Exhibit 10.21

                              EMPLOYMENT AGREEMENT


                  EMPLOYMENT  AGREEMENT (the "Agreement")  dated as of April 27,
2001,  by and between  Motor Coach  Industries  International,  Inc., a Delaware
corporation (the "Company"), and Timothy J. Nalepka (the "Executive").

                  WHEREAS, the Company, through its subsidiaries and affiliates,
is engaged in the  business of (i)  designing,  manufacturing,  assembling,  and
marketing of coaches of monocoque or unitized  construction  configuration,  and
(ii)  distribution  of replacement  parts to the intercity coach and transit bus
markets (the "Business"); and

                  WHEREAS,  the Company desires that the Executive serve as Vice
President & General  Counsel of the Company  and the  Executive  desires to hold
such position under the terms and conditions of this Agreement; and

                  WHEREAS,  the  parties  desire to enter  into  this  Agreement
setting forth the terms and  conditions of the  employment  relationship  of the
Executive with the Company.

                  NOW,  THEREFORE,  intending to be legally  bound  hereby,  the
parties agree as follows:

                  1. Employment.  The Company hereby employs the Executive,  and
the Executive  hereby accepts  employment  with the Company,  upon the terms and
subject to the conditions set forth herein.

                  2. Term. Subject to earlier termination pursuant to Section 10
hereof,  the term of the employment by the Company of the Executive  pursuant to
this  Agreement  (the "Term") shall  commence on April 27, 2001 (the  "Effective
Date"), and terminate on the first anniversary thereof.

                  3. Position. During the Term, the Executive shall serve as the
Vice  President & General  Counsel of the Company,  and shall perform such other
duties as the Board of  Directors  of the Company  (the  "Company  Board"),  the
Company's Chief Executive  Officer (CEO) or Chief Operating  Officer (COO) shall
from time to time determine.



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                  4. Duties.  During the Term,  the  Executive  shall devote his
full time and attention during normal business hours to the business and affairs
of the Company,  except for vacations in accordance with the Company's  policies
and for illness or incapacity, in accordance with Section 9 hereof.

                  5. Salary and Bonus.

                           (a) During  the Term,  the  Company  shall pay to the
Executive a Base Salary at the  annualized  rate of $225,000  per year.  The car
allowance  paid to the Executive  will end May 1, 2001. The Base Salary shall be
payable to the Executive in substantially  equal installments in accordance with
the Company's normal payroll practices.

                           (b) For the Company's fiscal year ending December 31,
2001, and for each fiscal year  thereafter  during the Term, the Executive shall
be  eligible to receive an annual  cash bonus at the  discretion  of the Company
Board,  CEO or COO in accordance  with the  [Executive  Bonus  Program] or other
incentive compensation plan established by the Company Board, CEO or COO for the
Company's executive officers.

                  6. Stock Option Plan.  During the Term, the Executive shall be
eligible to participate in the MCII Holdings (USA), Inc. Management Stock Option
Plan or other  stock  option  plan  established  by the  Company  Board  for the
Company's  executive  officers  and may be  granted  options  thereunder  at the
discretion of the Board.

                  7.  Vacation,  Holidays and Sick Leave.  During the Term,  the
Executive  shall be entitled to paid  vacation,  paid holidays and sick leave in
accordance  with  the  Company's  standard  policies  for its  senior  executive
officers.

                  8. Business  Expenses.  The Executive  shall be reimbursed for
all reasonable  and necessary  business  expenses  incurred by him in connection
with his  employment  (including,  without  limitation,  expenses for travel and
entertainment incurred in conducting or promoting business for the Company) upon
timely  submission  by the  Executive  of receipts  and other  documentation  as
required by the Internal  Revenue Code of 1986, as amended (the "Code"),  and in
accordance with the Company's normal expense reimbursement policies.

                  9. Other  Benefits.  During the Term,  the Executive  shall be
eligible  to  participate  fully  in  all  health  and  other  employee  benefit
arrangements available to senior executive officers of the Company generally.



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                  10.  Termination of Agreement.  The Executive's  employment by
the Company  pursuant to this Agreement shall not be terminated prior to the end
of the Term hereof except as set forth in this Section 10.

                           (a) By Mutual  Consent.  The  Executive's  employment
pursuant to this  Agreement may be terminated at any time by the mutual  written
agreement of the Company and the Executive.

                           (b) Death. The Executive's  employment by the Company
pursuant to this Agreement  shall be terminated upon the death of the Executive,
in which  event the  Executive's  spouse or heirs shall  receive,  when the same
would have been paid to the  Executive,  (i) all Base Salary and  benefits to be
paid or  provided  to the  Executive  under this  Agreement  through the Date of
Termination  (as defined in Section  10(f)  hereof) and (ii) the Base Salary and
health  benefits to be paid or provided to the  Executive  under this  Agreement
until the earlier of (x) six months  following the Date of  Termination  and (y)
the expiration of the Term.

                           (c)  Disability.  The  Executive's  employment by the
Company  pursuant to this  Agreement may be terminated by written  notice to the
Executive  by the Company or to the Company by the  Executive  in the event that
(i) the  Executive  becomes  unable to perform  his  normal  duties by reason of
physical or mental illness or accident for any six (6) consecutive month period,
or (ii) the Company  receives  written  opinions  from both a physician  for the
Company  and a  physician  for  the  Executive  that  the  Executive  will be so
disabled.  In the event  that this  Agreement  is  terminated  pursuant  to this
Section 10(c),  the Executive shall be entitled to receive,  when the same would
have been paid to the Executive,  (i) all Base Salary and benefits to be paid or
provided to the Executive  under this Agreement  through the Date of Termination
and (ii) the Base  Salary  and health  benefits  to be paid or  provided  to the
Executive under this Agreement until the earlier of (x) six months following the
Date of Termination and (y) the expiration of the Term.



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                           (d) By the Company for Cause.  This  Agreement may be
terminated  by the  Company  by  written  notice to the  Executive  ("Notice  of
Termination")  upon the occurrence of any of the following events (each of which
shall constitute "Cause" for termination):  (i) the Executive commits any act of
gross negligence,  incompetence, fraud or willful misconduct causing harm to the
Company,  (ii) the conviction of the Executive of a felony that could  adversely
affect the Company or its reputation,  (iii) the Executive intentionally obtains
personal  gain,  profit or  enrichment at the expense of the Company or from any
transaction  in which the  Executive  has an  interest  which is  adverse to the
interest of the  Company  unless the  Executive  shall have  obtained  the prior
written consent of the Company Board,  (iv) the Executive acts in a manner which
is  materially  detrimental  or damaging to the Company's  reputation,  business
operations or relations with its employees,  suppliers or customers,  or (v) any
material  breach  by  the  Executive  of  this  Agreement,   including,  without
limitation,  a  material  breach of  Section 13  hereof,  which  breach  remains
uncorrected  for a period of fifteen (15) days after receipt by the Executive of
written  notice from the  Company  setting  forth the  breach.  In the event the
Executive's  employment  by the Company is  terminated  pursuant to this Section
10(d),  the Executive  shall be entitled to receive all Base Salary and benefits
to be paid or provided to the Executive under this Agreement through the Date of
Termination.

                           (e) By the Company  Without Cause.  The employment by
the Company of the Executive pursuant to this Agreement may be terminated by the
Company at any time without Cause by delivery of a Notice of  Termination to the
Executive.  In the event that the  employment  by the  Company of the  Executive
pursuant to this  Agreement is terminated by the Company  without Cause pursuant
to this Section 10(e),  the Executive  shall continue to be paid his Base Salary
and benefits for twelve months after Date of Termination.

                           (f)  Date of  Termination.  The  Executive's  Date of
Termination  shall  be (i) if  the  Executive's  employment  by the  Company  is
terminated  pursuant  to  Section  10(b),  the  date of his  death,  (ii) if the
Executive's  employment by the Company is terminated  pursuant to Section 10(c),
the last day of the six-month period referred to in Section 10(c),  (iii) if the
Executive's  employment by the Company is terminated  pursuant to Section 10(d),
the date on which a Notice of Termination is given,  and (iv) if the Executive's
employment is terminated  pursuant to Section  10(e),  the date set forth in the
Notice of Termination.

                  11.      Representations.

                           (a) The Company  represents  and  warrants  that this
Agreement has been authorized by all necessary  corporate  action of the Company
and is a valid and binding  agreement of the Company  enforceable  against it in
accordance with its terms.



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                           (b) The Executive  represents and warrants that he is
not a party to any agreement or instrument which would prevent him from entering
into or performing his duties in any way under this Agreement.

                  12.  Assignment;   Binding  Agreement.  This  Agreement  is  a
personal  contract and the rights and interests of the  Executive  hereunder may
not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him,
except as otherwise  expressly  permitted by the  provisions of this  Agreement.
This Agreement shall inure to the benefit of and be enforceable by the Executive
and  his   personal  or  legal   representatives,   executors,   administrators,
successors, heirs, distributees,  devisees and legatees. If the Executive should
die while any amount would still be payable to him  hereunder  had the Executive
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to his devisee,  legatee, or
other designee or, if there is no such designee, to his estate.

                  13.      Confidentiality; Non-Competition; Ownership of Works.

                           (a) Executive  acknowledges that: (i) the Business is
intensely  competitive  and that  Executive's  employment  by the  Company  will
require that Executive have access to and knowledge of confidential  information
of the Company,  including,  but not limited to, the  identity of the  Company's
customers,  the  identity  of the  representatives  of  customers  with whom the
Company has dealt,  the kinds of services  provided by the Company to  customers
and offered to be performed  for potential  customers,  the manner in which such
services are performed or offered to be  performed,  the service needs of actual
or  prospective  customers,  pricing  information,  information  concerning  the
creation,  acquisition,  or disposition of products and services, creative ideas
and concepts,  computer software applications and other programs, research data,
personnel information and other trade secrets (the "Confidential  Information");
(ii) the direct or  indirect  disclosure  of any such  Confidential  Information
would  place the  Company  at a  competitive  disadvantage  and would do damage,
monetary or  otherwise,  to the  Company's  business;  and (iii) the engaging by
Executive in any of the activities  prohibited by this Section 13 may constitute
improper  appropriation and/or use of such Confidential  Information.  Executive
expressly  acknowledges the trade secret status of the Confidential  Information
and  that  the  Confidential  Information  constitutes  a  protectable  business
interest  of the  Company.  Accordingly,  the  Company  and  Executive  agree as
follows:

                           (b) For  purposes  of this  Section  13, the  Company
shall be  construed  to include the  Company  and its  parents and  subsidiaries
engaged in the Business, including any divisions managed by Executive.

                           (c) During  Executive's  employment with the Company,
and at all times after the  termination of Executive's  employment by expiration
of the Term or otherwise,  Executive shall not, directly or indirectly,  whether
individually, as a director,  stockholder,  owner, partner, employee, principal,
or agent of any  business,  or in any  other  capacity,  make  known,  disclose,
furnish, make available, or utilize any of the Confidential  Information,  other
than  in  the  proper  performance  of the  duties  contemplated  herein,  or as
expressly permitted herein, or as required by a court of competent  jurisdiction
or other  administrative or legislative body; provided that, prior to disclosing
any  of  the   Confidential   Information  as  required  by  a  court  or  other
administrative or legislative body,  Executive shall promptly notify the Company
so that the Company may seek a  protective  order or other  appropriate  remedy.
Executive  agrees  to  return  all  documents  or  other  materials   containing
Confidential  Information,  including  all  photocopies,  extracts and summaries
thereof, and any such information stored electronically on tapes, computer disks
or in any other  manner,  to the Company at any time upon request by the Company
and immediately upon the termination of his employment for any reason.

                           (d) During  Executive's  employment with the Company,
Executive shall not engage in  "Competition"  with the Company.  For purposes of
this Agreement,  Competition by Executive shall mean Executive's engaging in, or
otherwise  directly or indirectly being employed by or acting as a consultant or
lender  to,  or  being  a  director,   officer,  employee,   principal,   agent,
stockholder,  member,  owner or partner of, or permitting his name to be used in
connection with the activities of, any other business or  organization  anywhere
in the Western  Hemisphere  which  competes,  directly or  indirectly,  with the
Business of the Company.



<PAGE>


                           (e)  For a  period  of one  (1)  year  following  the
termination of Executive's  employment,  whether upon  expiration of the Term or
otherwise, Executive shall not engage in Competition, as defined above, with the
Company in any locality or region of the Western Hemisphere in which the Company
had  operations  at the time of, or within six (6) months prior to,  Executive's
termination,  or in which,  during the six (6) month period prior to Executive's
termination,  the  Company  had made  substantial  plans with the  intention  of
establishing  operations in such locality or region; provided that, it shall not
be a violation of this  sub-paragraph  for Executive to become the registered or
beneficial  owner of up to one percent (1%) of any class of the capital stock of
a competing corporation registered under the Securities Exchange Act of 1934, as
amended,  provided that Executive does not actively  participate in the business
of such corporation until such time as this covenant expires.

                           (f) For a period  of one (1) year  after he ceases to
be employed  hereunder by the Company,  whether upon  expiration  of the Term or
otherwise,  Executive agrees that he will not,  directly or indirectly,  for his
benefit or for the benefit of any other  person,  firm or entity,  do any of the
following:

                         i solicit from any  customer  doing  business  with the
                    Company as of Executive's termination,  business of the same
                    or of a similar  nature to the  business of the Company with
                    such customer;

                         ii solicit  from any known  potential  customer  of the
                    Company  business of the same or of a similar nature to that
                    which has been the  subject of a known  written or oral bid,
                    offer,  or  proposal  by  the  Company,  or  of  substantial
                    preparation with a view to making such a bid,  proposal,  or
                    offer,   within   six  (6)  months   prior  to   Executive's
                    termination;

                         iii recruit or solicit the  employment  or services of,
                    or hire,  any  person  who was known to be  employed  by the
                    Company  upon  termination  of  Executive's  employment,  or
                    within six (6) months prior thereto; or

                         iv otherwise  knowingly  interfere with the business or
                    accounts of the Company.



<PAGE>


                           (g)  The   Executive   will  make  full  and   prompt
disclosure  to the  Company of all  inventions,  improvements,  formulas,  data,
programs,  processes,  ideas,  concepts,  discoveries,   methods,  developments,
software, and works of authorship, whether or not copyrightable,  trademarkable,
or patentable, which are created, made, conceived, or reduced to practice by the
Executive,  either alone,  under his direction or jointly with others during the
period of his employment with the Company,  whether or not during normal working
hours or on the  premises  of the  Company,  which (i)  relate to the  actual or
anticipated  business,  activities,  or research of the Company,  or (ii) result
from or are suggested by work  performed by the  Executive  for the Company,  or
(iii) result, to any extent, from use of the Company's premises or property (all
of which are collectively  referred to in this Agreement as "Works").  All Works
shall be the sole  property of the Company,  and, to the extent that the Company
is not already  considered  the owner  thereof as a matter of law, the Executive
hereby  assigns to the Company,  without  further  compensation,  all his right,
title,  and  interest in and to such Works and any and all related  intellectual
property rights (including,  but not limited to, patents,  patent  applications,
copyrights,  copyright  applications,  and trademarks) in the Western Hemisphere
and elsewhere.  Notwithstanding the foregoing,  this Agreement does not apply to
any  invention  for which no  equipment,  supplies,  facility,  or trade  secret
information  of the  Company  was used and which was  developed  entirely on the
Executive's own time,  unless:  (A) the invention relates (X) to the Business of
the Company, or (Y) to the Company's actual demonstratively anticipated research
or  development;  or (B) the  invention  results from any work  performed by the
Executive for the Company.

                           (h)  Executive  acknowledges  that the services to be
rendered  by him to the Company  are of a special  and unique  character,  which
gives this Agreement a peculiar value to the Company,  the loss of which may not
be reasonably or adequately  compensated for by damages in an action at law, and
that a breach or threatened breach by him of any of the provisions  contained in
this Section 13 will cause the Company irreparable  injury.  Executive therefore
agrees that the  Company  shall be  entitled,  in addition to any other right or
remedy,  to a temporary,  preliminary,  and  permanent  injunction,  without the
necessity of proving the  inadequacy  of monetary  damages or the posting of any
bond or security,  enjoining or restraining Executive from any such violation or
threatened violations.

                           (i) Executive  further  acknowledges  and agrees that
due to the uniqueness of his services and confidential nature of the information
he will possess, the covenants set forth herein are reasonable and necessary for
the protection of the business and goodwill of the Company.

                           (j) If any one or more of the provisions contained in
this Agreement shall be held to be excessively  broad as to duration,  activity,
or subject,  such provisions shall be construed by limiting and reducing them so
as to be enforceable to the fullest extent permitted by law.


                  144  Entire  Agreement.   This  Agreement   contains  all  the
understandings  between the parties hereto pertaining to the matters referred to
herein, and supersedes any other undertakings and agreements, whether oral or in
writing,  previously  entered into by them with respect  thereto.  The Executive
represents  that,  in  executing  this  Agreement,  he does not rely and has not
relied upon any  representation  or  statement  not set forth herein made by the
Company  with  regard to the  subject  matter or  effect  of this  Agreement  or
otherwise.



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                  155 Amendment or  Modification,  Waiver.  No provision of this
Agreement may be amended or waived, unless such amendment or waiver is agreed to
in writing,  signed by the  Executive  and by a duly  authorized  officer of the
Company.  No waiver by any party hereto of any breach by another party hereto of
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of a similar or  dissimilar  condition  or provision at
the same time, any prior time, or any subsequent time.

                  166  Notices.  Any  notice to be given  hereunder  shall be in
writing and shall be deemed given when delivered personally,  sent by courier or
facsimile or registered  or certified  mail,  postage  prepaid,  return  receipt
requested, addressed to the party concerned at the address indicated below or to
such other  address as such party may  subsequently  give  notice  hereunder  in
writing:

                  To the Executive at:

                  Timothy J. Nalepka


                  To the Company at:

                  Motor Coach Industries International, Inc.
                  1700 East Golf Road ~ Suite 300
                  Schaumburg, Illinois  60173
                  Facsimile:   (847) 285-2079
                  Attention:  Chief Operating Officer

                  Any  notice  delivered  personally  or by  courier  under this
Section 16 shall be deemed  given on the date  delivered  and any notice sent by
facsimile or registered  or certified  mail,  postage  prepaid,  return  receipt
requested, shall be deemed given on the date transmitted by facsimile or mailed.



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                  177  Severability.  If any provision of this  Agreement or the
application  of any  such  provision  to any  party  or  circumstances  shall be
determined   by  any  court  of  competent   jurisdiction   to  be  invalid  and
unenforceable to any extent,  the remainder of this Agreement or the application
of such provision to such person or  circumstances  other than those to which it
is so determined to be invalid and unenforceable, shall not be affected thereby,
and each  provision  hereof  shall be  validated  and shall be  enforced  to the
fullest extent permitted by law.

                  188 Survivorship. The respective rights and obligations of the
parties  hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.

                  19  Governing  Law.  This  Agreement  will be  governed by and
construed in accordance  with the laws of the State of Illinois,  without regard
to the principles of conflicts of law thereof.

                  190  Headings.   All  descriptive  headings  of  sections  and
paragraphs  in this  Agreement  are  intended  solely  for  convenience,  and no
provision  of this  Agreement  is to be construed by reference to the heading of
any section or paragraph.

                  201  Withholding.  All  payments to the  Executive  under this
Agreement  shall be reduced by all applicable  withholding  required by federal,
state, or local law.

                  212   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.


                            [SIGNATURE PAGE FOLLOWS]


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                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Employment Agreement on _____________, 2001, to be effective as of the Effective
Date.


                                    MOTOR COACH INDUSTRIES INTERNATIONAL, INC.


                                    By:   _____________________________________
                                    Name:
                                    Title:




                                          _____________________________________
                                                      Timothy J. Nalepka