER OR PROBATION

20      A transferred employee shall have to work five (5) days before they are
        entitled to overtime. However, they may work if all other people in the
        Department have been asked.

21      Probationary employees will not be asked to work until all employees
        with seniority working in the department and on the shift, including
        transferred employees, have been asked to work; except that when all
        employees in the department on all shifts who are qualified for the work
        involved have been asked to work and more employees are needed,
        qualified probationary employees may be asked.

                              ARTICLE V - HOLIDAYS

                                  PAID HOLIDAYS

22      All employees on the seniority list shall receive eight (8) hours pay at
        their regular straight time hourly rate inclusive of shift premiums for
        the following holidays: New Year's Day, Good Friday, Memorial Day,
        Fourth of July, Labor Day, Thanksgiving Day, day after Thanksgiving Day,
        December twenty-fourth, Christmas Day and December thirty-first,
        providing the employee has worked a major part of their last scheduled
        work day before and the major part of their first scheduled work day
        after the holiday, providing such days are in the same work week as the
        holiday; except where this work requirement is specifically waived by
        the Company for reasons of personal urgency.

23      When December twenty-fourth and December thirty-first fall on Saturday
        or Sunday, the holidays will be observed on the preceding Friday. When
        any other holiday listed above falls on Saturday, it will be observed on
        the preceding Friday.

                      ON LAYOFF AND SICK OR MILITARY LEAVE

24      Employees who have been laid off in a reduction of force during the work
        week prior to or during the week in which the holiday falls shall
        receive pay for such holiday.

        In the event one of the paid holidays falls during an employee's
        vacation, they have the option of substituting the day(s) before or the
        day(s) after their vacation for said holiday(s).

25      Employees  who go on sick  leave  during  the work week  prior to or
        during  the week in which the  holiday falls shall receive pay for
        such holiday.

        Employees who go on military leave during the first or second work week
        prior to or during the week in which the holiday falls shall receive pay
        for such holiday.


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                        ARTICLE VI - OTHER PAY PROVISIONS

                                  CALL BACK PAY

26      Any employee called back for work outside their regularly scheduled
        hours shall receive not less than two (2) hours pay at their applicable
        rate.

                                  REPORTING PAY

27      When an employee reports for work and no work is available, they shall
        be paid up to four (4) hours at their regular straight time rate for the
        time lost during the first half of their shift unless they were notified
        in advance of the starting time of their shift not to report for work.
        However, if stoppage of work is due to fire, lightning, failure of power
        lines or other causes beyond the Company's control no payment for lost
        time shall be made.


28      The Management agrees that an employee shall be notified when not to
        report for work by either, the supervisor of their department, the
        Personnel Department or the Management, provided the employee has
        furnished the correct phone number to the Company. If the correct phone
        number is not provided and the employee cannot be contacted, no
        reporting pay will be paid.

                             TIME LOST DUE TO INJURY


29      If it has been established that an injury to an employee has arisen out
        of and in the course of their employment with the Company, and the
        employee is instructed by the Medical Department to receive outside
        treatment for the injury during the current shift, they will be paid for
        time necessary to obtain such treatment. If follow-up outside treatment
        is required which cannot be scheduled outside the employee's regular
        working hours, the employee will be paid up to two (2) hours at their
        regular straight time hourly rate for time lost from their regular
        working hours for any such follow-up visits.

30      In the event an employee is instructed by the Medical Department to
        receive subsequent outside treatment during their regular shift because
        of their inability to continue work due to the original injury, they
        will be paid for time necessary to obtain such treatment.

31      In any case in which an employee believes outside treatment for the
        injury is necessary during their regular working hours even though the
        Medical Department has refused to instruct them to receive such outside
        treatment, the employee may at their option leave work to receive
        outside treatment. Should it be determined that the treatment was
        necessary in order the employee continue work or if it is determined
        that they are unable to continue work, the employee will be paid for the
        time lost from their regular working hours in accordance with Paragraphs
        29, 30, and 32.


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32      If the employee loses time and the attending physician determines they
        is physically unable to work the balance of the shift on which they
        received outside treatment due to the severity of the injury, they shall
        be paid for the balance of that regular shift, but not to exceed eight
        (8) regular hours, upon furnishing proof of the physician's
        determination. If an employee is injured while working in the plant and
        such injury arises out of and in the course of their employment, and the
        injury is of such nature as to prevent the employee's return to work for
        an initial period of three (3) or more consecutive calendar days
        excluding Sunday or paid holiday or vacation following the day of
        injury, then the Company will pay such employee a sum equal to the
        current sickness and accident daily benefit rate for each of such three
        (3) days; provided however, that such payment shall not be made if the
        Workmen's Compensation carrier of the Company is required to pay the
        employee Workmen's Compensation for the three (3) day period following
        the day of injury.

33      Under the following circumstances the Company will pay for up to two and
        one-half (2-1/2) hours for working time lost by an employee on Monday:

        1. An employee is injured at work on a Saturday and obtains outside
           treatment.

        2. An injured employee is instructed by their doctor to report for
           medical evaluation on the following Monday morning before going to
           work.

        3. The employee notifies their supervisor in advance that they won't be
           in on time.

        4. The employee reports for work on the Monday involved before 9:30 a.m.

                                   BEREAVEMENT

34      An employee with seniority, who is working at the time, will be granted
        three (3) regular working days off with pay in the event of a death in
        the employee's immediate family. Immediate family is defined as the
        employee's wife, husband, father, mother, son, daughter, brother,
        sister, father-in-law or mother-in-law. An employee may take the time
        off with pay later than the day of death or funeral if circumstances
        warrant and are a direct result of the death. An employee with
        seniority, who is working at the time, will be granted one (1) regular
        work day off with pay to attend the funeral of a grandparent or
        grandchild of the employee.

                                    JURY DUTY

35      An employee with seniority shall be excused from work on a work day on
        which they are called to perform jury service in a court of record,
        provided they give prior notice to the Company.

36      An employee with seniority who is excused from work for jury service and
        who furnishes the Company with a statement from the court with regard to
        jury pay received and time spent on jury service will be reimbursed by
        the Company as follows:

        1.   All employees will receive eight (8) hours pay at their regular
             straight time rate including all applicable premium pay less the
             amount received as jury pay for each day they are called to serve
             as a juror.

        2.   A day of jury duty is defined as any day for which the employee is
             required to appear regardless of having served, certified by
             written statement from the court.


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                             ARTICLE VII - SENIORITY

37      It shall be the policy of the Company to recognize seniority. To
        accomplish this, there shall be one seniority list covering all
        employees in all production departments. Where two or more employees
        gain seniority on the same day, their relative seniority shall be
        determined by last name alphabetical sequence with, for example, an
        employee whose last name begins with "A" being regarded as senior to one
        whose last name begins with "B". Last name changes due to marriage, etc.
        which occur after the day on which an employee gains seniority shall not
        affect seniority.

        In the event that, before June 1, 1988, a person who, as of the
        effective date of this agreement, is an employee of the Trane Company
        temporarily assigned to ALBRAZE International (ALTEC International) the
        ALBRAZE (ALTEC) seniority date of said person will be January 5, 1986.
        Notwithstanding the provisions of Paragraph 39, above, the relative
        seniority of employees whose ALBRAZE (ALTEC) seniority date is January
        5, 1986 shall be determined by the among of Trane Company seniority
        which they possessed as of the effective date of this Agreement.

                               PROBATIONARY PERIOD

38      An employee shall have no seniority rights until the completion of their
        probationary period. The probationary period shall consist of sixty (60)
        actual days worked. This calculation does not include overtime outside
        the normal schedule. The date given the employee for their seniority
        standing will be the day following the end of their probationary period.

39      An employee shall lose their seniority rights for the following reasons:

        1. If they shall voluntarily terminate their employment with the
           Company.

        2. If they have been discharged for just cause.

        3. After being laid off, if an employee fails to report for work
           within five (5) days after being notified by the Company, through
           the Personnel Department by Certified letter, provided, however,
           that no employee shall lose their seniority rights if their failure
           to so report is the result of sickness or causes beyond their
           control, in which case the employee shall furnish written proof as
           to that fact.

        4. If for any reason an employee has had twenty-four (24) consecutive
           months of unemployment with the Company or a period equal to
           one-half (1/2) of their seniority, whichever is greater.


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                                     LAYOFF

40      When it becomes necessary to reduce the working forces, the last
        employee on the plant seniority list shall be the first employee laid
        off, etc., and the last employee laid off shall be the first employee
        recalled, etc., except as hereinafter provided. Before any layoffs or
        recalls of any employees occur, a list of employees to be laid off or
        recalled will be presented to the Shop Committee as to the employees
        laid off or recalled and the effect on seniority; but this shall not in
        any way interfere with the right of the Company to reduce its force.

                      EXEMPTIONS AND DEVIATIONS FROM LAYOFF

41      All welders, electricians, and toolroom employees are exempt from the
        seniority clause as to layoff as long as they are needed on their
        exempted jobs. It is understood that an exempted employee must have
        demonstrated the capability to perform the required job. If the Company
        replaces an employee exempted in one of the above jobs with an older
        qualified employee, the exempted employee will be laid off.

42      Deviations from straight plant seniority in addition to those listed
        above can only be made for justifiable reasons, that is, when an
        employee's qualifications are essential on available work and no senior
        employee not subject to layoff has the necessary qualifications. The
        Company will specify such exemptions to the Shop Committee sufficiently
        in advance of the layoff giving the specific reasons for such deviations
        in each case. The Company will endeavor to find alternate qualified
        employees not subject to layoff for such exempted employees to replace
        those so exempted. The Company will not be required to make more than
        two transfers to replace one employee under this paragraph.

43      The parties may discuss from time to time the problem of deviations from
        seniority on layoff.

44      If the Union does not agree with certain exemptions, the Company and the
        Shop Committee shall make every effort to resolve their differences
        before resorting to the grievance procedure.

                                  LAYOFF NOTICE

45      When layoffs, because of lack of work, are in accordance with straight
        seniority, the employees affected shall be given three (3) working days
        notice before being laid off for a period of two (2) weeks or more. It
        is further agreed that in case of material shortages resulting from
        conditions beyond the Company's control, the three (3) days' notice
        provision will be waived. Employees exempted from layoff who are to be
        laid off because they are no longer needed on the work for which they
        are exempted may be laid off without notice. However, first and second
        shift exempted employees will work to the end of the shift in which
        layoff notice is given. Paragraph 27 will apply to third shift exempt
        employees who are to be laid off without notice.


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                                 ONE DAY LAYOFFS

46      Layoffs, due to lack of work or material shortages, will be made by
        seniority in a department, provided such a layoff does not exceed eight
        (8) hours in any one week. For any layoff in excess of eight (8) hours
        in any one week, the procedure set forth in Paragraphs 40-44 will be
        followed. This paragraph is not intended to be used to establish a
        regular work week of less than five (5) days for the employees in any
        department, and shall be applied in such a way that no employee is
        affected in their department more than six (6) times nor more than three
        (3) consecutive weeks in a twelve (12) month period. The Union Committee
        will be notified in advance of any layoff under this paragraph.

                                    INVENTORY

47      In the event that production is interrupted due to the taking of
        inventory, the parties will meet to discuss appropriate work
        assignments.

                             ARTICLE VIII - TRANSFER

                              REQUESTS FOR TRANSFER


48      All requests for permanent transfers by employees may be granted by the
        mutual consent of the Shop Committee and Management. The selection of
        employees shall be based upon the Job Selection Guidelines.

49      When an employee is granted a job or department transfer at their own
        request they shall have a trial period of up to thirty (30) days. The
        exception to the foregoing sentence is in cases where an extension of a
        trial period, due to skills is requested by the Company or the Union,
        and such extension is agreed to by the Company and the Union. they will
        receive the rate of the job they are performing while on transfer if
        they are qualified. If it is decided to make the transfer permanent, the
        employee will be given a rating for which they are qualified.

        1.   When such request is made, the Union and the employee and the
             supervisor will receive a written notification.

        2.   In the event that an employee is accepted for training on a job
             with a labor grade higher than their present job they shall, when
             they complete the trail period, be paid the time and grade rate of
             the new job which is closest to but not less than their time and
             grade rate on their former job.

        3.   It is agreed that in cases where an employee has upgraded to a
             higher skilled job and as a result would receive lower progression
             rate, such employee would not receive less in the new posting
             (upgrade) than they would in their old position. This inconsistency
             results from the increases to the maximum rate level for each
             position. Each situation would be dealt with individually. No
             change will be made to the progression levels in the rate
             structure.

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                                FORCED TRANSFERS

50      When an employee is forced to accept a permanent job or department
        transfer due to a shortage of work, material, manpower, etc., such
        employee shall carry their present classification rate for a period of
        six months. An employee will receive the rate of the job they are
        performing while on transfer if they are qualified and if the rate is
        higher. After six (6) months the employee will be given a rating in the
        new department for which they are qualified.

        If, up to three (3) months from the employee's date of forced transfer a
        position opens up in their home department, the employee will have the
        option to return to their home department, if they are qualified for the
        position.


                               SENIORITY PRINCIPLE

51      It shall be the policy of the Company to follow the principle of
        seniority whenever skill is not a consideration when moving transferred
        employees out and returning employees to their home department.
        Employees will be transferred from their home department by inverse
        seniority regardless of shift assignment provided the remaining
        employees are qualified to perform the work.

        When it is necessary to transfer employees and the position to be
        transferred to is a job of a higher labor grade than in the department,
        employees are to be transferred by seniority. Senior employees will be
        offered said transfer prior to junior employees being forced to
        transfer, provided the remaining employees are qualified to perform the
        work. Transferred employees will be returned to their home department on
        the basis of seniority whenever skill is not a consideration.


                       EXCEPTION FOR UNION REPRESENTATIVES

52      1.   A department steward or a member of the Shop Committee will not
             be transferred from their home department nor subject to being
             replaced on their shift. This provision shall not be construed to
             give extra seniority to such representative in the event of a
             layoff, nor to prevent such Union Representative from exercising
             their seniority.

        2.   In the event the selection of a safety steward is other than a
             department steward, the language of paragraph #1 above will apply
             to said safety stewards.


                       CALLING BACK TRANSFERRED EMPLOYEES

53      When it is established that there is a need for additional personnel for
        ten (10) working days or more in a Department, with employees out on
        transfer such employees will be returned to their Home Department to
        fill the need in accordance with Paragraph 51 unless such need is being
        met temporarily by an employee with physical limitations who is unable
        to perform their normal duties. Such needed employees will be returned
        to their home department as soon as possible but not later than thirty
        (30) calendar days. Presence of a physically limited employee in a
        Department will not result in a senior employee on transfer losing their
        rate or job.

54      Except where production needs reasonably require otherwise, employees
        shall not be placed in a department where employees are transferred out
        prior to returning those on transferred back to their home department by
        seniority.


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        It is recognized that in order to use the work force efficiently and
        keep people working in so far as possible, the company requires
        flexibility in farming or transferring employees for a period of time,
        due to the reduction of work in the Home Department, or their specific
        skill is needed in another department, or because of the production need
        of another department. The farming of an employee shall be by inverse
        seniority by shift, and will not exceed 10 working days.


                               WAGE RATE HANDLING

55      When an employee is transferred into a job classification they
        previously carried, they shall receive the rate for that job
        retroactively, after accumulating five (5) full days, provided such a
        rate is higher than they are carrying. If they continue on the job for a
        period of six (6) months, their short term rate shall become their new
        classification.


                               NOTICE OF TRANSFER

56      The Company will endeavor to give each employee a Notice to Report Form
        on the day preceding the transfer or shift change by 12:00 P.M. (noon)
        on the first shift, 9:00 P.M. on the second shift and 4:45 A.M. on the
        third shift.


               NEW TECHNOLOGY, PRODUCT TRANSFER OR DISCONTINUANCE

57      The Company and the Union agree that it is to both their mutual benefit
        and a sound economic and social goal to utilize the most efficient
        machines, processes, methods and/or materials. In this way, the Company
        will be able to compete effectively in the market place and, thereby,
        provide economically secure jobs for its employees.

58      When the Company changes technology, transfers a product line or a
        portion thereof from La Crosse, or discontinues the manufacture of a
        product line or portion thereof at La Crosse, or merges two or more
        departments and as a result of such action a department is dissolved or
        a major portion of the regular employees in such department are no
        longer needed on their jobs, each employee in the department whose job
        is abolished because of this action will be subject to the following
        procedure:

        1.   Prior to the implementation of any of the above, the Company will
             meet with the Union to discuss the impact.

        2.   The Company agrees to train displaced employees within a reasonable
             period of time (6 months or less) for available positions.

        3.   Employees in classifications and areas will be handled in a manner
             consistent with marginal paragraph 50 of the agreement.


                                      12


<PAGE>




                                 NEW DEPARTMENT

59      A new department is created when a new product line is originally
        manufactured in a separate plant area, and such department is assigned a
        new department number. When a new department is created, the Company and
        the Union will agree upon a procedure for the distribution of
        information regarding the department and the minimum requirements
        therefore. The selection of the employees will be made in accordance
        with Paragraphs 48 and 64 and the provisions of Paragraph 49 shall also
        apply.

        The Job Selection Guidelines will be the determining factor when
        making the selection.

                                    UPGRADING

60      1.   The Company will continue to upgrade employees to higher skilled
             jobs where possible to do so. The fact that an employee is
             proficient on their current job will not in itself be the cause to
             prevent their being upgraded to a higher skilled job.

        2.   When a successful bidder is selected to report to the posted/notice
             job they can be held up to thirty (30) days in their current job.
             If it is necessary to hold the employee beyond the thirty (30)
             days, the employee will be reimbursed for any monetary loss upon
             the successful completion of the training/trial period for the new
             job.


                    TRANSFER TO LIGHTER WORK AND INCAPABILITY

61      When a senior employee, who is at the time working, requests a transfer
        to light work, or the Company determines that such an employee can no
        longer perform their job due to advanced age, physical incapacity or is
        incapable of performing their regular job, the Company and the Union
        will discuss the problem with the intent of:

        1. Assigning them to available work which they are able to perform and
           which needs to be performed, and

        2. Paying for such work at the wage rate of the job they would be
           performing.

        It is understood that the above does not obligate the Company to make
        work for an employee or to assign an employee to work which they cannot
        perform satisfactorily.


                     LEAVING OR RETURNING TO BARGAINING UNIT

62      Any member of the bargaining unit who has been promoted or transferred
        or is promoted or transferred to a position outside the bargaining unit
        described to a position outside the bargaining unit described in Article
        I shall maintain the amount of seniority they had at the time of such
        promotion or transfer and will not continue to accumulate seniority
        within the bargaining unit.


                                      13


<PAGE>




        Should such employee request to return to the bargaining unit or should
        the Company decide to return such employee to the bargaining unit, they
        will be reinstated with the amount of seniority they maintained at the
        time of their promotion or transfer. The Company agrees that it will not
        return employees to the bargaining unit for the purpose of temporarily
        reducing the staff of non-bargaining unit employees. When such employee
        returns to the bargaining unit, their job and department assignment will
        be at the discretion of the Company. The Union will be notified of the
        job and department assignment five (5) days prior to such assignment
        wherever possible. However, they will not be placed in a department
        where their assignment would cause the transfer of a regular department
        employee then working in the department or where there are employees out
        of such department on transfer, or where there is not a need for them in
        the department for at least ten (10) working days. Furthermore, upon
        return to the bargaining unit, such an employee will be assigned a labor
        grade no higher than the highest they held in the three-year period just
        prior to their promotion from the bargaining unit.

63      Nothing, however, contained in Paragraph 61 shall be construed as
        limiting the Company's right to discharge any employee promoted or
        transferred from the bargaining unit for cause.

        Should any employee who has been promoted or transferred from the
        bargaining unit and then returned to the bargaining unit under the above
        procedures, be subsequently again promoted or transferred from the
        bargaining unit, they will lose all seniority status ion the bargaining
        unit on the date of such promotion or transfer.

        An initial temporary vacation replacement assignment of up to 3 months
        outside the bargaining unit will not be counted toward the limitations
        of this paragraph.


                              TRANSFERS NOT COVERED

64      All transfers not covered elsewhere in this Agreement shall be discussed
        with the Shop Committee before such transfers are made.


                          ARTICLE IX - SHIFT TRANSFERS

                     VOLUNTARY SHIFT EXCHANGE (UP TO 1 WEEK)

65      Voluntary shift exchanges which are approved by management will be
        permitted between two (2) employees in the same department on a
        temporary basis (up to 1 week) if such exchange conforms to the
        Walsh-Healey Act and does not cause overtime payments. No changes in
        night shift premium will be made for either employee involved in
        temporary shift exchange under this paragraph.


                   VOLUNTARY SHIFT EXCHANGE (MORE THAN 1 WEEK)

66      A request for an exchange of shifts - for up to one (1) year by two
        employees in the same department will be permitted providing:


                                      14


<PAGE>




        1.   Neither employee puts in more than eight (8) hours in a 24-hour
             period in making the exchange, to conform with the Walsh-Healey
             Act.

        2.   Neither of the employees making the exchange may do so again within
             a period of one (1) year.

        3.   The qualifications and experience of both employees are relatively
             equal.

        4.   Such request must be in writing to the Company, signed by the
             employees involved, specifying the duration of the voluntary shift
             exchange, with a copy to the Union.

        5.   With respect to this paragraph, all other provisions of this
             Agreement shall apply.


                                SHIFT PREFERENCE

67      An employee upon attaining  seniority may replace a junior  employee in
        the same skill on a different shift in the same department subject to
        the following:

        1.   When an employee gains seniority they can be replaced by a senior
             employee.

        2.   Where the senior employee is replacing an employee in the same or a
             lower rated labor grade, the Company will in all instances where
             possible train a replacement within three (3) months for the senior
             employee so that they will be able to exercise their shift
             transfer. The training period will start within a one (1) week
             period after the employee's written request is acted on at the
             regular meeting.

        3.   Employees  shall  have the right to change  shifts  under this
             Section no more than (4) times  within each calendar year.


                             TRANSFER TO NIGHT SHIFT

68      When it is necessary to transfer a first shift worker to the second or
        third shift or a second shift worker to the third shift or the starting
        of a second or third shift, the youngest employee by seniority in the
        Department capable of doing the work involved shall be so transferred,
        unless a senior employee has preference to be transferred to the shift
        involved.


                          ARTICLE X - POSTED VACANCIES

69      Should a vacancy occur within the Department due to retirement,
        termination, promotion, etc., the Company will discuss with the Union if
        said vacancy needs to be filled.

        1.   Employees from within the department where the opening is, will be
             offered said openings by seniority before moving to step #2 of this
             paragraph.

        2.   When a vacancy exists, the posting shall indicate the department,
             shift and for information purposes only, an identification of the
             major department functions(s), and a listing of typical labor
             grades in the department.


                                      15


<PAGE>

        3.   If the posted vacancy is filled by an employee from the posted
             department from another shift, this transfer may result in a
             vacancy on their shift, which in that event will be posted. No
             further transfer or postings will be made.

        4.   If the posted vacancy is not filled by someone from the posted
             department, it may be filled by a bidder from another department.

        5.   If an employee, after having received a posted vacancy, returns to
             their home department, a second employee from the original list of
             bidders may be selected to fill the vacancy.

        6.   If an employee is selected for a posted vacancy and subsequently
             returns to their Home Department at their own request, they shall
             be restricted from bidding on another posting for a period of six
             (6) months from the date of transfer to the posted vacancy.

        7.   Vacancies will be filled based on the Job Selection Guidelines
             established and agreed to by the Union and Company.

        8.   When additional personnel are required the Company will post a
             notice.

        9.   The Company and Union will review notices prior to publication.

When an employee is selected for a position and completes the training period,
said employee will be restricted from bidding on another posting or notice for
four (4) months. This is not intended to prevent an employee from bidding on a
higher skilled job during this four (4) month period.

                       ARTICLE XI - RULES AND REGULATIONS

70      1.   Pilfering, which includes the stealing or taking away of any
             Company property (including scrap) without the written permission
             of the Production Manager or their agent is prohibited.

71      2.   Falsification by an employee of their own starting and stopping
             time is prohibited.

72      3.   Carelessness of an employee which contributes to the injury of a
             fellow employee; any act of an employee which does or might
             contribute to the serious injury of an employee, which includes
             fighting on Company property; or any intentional act which results
             in the destruction, the defacing of Company property, or the
             writing of indecent language, drawing obscene drawings on cards,
             bulletin boards, walls, or any other part of the Company property,
             is prohibited.

73      4.   The use or possession of intoxicants or controlled substances on
             the Company's premises or on Company's premises or on Company time
             is prohibited.

74           A VIOLATION OF ANY OF THE RULES AND  REGULATIONS  NUMBERED  ONE
             (1),  TWO (2),  THREE (3), OR FOUR (4) WILL BE CAUSE FOR IMMEDIATE
             DISCHARGE.

75      5.   Those employees who are capable of performing their assigned
             job efficiently and capably, but who fail to do so, will receive
             a written warning, a copy of which will be given to the Shop
             Committee. The employee will be given at least thirty (30) days
             to show satisfactory improvement. If following receipt of the
             written warning, the employee fails to show satisfactory
             improvement, they will, not earlier than thirty (30) days and not
             later than sixty (60) days following such receipt, be given a one
             (1) week suspension. Where an employee's previous service record
             has been good, the length of the suspension may be modified. If
             the employee receives a second written warning with six (6)
             months of the beginning of their suspension, they will be given
             at least thirty (30) additional days to show satisfactory
             improvement. If, following receipt of the second written warning,
             the employee fails to show satisfactory improvement, they may,
             not earlier than thirty (30) days and not later than sixty (60)
             days following such receipt, be discharged. In all cases under
             this rule, an employee's previous Company service record shall be
             given consideration before the discharge penalty is invoked. The
             time periods given in this paragraph are understood to be periods
             "of working time".

                                      16
<PAGE>

                             "WORKING TIME" DEFINED

76      The phrase "working time" referred to in Paragraph 75 of this Agreement
        shall include periods during which the employee is actually working,
        vacations, time lost due to bona fide illness or injury, military
        training, and a consecutive absence of six (6) months or more for any
        reason. Each period of time three (3) months, one (1) year, etc.
        followed by "working time" will in every case terminate no later than
        eighteen (18) months after the date it begins.


                                REPORTING ABSENCE

77   6.   All employees must call into the Central Reporting System when they
          are unable to report for work, unless their absence has been approved
          in advance by their supervisor. Employees calling in to the Central
          Reporting System must give a reason, i.e., personal business, sick,
          injury..., for their absence and the date they expect to return to
          work. Whenever possible, the call to the Central Reporting System
          should be made prior to the start of the employee's shift.


                             EXCUSED ABSENCE DEFINED

78      The following absences will be excused when approved by the Company and
        will not be subject to the progressive discipline procedure:

        1.   Jury duty, military duty, funeral leave, occupational
             illness/injury, supervisory pre-approved leaves of absence,
             vacation, paid holidays, not scheduled for work, Union business,
             sickness, and situations that are caused by extenuating
             circumstances not preventable by the employee.

        2.   Employee must provide medical proof acceptable to the Company upon
             returning to work, if they have excessive absenteeism, as defined
             in Par. 81-3.

        THE FOLLOWING LANGUAGE WILL APPLY WHEN AN EMPLOYEE HAS REACHED THE THIRD
        STEP OF THE UNEXCUSED ABSENCE - DISCIPLINE AS DEFINED IN PARAGRAPH 81 OF
        THE CURRENT LABOR AGREEMENT.


                            UNEXCUSED ABSENCE DEFINED

        Unexcused absence is defined as:

        1.   Failure to notify the Company before the absence or on the first
             day of absence prior to the start of the employees shift except
             where the employee furnishes proof that it was impossible to give
             such required notice, the absence will be unexcused.

        2.   Absence which is not excused by the Company even though it is
             reported on time. An employee having an excessive absentee record
             must furnish proof acceptable to the Company that their absence was
             the result of sickness or causes beyond their control to be excused
             for such absence.


                          UNEXCUSED ABSENCE LIST REVIEW

79.     Six (6) months after an employee is placed on the unexcused absence
        list, a review of their attendance record will be made. If the employee
        has demonstrated a substantial improvement in their attendance record
        during the six (6) month period, they will be removed from the list.

80      In deciding whether an employee with an excessive absentee record shall
        be removed from or continued on the unexcused absence list, the Company
        will not consider those absences properly supported by proof acceptable
        to the Company as required above as reason for continuing the employee
        on the unexcused list.

                                      17
<PAGE>




                         UNEXCUSED ABSENCE - DISCIPLINE

81      Unexcused absences will be subject to the following schedule of
        discipline:

        1.   An unexcused absence for any violation for any regular workday will
             result in a documented verbal warning to the employee for the first
             violation.

        2.   A second unexcused absence within a period of six (6) months from
             the date of the first violation will result in a second documented
             verbal warning.

        3.   A third unexcused absence within a period of six (6) months from
             the date of the second documented verbal warning will result in a
             written warning.

        4.   A fourth unexcused absence within a period of six (6) months from
             the second documented verbal warning will result in a three (3) day
             suspension without pay.

        5.   A fifth unexcused absence within a period of six (6) months from
             the second documented verbal warning will result in a five (5) day
             suspension without pay.

        6.   A sixth unexcused absence within a period of one (1) year from the
             second documented verbal warning will subject the employee to
             immediate discharge.

              CONSECUTIVE REGULAR WORKING DAYS OF UNEXCUSED ABSENCE
                   WILL BE CONSIDERED AS A SEPARATE VIOLATION.


82      7.   1)   Insubordination.

             2)   The refusal of any employee to obey the work orders of their
                  immediate supervisor(s) is prohibited.

             3) Extreme insubordination will be cause for discharge.

83      8.   Any employee who directly or indirectly willfully slows down or
             limits production of himself or another employee, or machine, will
             have violated these Rules and Regulations.

84           ANY VIOLATION OF THE RULES AND REGULATIONS NUMBERED SEVEN (7),
             OR EIGHT (8) SHALL SUBJECT THE EMPLOYEE TO ONE (1) WEEK'S LAYOFF
             WITHOUT PAY FOR THE FIRST VIOLATION AND DISCHARGE FOR THE SECOND
             VIOLATION WITHIN A PERIOD OF ONE (1) YEAR OF WORKING TIME.

85      9.        Being  under  the  influence  of  intoxicants  or  controlled
                  substances  while  on  the  job is prohibited.

86      10.       The employees agree not to loaf during regular working hours.

87      11.       Employees are prohibited from doing other than Company
                  work during working hours, and from using machinery, tools and
                  equipment or Company materials for personal use.

88             ANY VIOLATION OF THE RULES AND REGULATIONS NUMBERED NINE (9)
               THROUGH ELEVEN (11) SHALL SUBJECT THE EMPLOYEE TO A ONE (1)
               WEEK'S LAYOFF WITHOUT PAY AND TWO (2) VIOLATIONS WITHIN THREE (3)
               MONTHS OF WORKING TIME OR THREE (3) VIOLATIONS WITHIN A YEAR OF
               WORKING TIME WILL SUBJECT THE EMPLOYEE TO DISMISSAL.


                                      18


<PAGE>




89      12.  Employees shall be at their work at the designated
             starting and stopping times. Washing up except when designated
             by the supervisor or for safety or hygienic purposes shall be
             done after the designated stopping times.

90      13.  Employees shall observe designated starting and stopping times.

91      14.  Leaving the plant without permission.

92      If an employee's attendance record is good, permission to leave for
        personal reasons will be granted by their supervisor provided the
        request is made not later than one-half (1/2) hour after the beginning
        of their work shift.

        It is agreed that the intent of this paragraph is to enable an employee
        with a good attendance record to leave work to attend to pressing
        matters not readily attended to outside their regular working hours.
        Any abuse of this intent by an employee will be a violation of Rule 14.

        Permission shall be automatically granted in cases of extreme emergency
        (death, serious illness or accident in family, etc.). However, in such
        emergency cases, the employee shall notify their supervisor wherever
        possible before their departure.

93      FOR THE FIRST VIOLATION OF THE RULES AND REGULATIONS NUMBERED TWELVE
        (12) THOUGH FOURTEEN (14), THE EMPLOYEE WILL BE SUBJECT TO A WRITTEN
        WARNING. FOR A SECOND OFFENSE WITHIN SIX (6) MONTHS OF WORKING TIME, THE
        EMPLOYEE WILL BE SUBJECT TO SUSPENSION FOR ONE (1) WEEK. FOR A THIRD
        OFFENSE WITHIN ONE (1) YEAR OF WORKING TIME, THE EMPLOYEE WILL BE
        SUBJECT TO DISCHARGE.

94      The general rules of safety must be observed. Failure to do so will
        incur the penalties as set forth in the Safety Code. The Company will
        cooperate to see that these rules of safety are observed by all
        employees.


                                    TARDINESS

95      If an employee is tardy, they will be excused provided they have a
        reason for their tardiness acceptable to the Company. In deciding on the
        acceptability of such reason, the Company will not act in an arbitrary
        manner.

        An employee who has an unexcused tardy two (2) time or more in a
        calendar month will receive a written warning slip from the Company.
        Receipt of three (3) warning slips within one (1) year will subject an
        employee to a three (3) day disciplinary suspension.

        Receipt of three (3) warning slips within six (6) months of the date
        of the three (3) day suspension warning will result in a five (5) day
        suspension.

        Receipt of three (3) warning slips within six (6) months of the five
        (5) day suspension warning will subject the employee to immediate
        discharge.


                                      19


<PAGE>




                             DISCIPLINE OR DISCHARGE

96      When it is necessary to discipline or discharge an employee for just
        cause, the Company will issue a written notification to the employee and
        to the Union within four (4) working days after the Production Manager
        or designated Company representative has knowledge of the improper
        conduct or performance, unless special investigation is required and the
        Union is so notified. A disciplined or discharged employee must file a
        written grievance within five (5) working days of the foregoing
        notification otherwise the discipline or discharge will be final.


                      WHEN UNION REPRESENTATION IS REQUIRED

97      If a Union employee is summoned into the office to answer a charge of
        violating the rules and regulations, they shall have Union
        representation.

        The Company will maintain an employee assistance program which is
        mutually acceptable to the Company and the Union.


                                   ARTICLE XII

                       GRIEVANCE PROCEDURE AND ARBITRATION

                               GRIEVANCE PROCEDURE

                                    PREAMBLE

 98     It is the conviction of the Parties that prompt and fair handling of
        complaints of employees and charges of violation and provisions of this
        Agreement will lead to more efficient operations and more harmonious
        relations among the employees, the Union and the Company.

        If order to be considered within the grievance procedure a complaint of
        an employee or a charge of violation of this Agreement must be brought
        to the attention of the Company within ten (10) calendar days of the
        event causing the complaint or charge or within ten (10) calendar days
        after the date on which such event should reasonably have become known.


                                      STEPS

 99     STEP 1: Before any complaint of an employee or charge of violation of
        any provisions of this Agreement shall be considered a grievance, there
        shall be a discussion of such complaint or charge between the employee
        and the supervisor or these two and the department steward with an
        attempt to settle it. It is understood that no settlement at Step 1 can
        establish a precedent for future cases. It is further understood that no
        settlement at any Step of the grievance procedure can be inconsistent
        with the provisions of this Agreement.


                                      20


<PAGE>




100     The supervisor will give their answer to the complaint or charge within
        two (2) working days. If the complaint or charge (hereinafter referred
        to as a "grievance") is not carried to Step 2 within three (3) working
        days from the time of the foreman's answer, it shall be considered
        settled.

101     In investigating a grievance and in discussing it with the foreman, the
        department steward will take only such time as is reasonably necessary.

102     STEP 2: If a grievance is not settled at Step 1, the department steward
        shall notify the Shop Chairman. The Shop Chairman may then enter the
        department to investigate the grievance and may discuss it with the
        Production Manager or designated Company representative. If not settled,
        the grievance will then be reduced to writing, signed by the aggrieved
        employee and presented to the Production Manager or their designated
        representative.

        The Production Manager or their designated Company representative will
        forward their written answer on the grievance to the Shop Chairman
        within three (3) working days after their receipt of the written
        grievance.

103     STEP 3: If the grievance is not settled in Step 2, the Union will
        present the grievance to the Manager of Operations within five (5)
        working days after receipt of the Production Manager's or designated
        Company representative's answer. If the grievance is not presented to
        the Manager of Operations within the five (5) working day time limit, it
        shall be considered settled.

        Any grievance involving disciplinary time off or discharge may be
        initiated by the Shop Chairman directly at Step 3.

        Within ten (10) working days after the grievance is presented to the
        Manager of Operations a meeting will be held between the Manager of
        Operations and the Shop Chairman. A representative of the IAMAW may be
        present and participate in this meeting.

        The Manager of Operations will forward their written answer on the
        grievance to the Shop Chairman within five (5) working days after the
        Step 3 meeting.

104     STEP 4: If the grievance is not settled in Step 3, the Union will
        present the grievance to the President of the Company within five (5)
        working days after the receipt of the Manager of Operations' answer. If
        the grievance is not presented to the President of the Company within
        the five (5) working day time limit, it shall be considered settled.

        Within ten (10) working days after the grievance is presented to the
        President of the Company a meeting will be held between the President of
        the Company and another management representative, and a representative
        of the IAMAW and the President of the Local Union.

        The President of the Company will forward their written answer on the
        grievance to the IAMAW representatives within five (5) working days
        after the Step 4 meeting.


                                      21


<PAGE>




105 STEP 5: If no settlement is reached at Step 4, the following will apply:

        1.   If the grievance involves a potentially continuing liability to the
             Company a request for arbitration must be made within seven (7)
             working days following receipt by the Union of the President of the
             Company's Step 4 answer. Such request must be made in writing by
             the IAMAW representative to the President of the Company. If no
             such request is made within the seven (7) working day time limit,
             the grievance will be considered settled.

        2.   If the grievance does not involve a potentially continuing
             liability to the Company, a request for arbitration must be made
             within sixty (60) calendar days following receipt by the Union of
             the President of the Company's Step 4 answer. Such request must be
             made in writing by the IAMAW representative to the President of the
             Company. If no such request is made within the sixty (60) calendar
             day time limit, the grievance will be considered settled.


                         MONETARY ADJUSTMENT LIMITATION

106     If any Step 1 settlement, grievance settlement, or arbitration decision
        involves monetary adjustment, such adjustment shall be made effective on
        the date the complaint or charge was presented to the supervisor at Step
        1 or directly initiated at Step 3 and shall not be made retroactive for
        any period prior to said date.


                                   TIME LIMITS

107     The time limits set forth in the grievance procedure may be extended
        by mutual agreement.

                                   ARBITRATION

                             SELECTION OF ARBITRATOR

108     The parties will make every reasonable effort to agree upon a permanent
        arbitrator. In the event a grievance is appealed to arbitration before a
        permanent arbitrator has be selected, the parties will make every
        reasonable effort to agree upon an arbitrator to decide said grievance.
        If the parties cannot reach mutual agreement to the American Arbitration
        Association to select an arbitrator in accordance with normal AAA
        procedures.


                            ARBITRATION ARRANGEMENTS

109     The arbitrator chosen shall be notified of their selection and advise
        the parties of their fee in advance of the hearing of the hearing.
        Expenses and charges by the arbitrator shall be borne equally by the
        Company and the Union.

110     A date mutually satisfactory to the parties shall be agreed upon and the
        dispute or grievance shall be submitted to the arbitrator. After all
        facts and testimony have been presented by both parties, the arbitrator
        shall render their award as soon as reasonably possible.


                                      22



<PAGE>




                                     GENERAL

111     A question raised by either party as to the arbitrability of a grievance
        shall be subject to arbitration. The function of the arbitrator shall be
        of judicial nature. The decision of the arbitrator will be final and
        binding upon the parties, but they shall not have the power to add to,
        subtract from or modify the terms of this Agreement and shall decide
        only the issues properly before him. An arbitrable grievance must
        involve a question of interpretation or application of the terms of this
        agreement. The decision of the arbitrator will be complied with as soon
        as possible.

                      ARTICLE XIII - UNION REPRESENTATIVES

                                     GENERAL

112     The Union will inform the Company of the names of all Union officials
        including stewards. It is agreed that no employee will be discriminated
        against because of elected status in the Union.

        The Company will agree to such arrangements as may be necessary for the
        Shop Chairman and/or Union stewards to carry on their Union duties. Such
        arrangements shall include permission for the Union representatives to
        leave their department and go to any other department within the
        bargaining unit to investigate and/or bring about a proper and
        expeditious disposition of a grievance or complaint.

        The Company will pay the Shop Chairman and/or Union stewards for working
        time lost in processing grievances, and joint Union-Company conferences.

        The number of Union stewards may be adjusted by mutual agreement of
        the Company and Union.

        The view of the Company's agreement above to compensate Union
        representatives for working time lost, the Union agrees that such time
        will be limited to that which is reasonably necessary to accomplish the
        Union duties described above.


                           ABSENCE FOR UNION BUSINESS

113.    Regular members of the Shop Committee who are to be absent on legitimate
        business of the Union will be excused for such absence, providing
        advance notification is given to their supervisor. Upon advance notice
        from a designated officer of the Union to the Production Manager or
        their designated representatives, employees other than Union
        representatives will be excused from work to perform legitimate Union
        business provided the number requested does not interfere with
        production requirements.

        Any time spent on Union business in accordance with this paragraph is
        considered as time worked in qualifying for vacations, pension, profit
        sharing and holidays. It is understood that the Union will not abuse
        this privilege.


                                      23



<PAGE>





                                 PASS PROCEDURE

114.    None of the department stewards nor representatives of the Union shall
        leave their department, except on Company business until they have
        notified their foreman.


                         ARTICLE XIV - LEAVE OF ABSENCE

                                     GENERAL

115     An employee must receive permission through their supervisor for time
        off up to one week. Any time off in excess of one week must be supported
        by a leave of absence. It is understood that an employee shall not
        deliberately falsify reasons for requesting a leave.

116     The privilege of leave of absence not to exceed (60) days in a year may
        be granted to any employee if the application for such leave of absence
        is approved by the Company and the Financial Secretary of the Union
        prior to the time off requested. The Union will be notified of leaves
        approved by the Company. In case of sick leaves and emergencies, prior
        approval is not necessary.

117     Extension of a leave of absence may be granted by the Company and the
        Financial Secretary of the Union for good cause shown.

118     Leave of absence not to exceed sixty (60) days in a year will be allowed
        for up to two (2) employees total at any one time for personal reasons
        providing such leaves of absence are approved in advance of the
        requested time off by the Company and the Financial Secretary of the
        Union.

        No employee will receive leave of absence for the purpose of trying
        another job.


                         PUBLIC OFFICE OF UNION POSITION

119     Leave of absence will be granted to an employee elected or appointed to
        Public Office or elected or appointed to a Union position with the Local
        Lodge, the IAMAW, or such other labor organization as the parties may
        mutually agree, upon proper application of the Company. Such leave shall
        be granted for a period of one ear, and will be extended from year to
        year, but only for the same purpose for which the leave was granted.

120     Notwithstanding the provisions of Paragraph 39, an employee elected or
        appointed to Public Office may renew their leave from year to year for a
        period equal to their total seniority with the Company, except that they
        will not accrue seniority or service beyond a period equal to one-half
        their total seniority when they went on leave.



                                      24


<PAGE>




                           EDUCATIONAL LEAVE - VETERAN

121     Leave of absence up to eighteen (18) cumulative months of such leave
        will be granted upon request to a military service veteran for the
        purpose of furthering their education providing they are eligible for
        such educational benefits under applicable law and has submitted proof
        of enrollment in an institution authorized to conduct such training.

        Such leave of absence may be extended at the discretion of the Company
        for a period of up to an additional eighteen (18) cumulative months of
        such leave subject to the above conditions.


                              RETURNING FROM LEAVE

122     An employee who returns to work within the leave of absence shall be
        reinstated according to their position on the seniority list at their
        former rate of pay plus increases or minus decreases that may have
        become effective during their absence, provided they give at least three
        (3) days notice of their intention to return.


                            RETURNING FROM SICK LEAVE

123     An employee must present to the HUMAN RESOURCE COORDINATOR,
        documentation acceptable to the Company for return from Sick Leave to
        full-time work at full capacity or part-time work at limited capacity as
        denoted, if warranted by the employee's seniority standing and
        qualifications, will be offered an assignment to return effective no
        later than the second regular working day following the date of such
        presentation of medical approval. Failure to meet such offer deadline
        will require the Company to pay the employee a sum equal to the current
        sickness and accident daily benefit rate for each regular working day
        following the date of presentation of such medical evidence and
        continuing until the date such offer of work is made available to the
        employee.


                            PHYSICAL EXAM REQUIREMENT

124     When an employee who is on a leave of absence for medical reasons
        (non-industrial) desire to return to work, they may be required to take
        and pass a physical examination to prove that they are capable of
        performing their regular work or the equivalent thereof.


                             ARTICLE XV - JOB RATING

125     The Job Rating Committee shall consist of two (2) members of the Union,
        and at least two (2) members of the Company. Continuity of experience in
        job rating is intended so that proper administration of the plan will
        result. When a new job develops, or the requirements of an old job
        changes the job content, the job shall first be standardized as to
        methods of production, tooling and equipment etc. Within thirty (30)
        calendar days after the job is standardized and is functioning
        satisfactorily as to quality and quantity, the Job Rating Committee will
        rate out the job. The Job Rating Committee will schedule its regular
        meeting dates in advance on a monthly frequency. Based on the number and
        the urgency of pending ratings, the parties may schedule an interim
        meeting by mutual agreement.


                                      25


<PAGE>





                             DISAGREEMENT ON RATING

126     In the event of a disagreement between the Company and Union members of
        the Job Rating Committee on the job content of a new job or the job
        content change of an existing job they will conduct a floor review
        within thirty (30) calendar days. If, after the floor review is
        completed, a disagreement still exists a grievance will be filed. Any
        grievance over a job rating to be considered timely must be filed in
        Step 3 of the grievance procedure within thirty (30) calendar days
        following the floor review. Any settlement of such a grievance will be
        effective on the date of the floor review.


                                NEWLY CREATED JOB


127     On a newly-created job, no permanent assignment will be made until
        thirty (30) days after the date of the Committee's rating or the date
        the Company-determined rate is put into affect, whichever is the
        earlier. If the employee performing the job has a higher rate than that
        put into effect, they may accept the lower rate for the job or, within
        the thirty (30) days, decide to return to their previous job. However,
        the Company may retain them on the new job at their current rate for a
        period of time adequate for training a replacement.


                           EFFECTIVE DATE - GRIEVANCE

128     Where a job is re-rated and the labor grade is increased, an employee
        performing the job will receive the higher rate effective on the date of
        the floor review, provided a timely grievance concerning the rating of
        the job was presented to the Company and, provided they have completed
        the job progression.


129     In the event that the labor grade of a job is to be decreased, the
        parties will meet to determine the appropriate means of handling the
        situation.


                             ARTICLE XVI - VACATION

130     The vacation period will run from January 1 through December 31 of each
        year during the term of this Agreement. One week of vacation entitlement
        may be carried over from one year to the next; however, each year's
        vacation may not exceed the annual entitlement plus 1 week carryover and
        then only if the employee qualifying for and requesting such
        consideration meets the scheduling requirements of Paragraph 135.
        Accident and Sickness weekly benefits will not be paid for the same
        period as vacation except with advance Company approval.



                                      26


<PAGE>




                              VACATION ENTITLEMENT
<TABLE>
<CAPTION>

131          Years of Service
             As Of January 1                             Vacation Entitlement
             -------------------                         --------------------
            <S>                                        <C>
              1 but less than  5                         2 weeks
              5 but less than 10                         2.5 weeks
             10 but less than 12                         3 weeks
             12 but less than 20                         3.5 weeks
             20 or more   4 weeks
</TABLE>

        In the calendar year during which an employee reaches their 5th, 12th,
        and 20th anniversary date they shall be entitled to an additional 1/2
        week of vacation. With Company approval, said week may be taken up to
        one month prior to the employee's anniversary date.


                                WORK REQUIREMENTS

132     In order for an employee to qualify for a vacation in any vacation
        period they must have worked at least six (6) months during the previous
        vacation period. For the purpose only of calculating such work
        requirements, time lost from work due to a compensable work-related
        injury during the vacation period in which the injury occurs, will be
        considered as time worked.

        An employee who has worked for the Company less than one year prior to
        January 1 of a given year shall, upon reaching their first anniversary
        date, become entitled to a two (2) week vacation during such year
        provided they have worked at least six (6) of the twelve (12) months
        preceding their first anniversary date. In the event that such
        employee's anniversary date falls between December 15 and December 31
        their vacation may, with Company approval, be scheduled to commence up
        to two (2) weeks prior to their first anniversary date.


                          IF WORK REQUIREMENTS NOT MET

133     An employee who, as of the beginning of a vacation period has one (1) or
        more years' service and has worked during the preceding year but does
        not meet the six (6) months' work requirement set forth in marginal
        Paragraph 132 above shall not be entitled to a vacation during said
        vacation period. they shall, instead, receive an in-lieu-of vacation
        payment based upon the following formula:

<TABLE>
<CAPTION>
                                                    # of Straight Time
             Years of Service                       Earnings During Preceding
             As Of January 1                        Year
             ----------------                       --------------------------
           <S>                                       <C>
              1 but less than  5                             4%
              5 but less than 10                             5%
             10 but less than 12                             6%
             12 but less than 20                             7%
             20 or more                                      8%

</TABLE>
                                      27


<PAGE>




                                  VACATION PAY

134     An employee will be paid prior to their vacation of one week or more for
        the appropriate number of hours to be taken at this regular rate subject
        to the above requirements and appropriate advance scheduling. In order
        to receive vacation pay in advance of their vacation, notification must
        be received by the Company before 9:00 a.m. of the second Thursday which
        precedes the week in which their vacation is to be taken.


                              SCHEDULING PROCEDURE

135     The procedure to be followed in scheduling vacations shall include
        the following:

        1.   The number of weeks of vacation eligibility is determined for each
             department.

        2.   Based on this number, the vacation quota(s) are established for the
             departments. The Company follows the policy of allowing vacation
             weeks to be taken between January 1 and December 31.

        3.   During October of each year, employees are asked their vacation
             preference for the coming vacation year. The principle of seniority
             in asking vacation preference is followed within each department
             and shift, insofar as possible.

        4.   At Company option, operations may be shut down for vacation for up
             to four (4) working days each year and vacation pay will be given
             to employees who elect to take such time as vacation. Such days
             must be scheduled in conjunction with Christmas, and/or New Year's
             Day, and/or July 4 holidays.

        5.   An employee may take a day at a time vacation up to their full
             entitlement of such vacation.

        6.   Three existing days of current vacation can be taken in 1/2 day
             increments . . . not to be coupled with personal business.

        7.   Regular vacations plus day-at-a-time vacations on the last regular
             work day prior to and the first regular work day after a holiday(s)
             and the Friday prior to deer season cannot exceed the department or
             shift group established quota plus 50%.

        8.   Requests for day-at-a-time vacations should be made PRIOR TO THE
             START OF THEIR SHIFT ON THE DAY REQUESTED. If an employee is sick
             and calls in on time, they may specify that day as a day of
             vacation to a maximum of their full entitlement.

        9.   The use of day-at-a-time vacation cannot disrupt production
             operations.




                                      28


<PAGE>




                             PAY IN LIEU OF VACATION

136     An employee who is quitting or retiring will be entitled to pro-rate
        vacation pay based on the appropriate percentage for their length of
        service for all regular straight time earnings from the beginning of the
        vacation period until their termination if they satisfy the work
        requirements listed in Paragraph 134 and if they gives the Company at
        least five (5) working days notice of their intention to quit or retire.

        Payment in lieu of vacation may be made to any employee for a vacation
        not taken by the individual, if they are eligible for a vacation in
        accordance with the above paragraphs, but has not actually worked ten
        (10) months during the qualifying period. Upon an employee's death,
        their beneficiary, as shown in the Group Life Insurance Record, will be
        entitled to pro-rate vacation pay based on the appropriate percentage
        for the employee's length of service for all regular straight-time
        earnings from the beginning of the vacation period until their death.


                          RETURN FROM MILITARY SERVICE

137     When an employee returns to work from a duly authorized leave of absence
        to the armed services, their vacation rights will be determined as
        follows:

        1.   If the employee returns to work between January 1st and June 30th
             inclusive, they shall be entitled to full vacation rights for the
             vacation period in which they return and must take their vacation.

        2.   If the employee returns to work between July 1st and December 31st
             inclusive, they shall be depending upon their years of service,
             entitled to 4%, 5%, 6%, or 8% of their regular straight time hourly
             earnings between July 1st and December 31st in lieu of a vacation
             for the vacation year during which they return.

        3.   All time spent in the armed services which is supported by a duly
             authorized leave of absence shall be considered the same as work
             time for computing vacation rights for the vacation period which
             follows the vacation period during which the employee returns to
             work.


                              ARTICLE XVII - WAGES

                          NEW HIRE RATE AND PROGRESSION

138     The new hire rate shall be in accordance with the Wage Rate Schedule
        below; but, after consultation with the Shop Committee, the Company
        may employ applicants with significant experience at a higher rate
        than the new hire rate. Upon attaining seniority, an employee shall
        receive a seniority rate in accordance with the annual rate schedules
        following this paragraph, (unless they were employed at a higher rate)
        and be assigned a home department. The rate increases for 12 months,
        24 months, etc., shown on the rate schedules below shall become
        effective once the employee in question has actually worked 52
        calendar weeks, 104 calendar weeks, etc. on the job in question.


                                      29


<PAGE>




                                      WAGES

139     SICKNESS AND ACCIDENT (S&A)

        SHORT TERM DISABILITY
        Benefits to be paid at 43.75% of the base rate with a minimum
        benefit rate of $225.00 and a maximum benefit rate of $275.00.

        The above rates to be applied at all steps of the progression rates in
        the wage schedule.


        LONG TERM DISABILITY
        Long-term Disability benefits will be paid at 60% of employee's monthly
        base wage upon completion of the benefit waiting period. The benefit
        waiting period will be 180 days of continuous disability. A period of
        disability will be considered continuous even if the employee returns to
        work for up to a total of 30 days during the benefit waiting period. The
        benefit waiting period will be extended by the number of days the
        employee temporarily returned to work.

        Long-term Disability benefits will continue until the earlier of the
        following dates: date the employee ceases to be disabled; or the date of
        the employee's 65th birthday.


140     Effective February 8, 1998, the Company will increase all levels of the
        progression rates for each job .40/hr for each of the 3 years of the
        Labor Agreement per the effective date of the Contract.


                                401K SAVINGS PLAN

141     401K match in Chart Stock will be based on the following EBIT level
        progression up to the first 6% of employee's base wage. Minimum EBIT
        for Company match is "0" EBIT.

             0 - $1,999,999 EBIT (25%) of 1st 6% saved

             $2,000,000 EBIT and over (50%) of 1st 6% saved

             Base Wages

        The 401K match will be made on the employee's annual base wage except
        for exclusions noted in subparagraph 6, paragraph 142 - Compensation
        Excluded for Profit Sharing and 401K Match.

                                 PROFIT SHARING

142     Profit sharing for the ALTEC personnel shall be on the following basis,
        for 1998 - 2000.

        1.   10% common pool for all ALTEC employees.

        2.   Minimum EBIT for profit sharing.

                  2,000,000 each year for the duration of the agreement

        DISTRIBUTION OF EBIT PROFIT SHARING POOL

        1.   The profit sharing distribution will be made as a % of individual
             annual base wages except for exclusions noted in sub-paragraph 6.

             The base wage distribution % is determined as follows;

             Base Wage Profit Sharing % =                  EBIT Pool $
                                                    --------------------------
                                                        Total ALTEC Annual
                                                        Base Wage Payroll

                                      30



<PAGE>




        2.   Actual distribution will occur in August of the current year and
             February of the following year for current year profit sharing. The
             August distribution will be 50% of the estimated common EBIT profit
             sharing pool based on mid-year EBIT. The reason for a reduced
             distribution at mid-year is to allow for possible variations in
             profit in the last half of the year.

             Profit sharing will be a 100% distribution of the Common EBIT Pool
             as a % of base wage.

        3.   The Profit Sharing Payment Schedule will be as follows;

             1998 Pool $          August 1998            February 1999
             1999 Pool $          August 1999            February 2000
             2000 Pool $          August 2000            February 2001


                      COMPENSATION BASIS FOR PROFIT SHARING

        4.   PARTIAL YEAR DISTRIBUTION

             It is agreed that those individuals who retired during a current
             year would receive a pro-rata distribution based on that current
             year's base wages earned. The same will also apply to individuals
             who left the hourly work force during the duration of this
             agreement. For employees terminated for disciplinary reasons, no
             pro-rata distribution will be made.

                             PROBATIONARY EMPLOYEES

        5.   Probationary employees will be paid profit sharing on a pro-rata
             basis for base wages earned in a given year. Payment will be made
             after the probationary employee achieves seniority.

             Determination of base wages will be based on wages from the start
             date.

             COMPENSATION EXCLUDED FOR PROFIT SHARING AND 401K MATCH

        6.   Compensation excluded from the wage base for purposes of
             calculating profit sharing and 401k Match are:

                  Overtime
                  Service Trip Premium
                  S&A Benefits
                  Worker's Compensation
                  Profit Sharing

        All other compensation is included in the wage base for determination of
        profit sharing AND 401k Match.

                                 SHIFT PREMIUMS

143.    The second shift shall receive twenty-seven ($.27) cents per hour over
        the day shift and the third shift shall receive thirty-two ($.32) cents
        per hour over the day shift.



                                      31


<PAGE>




                             APPRENTICESHIP PROGRAM

144     The Apprenticeship Committee shall consist of two from the Company and
        two from the Union.

        One representative of the Union will be from the Apprenticeship category
        required, the second representative shall be the Local Lodge President
        or a designated appointee.

        Before any changes are implemented in the Apprenticeship Program, the
        Company and the Union Shop Committee will discuss such change.


                            ARTICLE XVIII - CHECK-OFF

145     Upon receipt of a signed authorization of the employee involved, the
        Company shall deduct from the employee's pay the initiation fee and
        regular monthly dues payable by them to the Union during the period
        provided for in said authorization. The amount will be certified by the
        Financial Secretary of the Local Lodge.

146     Deductions shall be made on account of the initiation fee and regular
        monthly dues payable from the first paycheck of the employee after
        receipt of the authorization and monthly thereafter from the second
        paycheck of the employee in each month.

147     Deductions provided in Paragraphs 145 and 146 shall be remitted to the
        Financial Secretary of the Union no later than the fifth (5th) day
        following the deduction and shall include all amounts due and those dues
        not deducted in the previous month. The Company shall furnish the
        Financial Secretary of the Union, monthly, with an alphabetical record
        of those for whom deductions have been made and the amounts of the
        deduction.

148     The parties agree that check-off authorizations shall be in the
        following form:

149     "Name of Employee _________________________________________
        Dept. No. ____________________________
        Clock No. ____________________________
        Date _________________________________

        I hereby authorize and direct the Company to deduct from my pay
        beginning with the current month, the initiation fee and regular monthly
        membership dues in the IAMAW.

        I submit this authorization with the understanding that it will be
        effective and irrevocable for a period of one (1) year from this date,
        or up to the termination date of the current collective bargaining
        agreement between the Company and the IAMAW, whichever occurs sooner.


                                      32


<PAGE>




        This authorization shall continue in full force and effect for yearly
        periods beyond the irrevocable period set forth above unless revoked by
        me within fifteen (15) days prior to the end of any such period. I shall
        also have the right to revoke this authorization at any time within a
        period of fifteen (15) days prior to the termination date of any
        collective bargaining agreement between the Company and the Union if
        such termination shall occur within one of the aforenoted yearly
        periods. Such revocation shall be effected by written notice, sent by
        Registered Mail, Return Receipt Requested, to the Company and the Union
        within such fifteen (15) day period.

        Signature: _____________________________________________________".

150     The Union agrees to indemnify and save the Company harmless against any
        and all claims, demands, suits or other forms of liability that may
        arise out of, or by reason of, action taken or not taken by the Company
        in complying with the provisions of this Article, in reliance upon the
        Check-Off Authorizations which have been furnished it.



                                   ARTICLE XIX

                        CLAUSES RELATING TO PENSION PLAN

                          SECTION I: ALTEC PENSION PLAN

151     Subject to the provisions of Section 4 of this Article, and unless the
        parties otherwise agree, the Pension Plan for Hourly Rated Employees of
        ALTEC International (hereinafter referred to as the "Pension Plan")
        which was effective January 4, 1986, will continue to be maintained
        pursuant to the terms of the Pension Plan, except that the Pension Plan
        will be frozen and no further contributions shall be made to the Pension
        Plan after March 31, 1998. The Company may continue to make such changes
        in the Pension Plan as, in the opinion of the Company, are required for
        compliance with the Employer Retirement Income Security Act of 1974, as
        amended, and any rules and regulations promulgated thereunder
        (hereinafter collectively referred to as the "Act"), provided that if
        any such changes diminish benefits under the Pension Plan, the Company
        shall attempt to minimize such effect.

        To be effective, written notice of proposed change(s) must be served by
        one party upon the other no less than sixty (60) days prior to any
        modification or change in the Pension Plan, except such as may be
        required to conform with the Act or Section 401(a) of the Internal
        Revenue Code of 1954, shall be prospective in its application and shall
        be made effective as of the date on which agreement with respect to such
        modification or change is reached by the Company and the Union.

                         SECTION II: FUNDING OF BENEFITS

153     The Company will  continue to make  contributions  to the ALTEC Pension
        Plan to fund  obligations  for past service credit.

154     Neither the Company nor the Union, except under the conditions specified
        in Paragraph 151 of this section, shall demand any change in the Pension
        Plan nor shall either be requested to bargain with respect to any change
        in the Pension Plan, nor during the term of the Pension Plan, nor shall
        any modification, alteration, or amendment of said Pension Plan, be an
        objective of, or reason for, any strike or lockout or other exercise of
        economic force or threat by either the Union or the Company.



                                      33



<PAGE>




                      SECTION 3: AGREEMENT RETIREMENT DATE

155     The normal retirement date of each employee will be the first day of the
        month following the month in which the employee's 65th birthday occurs.
        An employee who retires after their normal retirement date shall receive
        a retirement pension, payable commencing at their actual retirement
        date, consisting of the following:

        1.   An amount determined as if they had retired on their normal
             retirement date; plus

        2.   For service accrued after their normal retirement date, an amount
             determined in accordance with the respective benefit rates in
             effect for each year or portion thereof in which such service was
             accrued.


                                      34



<PAGE>




                                      OTHER

156     RETIREMENT DEATH BENEFIT

        For those employees retiring after February 4, 1995, the retiree death
        benefit is $4,000.

157     MEDICARE PLAN "B" SUPPLEMENT

        Actual cost up to a maximum of $50.00/month, life of agreement


158            IAM NATIONAL PENSION FUND - NATIONAL PENSION PLAN

        A.   The Employer shall contribute to the I.A.M. National Pension Fund,
             National Pension Plan as shown below for each hour for which
             employees in all job classifications covered by this Agreement are
             entitled to receive pay under this Agreement as follows:

                  $.45 per hour effective February 8, 1998
                  $.45 per hour effective February 7, 1999
                  $.50 per hour effective February 6, 2000

        B.   The Employer shall continue contributions based on a forty (40)
             hour work week while an employee is off work and being compensated
             for any such time by the employer.

        C.   Contributions for a full-time employee are payable from the first
             day of employment.

        D.   The I.A.M. Lodge and the Employer adopt and agree to be bound by,
             and hereby assent to, the Trust Agreement, dated May 1, 1960, as
             amended, creating the I.A.M. National Pension Fund and the Plan
             rules adopted by the Trustees of the I.A.M. National Pension Fund
             in establishing and administering the foregoing Plan pursuant to
             the said Trust Agreement, as currently in effect and as the Trust
             and Plan may be amended from time to time.

        E.   The parties acknowledge that the Trustees of the I.A.M. National
             Pension Fund may terminate the participation of the employees and
             the Employer in the Plan if the successor collective bargaining
             agreement fails to renew the provisions of this pension Article or
             reduces the Contribution Rate. The parties may increase the
             Contribution Rate and/or add job classifications or categories of
             hours for which contributions are payable.

        F.   This Article contains the entire agreement between the parties
             regarding pensions and retirement under this Plan and any contrary
             provision in this Agreement shall be void. No oral or written
             modification of this Agreement shall be binding upon the Trustees
             of the I.A.M. National Pension Fund. No grievance procedure,
             settlement or arbitration decision with respect to the obligation
             to contribute shall be binding upon the Trustees of the said
             Pension Fund.

                 HEALTH INSURANCE (HEALTH AND DENTAL INSURANCE)

159     The Company will offer individuals retiring after December 21, 1990, the
        opportunity to participate in the ALTEC International Health Care Plan
        for an additional 18 months beyond the 18 month period allowed by COBRA
        (Consolidated Omnibus Budget Reconciliation Act), by paying 100% of the
        premium cost for coverage of similarly situated individuals. The applies
        to individuals retiring at age 62 or later. This offer is effective from
        December 21, 1990 through February 3, 2001 on a non-precedent setting
        basis. Actual cost of this plan may change on a year-to-year basis as
        determined by the health care provider. This provision is no longer
        applicable when an individual reaches age 65 or is eligible for
        Medicare.

        Cost experience and impact of this group on Health Insurance costs is to
        be followed.

                                      35
<PAGE>



                            SECTION 4: EFFECTIVE DATE

160     Any modification agreed upon between the parties under Section 1,
        Paragraph 153 of this Article , resulting from negotiations commenced as
        a result of the sixty (60) day notice referred to therein shall take
        effect on the day after the Pension Plan expiration date which was in
        effect at the time the sixty (60) day notice was given.


                             ARTICLE XX - INSURANCE

                                     BOOKLET

161     The new Health  Insurance  Booklet will be  distributed  to the
        membership  within three (3) months of the policy effective date.


                               INSURANCE COMMITTEE

162     The insurance  committee shall consist of one (1)  representative of
        the Company and one (1) representative of the Union.



                                      36


<PAGE>




                          DUTIES OF INSURANCE COMMITTEE

163     1.   The insurance committee shall meet every six (6) months and the
             agenda shall be established prior to the date of the meeting. A
             representative of the insurance carrier shall be asked to attend
             the meetings.

        2.   The insurance committee shall be authorized to review all financial
             aspects of the insurance plan and be furnished complete expenditure
             and benefit data.

        3.   Members of the insurance committee shall be authorized to inquire
             on the status of any claim submitted by any member of the Union.


                                     GENERAL

164     1.   The group insurance coverage will terminate on February 3, 2001.

        2.   There shall be no modification in the benefits provided under the
             insurance plans during the policy term except as mutually agreed by
             the parties or required by law. Any dividend paid on the insurance
             policy shall be paid in full to the Company.

        3.   In the event the insurance carrier does not pay full benefit as
             prescribed in the master policy without justifiable reasons, ALTEC
             International shall further process the claim on behalf of the
             employee with the insurance carrier.

        4.   Should alternate company health insurance plans become available,
             the Company and Union will meet to discuss the opportunity to
             participate in such plans.

        5.   The  Company  and  Union  agree  that the  Section  125 Plan is in
             effect  for the  duration  of this agreement.


                    HEALTH AND DENTAL INSURANCE COST SHARING

        1.   CHART BASIC

             Employee shares 10% of future premium increases or decreases for
             life of agreement.

        2.   CHART PLUS

             Employee shares 20% of future premium increases or decreases for
             life of agreement.

        3.   GLHP PLUS (HMO)

             Employee shares 30% of premium increases or decreases for life of
             agreement.

             $10/office visit payment.
             $450/$150 deductible will apply to hospitalization.

        4.   GLHP BASIC HMO

             Employee shares 30% of premium increases or decreases for life of
             agreement.

        5.   GUNDERSON LUTHERAN HMO

             Employee shares 30% of premium increases or decreases for life of
agreement.


                                      37


<PAGE>




        4.   Employees who can provide proof of other medical plan coverage may
             opt out of Chart plans or HMO and receive a payment during the
             course of the plan year. The payment may be taken as either cash,
             which is taxable, or placed on a pre-tax basis in a flexible
             spending account in the employee's name. The payment for each year
             is as follows:

                           1st Year         -             $1,000.00
                           2nd Year         -             $1,000.00
                           3rd Year         -             $1,000.00

             Payout will occur on a monthly basis (Ex: 12 mos X $83.34 =
             $1,000.08)

        5.   DENTAL

             Employee shares 20% of future premium increases or decreases for
             life of the agreement.

        6.   LIFE INSURANCE

             For the life of the agreement employees will be insured to a
             minimum of $23,000 or a maximum of one times annual base wage,
             whichever is greater.

             Employees may purchase up to three times base wage (minimum
             $23,000)


                        ARTICLE XXI - COMPANY OWNED TOOLS

165     In an effort to provide safer and more effective production equipment,
        the Company and the Union, do hereby agree to the following:

        The Company shall loan to each employee, at no cost to him, a set of
        tools and tool container with lock (where needed) adequate for the
        proper and efficient performance of their duties subject to the
        following conditions:

        1.   The Company shall determine what tools are required for each job,
             and shall list against each job the normal tools required for it.
             Any tools which are to be required at the worker's expense shall be
             listed accordingly.

        2.   The Company shall replace worn tools which are broken through
             normal use at no cost to the worker.

        3.   The Company shall indelibly mark each tool and tool container so
             that it may be identified to the individual worker.

        4.   The Company shall, through its foreman, make such inspections of
             the tools and tool containers used by each worker as may be
             required. All inspections of the tools and tool containers shall be
             done in the presence of the employee to whom they are charged. No
             tool container shall be opened during the absence of the employee
             to whom they are charged. When inspection is being made in search
             of a missing tool, it shall be done in the presence of an
             authorized Union steward.

        5.   Each worker shall maintain a complete set of tools at all times and
             shall report any and all tools or tool containers missing, lost, or
             stolen from their set to their supervisor for replacement
             immediately.


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<PAGE>




        6.   Each worker shall reimburse the Company for replacement of Company
             tools or tool containers lost or stolen while charged to him. If
             payment is not made in cash to the crib clerk, the amount for which
             the worker is charged shall be deducted from their paycheck. If the
             cost is more than three dollars ($3.00), deduction can be made from
             more than one paycheck. If the missing, lost or stolen tool is
             recovered in good condition, suitable adjustment shall be made to
             the worker. In the event that a tool box equipped with tools is
             missing, lost or stolen, the Company will be responsible for the
             cost of such equipped tool box.

        7.   A worker shall only use personally owned tools when authorized by
             their foreman.

        8.   Any improperly identified tools found in a worker's possession
             shall be removed and placed in the tool crib.

        9.   Any tools or tool containers with identification markings found in
             any improper area shall be returned to the worker to whom they are
             then charged.

166     Any employee  leaving the employ of the Company  shall satisfy their
        tool account  before  receiving  their final pay.


                                  SAFETY CREED

167     "One must not believe the SAFETY begins with your fellow employees, it
        begins with YOU! The Safety Program can do everything possible to
        protect you and your fellow

        employees, but if YOU disregard SAFETY, you not only endanger yourself,
        but those

        around you. SAFETY must be practiced twenty-four hours a day, as an
        accident requires less than one second to happen. That "second" may mean
        a costly and permanent injury to yourself or to a fellow employee, which
        you will think about

        for the rest of your life.  It is far easier to live with SAFETY than
        the results of a careless "accident".

                       ARTICLE XXII - ACCIDENT PREVENTION

                                SAFETY COMMITTEE

168     The Safety Committee shall consist of the Shop Chairman department
        stewards, foreman, Production Manager and Manufacturing Engineering
        Manager of their designated representative and any other individuals
        deemed appropriate.



                                      39


<PAGE>




                         FUNCTION OF SAFETY ORGANIZATION

169     The function of the Safety Committee shall be to cooperate in reducing
        accidents by:

        1.   Reporting of hazards and unsafe practices from their respective
             departments.

        2.   Bringing about the cooperation of all employees both Union and
             Management to carry out the safety program.


                                 SAFETY PROBLEMS

170     If a safety problem arises in the department, the steward will call it
        to the attention of the foreman. Should the safety problem still not be
        solved within a reasonable period of time, the steward may call the shop
        Chairman to investigate the problem. The Shop Chairman may discuss the
        problem with the Production Manager. If the problem still exists, it
        shall be placed on the agenda of the next regular Safety Committee
        meeting. If the problem exists following consideration by the Safety
        Committee, the Union may call in an outside expert to review the problem
        and discuss it with the Shop committee and the Company with the
        objective of obtaining a mutually satisfactory solution.


                                SAFETY COMMITTEE

171     The duties of the Safety Committee shall be:

        1.   To meet at least once during each month to consider and, if
             appropriate, implement safety recommendations of the Safety
             Committee or others.

        2.   To participate on inspection teams that will make quarterly
             inspection tours of the plant during the first full week of each
             quarter. the inspection team will consist of members of the Safety
             Committee or designated representatives.

        3.   To investigate reports of hazards and unsafe practices and effect
             correction. Reports made by the inspection team and any other
             reports from the Safety Committee will be reviewed at the monthly
             safety meeting and any unsafe conditions or practices will be
             called to the attention of the supervisor of the department
             involved. Every reasonable effort will be made to have the unsafe
             condition or practice corrected promptly.

        4.   Upon the request of the Shop Chairman or their designated
             representative where evidence exists that a chemical or substance
             to which an employee is exposed in the workplace may be toxic and
             hazardous, the Company will provide the Union and the employee with
             the Company's safety data sheets or their equivalent, including
             information about any available remedies and antidotes for such
             materials.


                                      40


<PAGE>




        5.   In case of a serious injury to an employee, the department steward
             will be notified promptly so that they can investigate the
             accident.

        6.   In the event of a disagreement as to the liability of the Company
             in the case of an injury of an employee, the Manager of Operations
             will, upon request, review the pertinent facts of the case with the
             Shop Chairman. The Company agrees to pay for the time lost by the
             Shop Chairman from regular working hours for such review with the
             understanding that this privilege will not be abused. No such
             review will be made if the case is given to an attorney.

        7.   The Safety Steward will be permitted to carry out their duties
             relating to safety and health.

        8.   The Safety Committee is responsible for making proper decisions on
             Safety, consistent with established safety practices.

        9.  The Company will be responsible for any and all discipline resulting
            from any safety violation.


                               SAFETY COOPERATION

172     The Safety Committee realizes that a safe plant is an efficient one and
        will devote its energies to this accomplishment. In order to carry out
        this program, the Safety Committee will need 100% cooperation of all
        employees of ALTEC International. The committee encourages the making of
        suggestions.

        The Union and employees agree that they will cooperate in promoting
        safety and health programs and will comply with all safety rules and
        regulations and to use safety equipment as required by OSHA and the
        Company.


                             SELECTION OF COMMITTEE

173     The Company and Union Safety Committee representatives will be chosen by
        the Production Manager and Shop Chairman respectively, and will serve
        for a period of one year. Stewards selected will serve the full period
        whether or not they continue as stewards for the full term. A
        replacement who fills a vacancy shall serve out the balance of the term
        of their predecessor and may serve the next full term, if selected.


                                  SAFETY CODES

174     The purpose of these safety rules is to protect the employees as they
        work and ensure that they work safely. By following these rules, they
        should avoid injury to themselves or fellow employees. Strict
        enforcement of these safety rules will materially reduce the possibility
        that someone else will commit an unsafe act which could endanger them.


                                      41



<PAGE>




        1.        The work place is to be keep clean and orderly.

        2.        The Safety equipment prescribed for any particular job shall
                  be used in a proper manner at all times.

        3.        Safety glasses and/or approved eye protection are to be worn
                  as prescribed, in all designated areas.

        4.        Rings, bracelets, wrist watches, loose garments or neckties
                  should not be worn while operating a machine. Long sleeves and
                  gloves may be worn for those jobs where it is appropriate.

        5.        Safety shoes are required by all employees on the shop floor.
                  Safety shoes worn must comply with all current American
                  National Standard Codes (A.N.S.I. Z41-1991 Directive) and
                  O.S.H.A. guidelines that are in effect.

        6.        Complete instructions and permission must be obtained from a
                  supervisor before operating any machine which an individual
                  does not normally operate. All safety guards on machines must
                  be in place and functional.

        7.        A lock-out on the power switch must be used while performing
                  any maintenance work on a machine which requires placing any
                  part of the body into or near its mechanism.

        8.        Individuals must not reach through or behind a safety guard
                  while a machine is running.

        9.        Before cleaning, oiling, or adjusting the moving parts of a
                  machine, it is mandatory that the machine be completely shut
                  down and locked out.

        10.       Cranes must be operated only by individuals familiar with
                  their operation.

        11.       Only authorized personnel are permitted to operate industrial
                  power trucks or power hand trucks. Such authorized personnel
                  will comply with the General Operating & Safety Rules for
                  Power Vehicles.

        12.       Defective or damaged hand tools, mushroomed chisels, punches,
                  etc., and files without handles are not to be used.

        13.       Aisles must not be blocked. If at any time anything is placed
                  in a aisle, it must be moved. If the aisle is to be blocked
                  for any period of time, the area supervisor will notify the
                  appropriate personnel.

        14.       There will be no smoking during the period between the
                  starting and stopping time of your designated shifts up to and
                  including overtime worked. Smoking will be allowed during the
                  employee's designated lunch period outside all ALTEC
                  buildings.


                                      42


<PAGE>




        15.       Compressed air is to be used with caution. Never use
                  compressed air for cleaning clothing, exposed parts of the
                  body, or for cooling purposes.

        16.       Projecting nails in boxes, boards, or barrels, which are
                  exposed, are to be bent over or removed. Other dangerous sharp
                  projections should either be eliminated or protected.

        17.       Electrical apparatus should be repaired only by authorized
                  personnel, regardless of how minor the problem seems to be.
                  The supervisor is to be advised of the condition, they will
                  secure proper assistance. Electrical cabinets are not to be
                  used for storage.

        18.       Lift properly - with the knees and legs, and not the back.
                  Get help rather than risk a strain.

        19.       All injuries, no matter how minor, are to be reported promptly
                  to a supervisor and then to the appropriate medical facility.

        20.       Horseplay, scuffling, throwing of objects, and running is
                  unsafe and it is forbidden. This applies to all Company
                  premises, including the parking lots.

        21.       Industrial gases are to be stored in a safe manner, in keeping
                  with standards established for their storage.

        22.       No employee shall remove, displace or damage any safety device
                  or safeguard furnished and provided for use in any employment
                  or place of employment, nor interfere in any way with the use
                  thereof by any other person, nor shall any such employee
                  interfere with the use of any method or process adopted for
                  the protection of any employee in such employment or place of
                  employment or frequenter of such place of employment, nor fail
                  or neglect to do every other thing reasonable necessary to
                  protect the life, health, safety or welfare of such employees
                  or frequenters. (Extracted in part from the Wisconsin
                  Industrial Commission statutes and provision).

        23.       The above safety rules are not meant to be inclusive nor do
                  they supersede existing plant rules which may imply stricter
                  measures.

        24.       No employee shall be disciplined or discharged for refusing to
                  work on a job if refusal is based on a reasonable claim that
                  said job is not safe or might unduly endanger the employee's
                  health and safety.

        25.       $120.00 per person total, life of contract for the purchase of
                  safety shoes.


                              REPORTING VIOLATIONS

175     The reporting of violations will be conducted in the following manner:
        the supervisor will make out violation forms in quadruplicate, the
        supervisor will retain one (1) copy and send three (3) copies to the
        Manager of Operation's office. One completed copy will be sent to the
        Union.



                                      43


<PAGE>




                                    PENALTIES

176     Penalties for the above violations will be as follows:

177     1ST VIOLATION: Violator will be presented with a violation slip, and
        instructed in accident prevention and warned against future
        violations.

178     2ND VIOLATION: Violator will be presented with a violation slip and
        be suspended for a period of five (5) hours.

179     3RD VIOLATION: Violator will be presented with a violation slip and
        be suspended for a period of two (2) days.

180     4TH VIOLATION: Violator will be presented with a violation slip and
        will be suspended for a period of one (1) week.

181     SUBSEQUENT VIOLATIONS: Violators shall be subject to further
        disciplinary action including discharge.

182     The above penalties are based on cumulative violations within any one
        year period.

                              GENERAL SAFETY GUIDES

183   1.     Employees are not required or expected to take any risks from
             which they cannot protect themselves by care and judgment.

184   2.     Employees are not to rely on the watchfulness of others, but
             must protect themselves when and where their own safety is
             involved.

185   3.     In view of the possible effect on safety, no employee shall
             change any customary safety method or work without first
             consulting the foreman.

186   4.     Learn the location of fire extinguishers in the work area and be
             familiar with their use and purpose.

                                    FIRST AID

187     Trained first aid attendants will be provided at the facility. A list of
        authorized first aid attendants will be posted in a prominent place near
        each first aid office and will be revised as necessary, with a copy to
        the Union.


                               REPORTING INJURIES

188     An employee shall not fail to report an injury immediately to their
        supervisor no matter how small it may seem. In case the supervisor is
        out of their department, the injured employee shall report the injury to
        the department steward or designated employee.



                                      44


<PAGE>




189     If it is necessary for an employee to go to the First Aid Room, they
        will notify their supervisor. In case of a injury requiring emergency
        attention, the employee should go to the First Aid Room immediately.

190     Medial attention for industrial injuries must be authorized by the
        Company prior to receiving attention, except in cases of emergency.


                                 EYE PROTECTION

191     In line with the Company's policy of providing the employee with a safe
        place in which to work, the Company will maintain a 100% comprehensive
        eye protection program.

        The type of eye protection that will be worn, depending on the job or
        operation, will be posted. The Company will provide such eye protection
        to all employees. In addition, the Company will provide equipment for
        protecting the eyes from damage due to grinding, burnishing, arc
        welding, etc.


                   WHEN COMPANY FURNISHES PRESCRIPTION GLASSES

192     In the event it is determined that an employee with seniority needs
        corrective lenses in their safety glasses due to near-far vision
        problems, the employee will furnish a copy of the prescription and the
        Company will pay the cost of the glasses.

193     When it becomes necessary to replace prescription lenses after the first
        pair, because of a change in prescription needs, the employee will
        furnish a copy of the prescription and the Company will pay the cost of
        the lenses.

194     When it is necessary to replace an employee's prescription safety
        glasses because they are pitted to such an extent that they are no
        longer serviceable, the Company will pay for the cost of the new lenses
        if the employee has had the glasses for a period of more than two (2)
        years of working time. If the employee has had the glasses for less than
        two (2) years of working time, the Company will pay the cost of the new
        lenses unless there has been negligence on the part of the employee.


                                 DAMAGED GLASSES

195     Safety glasses damaged without the fault of the employee will be
        repaired or replaced at no cost to the employee; however, it will be the
        employee's responsibility to maintain the glasses in acceptable
        condition and to replace them if they are lost, or if they are damaged
        through misuse or improper care.



                                      45


<PAGE>




                                     GENERAL

196     The Company will maintain adequate facilities for necessary minor repair
        of safety glasses. First aid attendants will perform these functions.

197     All prescription safety glasses will be purchased through the Company.
        (Any exceptions must be approved by the Production Manager.)


                          ARTICLE XXIII - MISCELLANEOUS

                               NON-DISCRIMINATION

198     The Company or the Union shall not discriminate against employees
        because of color, race, sex, religious affiliation, nationality, age,
        handicap or status as a disabled veteran or Vietnam ear veteran, as
        prescribed by applicable state or federal law. Pronouns in the male
        gender appearing in this Agreement are intended to include the female
        gender.


               LIMITATION ON SUPERVISOR DOING BARGAINING UNIT WORK

199     The policy of the Company is to have supervisor perform supervisory
        work. supervisor and other non-bargaining unit employees of the Company
        shall not perform the work of employees in the bargaining unit other
        than for instructive purposes, or in case of emergencies, and when
        attempting to eliminate trouble on a job when employees who can
        eliminate the trouble or handle the emergency are not readily available,
        but the work so performed shall not take away any work from any
        employee.


                              NOTICES TO EMPLOYEES

200     All employees will be sent a notice by mail to their address, as it
        appears on the Company records. If it is necessary to contact an
        employee by telephone, the message will be given to the person answering
        the telephone.


                        PHYSICAL EXAM AT COMPANY REQUEST

201     An employee will take a physical examination at Company expense upon the
        request of the Company. Before an employee is sent for such physical
        examination, the Company will inform the Union and discuss the reasons
        for the physical examination. The time spent for such an examination
        will be paid at the rate of straight time.


                                 WASH UP PERIOD

202     A three (3) minute wash up period before the stopping signal will be
        granted for fin press operators and also vacuum furnace operators to the
        extent that they have been working with graphite.


                                      46


<PAGE>





                              POSTED UNION NOTICES

203     The Shop Committee will submit to the Company all proposed notices
        prior to the posting on Company premises.

                                 EDUCATIONAL AID

204     An educational aid program will be made available to members of the
        bargaining unit.

                 CELLULAR MANUFACTURING AND QUALITY IMPROVEMENTS

205     It is agreed between the Company and the Union that the parties will
        work together on the implementation of cellular manufacturing and
        quality improvement, and will meet whenever necessary to discuss
        issues relating to cellular manufacturing and quality improvement.

                                SUB-CONTRACTING:

206     In cases where competition, schedule or workload require the transfer
        of work to outside vendors, the Company will advise the Union of such
        need and the reasons for doing such prior to the sub-contracting.

                             OUT OF TOWN ASSIGNMENTS

207     The Company will inform the Shop Chairman when members of the
        bargaining unit have been sent on repair assignments outside La
        Crosse. Compensation while on such assignments will be based on the
        applicable provisions of the Fair Labor Standard Act and ALTEC
        International travel policy.

        The ALTEC International policy presently provides that an employee
        traveling on Company business outside la Crosse will receive an
        additional 20% (or more for certain international trips) added to
        their earnings applicable to paid travel time and work performed on
        the trip with the exception of authorized time off before and/or
        after a trip, travel for purposes of the employee's own training, and
        any trip completed within one day.

        Employees are considered first shift employees for purposes of
        determining normal working and sleeping hours while traveling.

        Travel, including time outside normal working hours, will be
        compensated according to the ALTEC International travel policy.

                              ITEMS FOR DISCUSSIONS

208     The Company and Union will discuss the following items should future
        conditions warrant;

        1. Method for handling National Health Care should it be instituted.

        2. Catastrophic economic conditions creating hardships for either party.



                                      47


<PAGE>




                       ARTICLE XXIV - STRIKES AND LOCKOUTS

                             NO STRIKE - NO LOCKOUT

209     Since the procedures set forth in this Agreement provide the means for
        peaceable settlement of all differences, disputes, complaints, and
        grievances that may arise between the Company and the Union, it is
        agreed that, during the term of this Agreement, neither the Union nor
        any of its members shall authorize, encourage, or participate in any
        strike or slowdown, and that there shall be no lockouts by the Company.

                               VIOLATION OF CLAUSE


210     In the event of an illegal, unauthorized or uncondoned strike, sit down,
        slowdown or interference with the operation by an employee or employees
        in violation of this Agreement, the Union will undertake all reasonable
        means at its disposal to terminate such action. Employees who
        participate in or are responsible for such violation may be discipline
        or discharged, and such discipline or discharge shall be subject to the
        grievance procedure except as to employees who do not terminate the
        violation promptly. The question of whether an employee participated in
        or had any responsibility for such violation shall in every case be
        subject to the grievance procedure. In the event that the Union, using
        immediate action, is unable to induce the employee or employees to
        terminate such unauthorized action, the Company will not hold the local
        Union or its officers or the International Union or its officers
        financially responsible therefor.


                                   ARTICLE XXV

                              DURATION OF AGREEMENT

211     This Agreement shall remain in full force and effect until 11:59 p.m. on
        February 3, 2001, and on a year-to-year basis thereafter unless on or
        before December 5, 2000 (or, in the event of a year-to-year extension,
        at least sixty (60) days prior to the Agreement expiration date), either
        the Company or the Union serves upon the other party a written notice of
        its desire to terminate this Agreement and negotiate a succeeding
        Agreement.

212     No other  agreement can modify the terms of this Agreement  unless
        entered into as a written  amendment or supplement hereto.

213     It is understood that if any of the above articles or article or parts
        thereof, are in conflict with federal or state rulings, laws, or
        executive orders, such federal or state rulings, laws or executive
        orders shall apply.



                                      48


<PAGE>




        Agreed to this ________ day of _________________________, 1998.

        ALTEC INTERNATIONAL                  LOCAL LODGE 2191 OF
                                             DISTRICT LODGE 66 OF THE
                                             INTERNATIONAL ASSOCIATION OF
                                             MACHINISTS AND AEROSPACE
                                             WORKERS, AFL-CIO



        /S/ MICHAEL J. WAHLEN                /S/ TOM O'HERON
        /S/ CARL L. GRIFFIN                  /S/ JAMES C. KALDUNSKI
        /S/ WILLIAM A. LOUNSBROUGH           /S/ TODD A. HANSON
        /S/ GEORGE W. SNAPP, JR.             /S/ KEVIN P. BIGLEY
        /S/ MAX C. GRAMLING
        /S/ JOEL A. GUBERUD

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