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                     EMPLOYMENT AGREEMENT FOR JAMES D. CIRAR

AGREEMENT  made  effective  as of the 28th day of  January  2000,  among  Gunite
Corporation ("Gunite"), Transportation Technologies Industries, Inc., a Delaware
corporation  (the  "Company"),  and  James  D.  Cirar  (the  "Executive").  This
Agreement shall become effective only if the closing under the Merger Agreement,
dated the date  hereof,  between the Company and  Transportation  Acquisition  I
Corp. occurs.

                  WHEREAS, the Company,  through its wholly-owned  subsidiaries,
including Gunite, is engaged in the business of manufacturing  equipment for the
transportation  industry including  wheel-end  components and air suspension and
static seating for medium and heavy-duty trucks, body and chassis components for
heavy duty  trucks,  and  complex  iron  castings  for a variety  of  industries
including  trucking,  automotive,  agricultural,   construction  and  industrial
machinery (such business hereinafter referred to as the "Business"); and

                  WHEREAS, the Executive, as a result of training, expertise and
personal  application  over the years, has acquired and will continue to acquire
considerable and unique  expertise and knowledge which are of substantial  value
to Gunite and the  Company  in the  conduct,  management  and  operation  of its
Business, and Gunite and the Company consider it essential to the best interests
of Gunite and the Company's  shareholders to foster the continuous employment of
key management personnel; and

                  WHEREAS, the Executive currently serves as President and Chief
Executive Officer of Gunite,  and the Company desires to continue the employment
and service of the  Executive in such  capacities  and is willing to provide the
Executive  with  certain  benefits  in  the  event  of  the  termination  of the
Executive's employment with Gunite;

                  NOW  THEREFORE,   in  consideration   of  Gunite's   continued
employment  of the  Executive  and the  benefits to be derived by the  Executive
hereunder, and of the Executive's agreement to continued employment by Gunite as
provided herein, the parties mutually agree as follows:

         1. EMPLOYMENT.  Gunite hereby agrees to continue to employ the
Executive,  and the Executive  hereby agrees to continue to serve Gunite, on the
terms and conditions set forth herein.

         2. TERM.  The  employment of the  Executive by Gunite  pursuant to this
Agreement will continue as of the date hereof (the  "Effective  Date") and shall
expire on the third  anniversary  of the  Effective  Date (the  "Term"),  unless
extended, as set forth below, or otherwise terminated pursuant to the provisions
of this AGREEMENT;  PROVIDED,  HOWEVER, that commencing on the first anniversary
from the Effective  Date and on each  anniversary  thereafter,  the Term of this
Agreement shall  automatically  be extended for one additional year unless,  not
later than 90 days prior to such anniversary, the Executive or Gunite shall have
given  notice in writing  that he or it does not wish to extend this  Agreement;
and provided  further,  if a Change in Control  shall have  occurred  during the
Term,  this  Agreement  shall  continue in effect and the Term shall be extended
until at least the later of the third  anniversary of such Change in Control or,
if such  Change in  Control  shall be caused by the  shareholder  approval  of a
merger or  consolidation  described in Section  6(d)(iii)(C)  hereof,  the third
ANNIVERSARY OF THE CONSUMMATION OF SUCH MERGER OR CONSOLIDATION.3.  POSITION AND
DUTIES.  The Executive shall serve as President and Chief  Executive  Officer of
Gunite,  and shall  have such  responsibilities,  duties  and  authority  as are
customarily associated with such offices, including but not limited to, those he
may have as of the Effective  Date. The Executive  shall devote such time to the
performance  of  his  duties  as is  necessary  to  SATISFACTORILY  PERFORM  HIS
RESPONSIBILITIES  AND DUTIES.4.  PLACE OF  PERFORMANCE.  In connection  with the
Executive's employment by Gunite, the Executive shall be based at the offices of
Gunite in Rockford, Illinois, except for required travel on Gunite's business to
the extent consistent with Company practices prior to the Effective Date. Gunite
shall pay all expenses related to such office  facilities (or comparable  office
facilities  selected by the Executive),  including,  without  limitation,  rent,
salaries,  equipment,  utilities  and  other  OPERATING  COSTS  AND  EXPENSES.5.
COMPENSATION AND RELATED  MATTERS.  As compensation  and  consideration  for the
performance by the Executive of the  Executive's  duties,  responsibilities  and
covenants  pursuant to this  Agreement,  Gunite will pay the  Executive  and the
Executive  agrees to accept in full payment for such performance THE AMOUNTS AND
BENEFITS  SET  FORTH  BELOW.(A)  SALARY.  During  the  Term  of the  Executive's
employment hereunder, Gunite shall pay to the Executive an annual base salary at
a rate of  $250,000  commencing  on the  first day of the  calendar  year of the
Effective Date or such higher rate as may from time to time be determined by the
Board,  such  salary  to be paid in  substantially  equal  installments  no less
frequently  than  monthly.  This  salary may be  increased  from time to time by
Gunite in its sole discretion.  Compensation of the Executive by salary payments
shall  not be  deemed  exclusive  and  shall  not  prevent  the  Executive  from
participating in any other compensation or benefit plan of Gunite or the Company
or any  of  the  Company's  subsidiaries  or  affiliates.  The  salary  payments
(including any increased salary  payments)  hereunder shall not in any way limit
or reduce any other  obligation of Gunite or the Company  hereunder or under any
other  compensation  or benefit plan or agreement  under which the  Executive is
entitled to receive payments or other benefits from Gunite or the Company or any
of the Company's subsidiaries or affiliates, and no other compensation,  benefit
or  payment  hereunder  or under  any  other  compensation  or  benefit  plan or
agreement  under which the  Executive  is entitled to receive  payments or other
benefits  from  Gunite  or the  Company  shall in any way  limit or  reduce  the
obligation of Gunite to pay the

         EXECUTIVE'S  SALARY   HEREUNDER.(B)  BONUS.  During  the  Term  of  the
Executive's  employment  hereunder,  the Executive shall receive an annual bonus
equal to one percent  (1%) of Gunite's  earnings  before  interest,  taxes,  and
amortization  ("EBITA")  for such year.  The bonus shall be earned on a pro rata
basis during the year and shall be based on Gunite's  financial  statements  for
such year.  Following the  Executive's  Date of Termination for any reason other
than Cause,  Gunite shall pay to the Executive a lump sum amount, in cash, equal
to one percent  (1%) OF GUNITE'S  EBITA FROM  JANUARY 1 OF SUCH YEAR THROUGH THE
DATE OF TERMINATION.(C)  EXPENSES. During the Term of the Executive's employment
hereunder,  the Executive shall be entitled to receive prompt  reimbursement for
reasonable living expenses in Rockford, Illinois (unless Executive relocates his
residence to Rockford),  and all reasonable travel and entertainment expenses or
other out-of-pocket  business expenses incurred by the Executive during the Term
in fulfilling the Executive's duties and responsibilities  hereunder,  including
all  expenses  of travel and living  while away from home on  business or at the
request  of and in the  service  of  Gunite,  provided  that such  expenses  are
incurred and  accounted  for in  accordance  with the  policies  and  procedures
established by GUNITE.(D) OTHER BENEFITS AND PERQUISITES. During the Term of the
Executive's  employment   hereunder:(i)  the  Executive  shall  be  entitled  to
participate  in or receive  benefits  under any employee  retirement  or welfare
benefit plan or arrangement made available by the Company at any time during his
employment  hereunder  to its  executive  employees  (collectively  the "Benefit
Plans"),   including   without   limitation  each  qualified  or   non-qualified
retirement,  thrift or profit  sharing plan,  life  insurance and accident plan,
supplemental pension and life insurance, medical and dental insurance plans, and
disability plan, subject to and on a basis consistent with the terms, conditions
and overall administration of such plans and arrangements; and

                           (ii)  Gunite  shall   reimburse   the  Executive  for
         reasonable  expenses of an automobile  chosen by the  Executive,  in an
         amount of up to eight hundred fifty dollars ($850) per month as well as
         automobile  insurance and maintenance,  according to Gunite's  policies
         and upon the Executive's presentation of appropriate documentation. The
         Executive  shall also be entitled to all other  perquisites the Company
         gives to its executive employees.

                  Gunite shall pay the Executive  such  additional  amount as is
necessary  (after taking into account all federal,  state and local income taxes
imposed  upon the  Executive  as a result of the  receipt  of the  benefits  and
perquisites  contemplated  by this Section  5(e)) to place the  Executive in the
same  after-tax  position the  Executive  would have been in had no income taxes
been  imposed  upon or incurred or paid by the  Executive  with  respect to such
benefits and perquisites (the "Benefit  Gross-Up").Nothing paid to the Executive
under any plan,  arrangement or perquisite currently in effect or made available
in the  future  shall  be  deemed  to be in lieu of the  salary  payable  to the
Executive  pursuant to paragraph (a) of this Section 5. Any payments or benefits
payable  to the  Executive  under this  Section 5 in respect of any year  during
which the  Executive  is  employed  by Gunite for less than the entire such year
shall,  unless  otherwise  provided in the applicable  plan or  arrangement,  be
prorated in  accordance  with the number of days in such year during which he is
so employed.(e) VACATIONS.  During his employment hereunder, the Executive shall
be entitled to paid  vacation in each  calendar  year,  determined in accordance
with Gunite's vacation policy.  The Executive shall also be entitled to all paid
HOLIDAYS  AND  PERSONAL  DAYS  GIVEN BY  GUNITE  TO ITS  EXECUTIVE  EMPLOYEES.6.
TERMINATION.  The Executive's  EMPLOYMENT  HEREUNDER MAY BE TERMINATED UNDER THE
FOLLOWING  CIRCUMSTANCES:(A)  DEATH. The Executive's  employment HEREUNDER SHALL
TERMINATE  UPON HIS  DEATH.(B)  DISABILITY.  If,  in the  written  opinion  of a
qualified  physician  selected by Gunite,  the Executive  shall become unable to
perform his duties  hereunder due to physical or mental illness which  continues
for one year,  Gunite may terminate the Executive's  employment  hereunder.n (c)
CAUSE. Gunite may terminate the Executive's  employment hereunder for Cause. For
purposes  of  this  Agreement,  Gunite  shall  have  "Cause"  to  terminate  the
Executive's  employment hereunder upon:(i) the willful and continuous neglect or
refusal to perform the Executive's  duties or  responsibilities,  or the willful
taking of actions (or willful failures to take actions) which materially  impair
the Executive's ability to perform his duties or responsibilities  which in each
case continues after being brought to the attention of the Executive (other than
any such failure  resulting from the  Executive's  incapacity due to physical or
mental illness or any such actual or anticipated failure after the issuance of a
Notice of Termination (as defined in subsection (e) hereof ); or

                           (ii) any act by the Executive which constitutes gross
         negligence  or  willful  misconduct  in the  performance  of his duties
         hereunder,  or the conviction of the Executive for any felony,  in each
         case which is  materially  and  manifestly  injurious  to Gunite or the
         Company  and which is  brought to the  attention  of the  Executive  in
         writing  not more than thirty  days from the date of its  discovery  by
         Gunite or the Company.

                           For  purposes  of this  subsection  (c),  no act,  or
failure to act, on the Executive's  part shall be considered  "willful",  unless
done,  or  omitted to be done,  by him not in good  faith or without  reasonable
belief  that his action or  omission  was in the best  interest of Gunite or the
Company.  Notwithstanding  the foregoing,  the Executive  shall not be deemed to
have been  terminated  for Cause without (1)  reasonable  written  notice to the
Executive  specifying in detail the specific  reasons for Gunite's  intention to
terminate for Cause,  (2) an opportunity  for the  Executive,  together with his
counsel,  to be heard before the Board,  (3) with respect to actions or inaction
specified in paragraph (i) above, a reasonable  opportunity for the Executive to
cure the  action or  inaction  specified  by  Gunite,  and (4)  delivery  to the
Executive of a Notice of Termination, as defined in subsection (e) hereof.

                  (D)      GOOD REASON.
                           -----------

                           (i)  The  Executive  may  terminate  his   employment
                                hereunder for Good Reason.

                           (ii) For purposes of this  Agreement,  "Good  Reason"
         shall mean,  without  the  Executive's  express  written  consent,  the
         occurrence   of  any  of  the  following   circumstances   unless  such
         circumstances  are fully corrected prior to the Date of Termination (as
         defined in subsection (f) of this Section 6) specified in the Notice of
         Termination  (as defined in subsection  (e) of this Section 6) given in
         respect  thereof:  (A) a material change in the  Executive's  position,
         duties,  responsibilities  (including  reporting  responsibilities)  or
         authority  (except  during  periods  when the  Executive  is  unable to
         perform  all or  substantially  all of the  Executive's  duties  and/or
         responsibilities on account of the Executive's illness (either physical
         or mental) or other incapacity),  which, in the Executive's  reasonable
         judgment,  represent an adverse  change,  (B) a reduction in either the
         Executive's  annual rate of base salary or bonus  formula as  specified
         under  Section  5(b)  hereof,  (C)  failure  to provide  facilities  or
         services  which are suitable as  determined by the Board of the Company
         to the  Executive's  position and adequate for the  performance  of the
         Executive's  duties  and  responsibilities,  including  the  failure to
         maintain the Rockford  office without the prior written  consent of the
         Executive,   or  (D)  any  purported   termination  by  Gunite  of  the
         Executive's  employment  which is not effected  pursuant to a Notice of
         Termination  satisfying  the  requirements  of  subsection  (e) of this
         Section  6 (and  for  purposes  of this  Agreement  no  such  purported
         termination  shall be effective).  The  Executive's  right to terminate
         employment  pursuant  to this  subsection  shall not be affected by the
         Executive's incapacity due to physical or mental illness.

                           (iii) A "Change in  Control"  shall be deemed to have
         occurred  if the  conditions  set  forth  in any  one of the  following
         paragraphs shall have been satisfied:

                                    (A) any Person is or becomes the  Beneficial
                  Owner,  directly or  indirectly,  of securities of the Company
                  (not  including in the securities  beneficially  owned by such
                  Person any  securities  acquired  directly from the Company or
                  its  affiliates)  representing  20% or  more  of the  combined
                  voting power of the Company's then outstanding securities; or

                                    (B)  during  any  period of two  consecutive
                  years (not including any period prior to the execution of this
                  Agreement),  individuals  who at the  beginning of such period
                  constitute  the  Board  and any  new  director  (other  than a
                  director  designated  by a  Person  who  has  entered  into an
                  agreement  with the Company to effect a transaction  described
                  in clause (A), (B) or (C) of this paragraph) whose election by
                  the  Board  or  nomination   for  election  by  the  Company's
                  stockholders  was  approved  by a vote of at least  two-thirds
                  (2/3) of the  directors  then still in office who either  were
                  directors, at the beginning of the period or whose election or
                  nomination for election was previously so approved,  cease for
                  any reason to constitute a majority thereof; or

                                    (C) the  shareholders of the Company approve
                  a merger  or  consolidation  of the  Company  with  any  other
                  corporation,  other  than (i)  merger or  consolidation  which
                  would  result  in  the  voting   securities   of  the  Company
                  outstanding  immediately prior thereto continuing to represent
                  (either by remaining  outstanding  or by being  converted into
                  voting  securities of the surviving  entity),  in  combination
                  with the ownership of any trustee or other  fiduciary  holding
                  securities under an employee  benefit plan of the Company,  at
                  least  75%  of  the  combined   voting  power  of  the  voting
                  securities of the Company or such surviving entity outstanding
                  immediately  after  such  merger or  consolidation,  or (ii) a
                  merger   or    consolidation    effected   to    implement   a
                  recapitalization  of the Company (or similar  transaction)  in
                  which no Person  acquires more than 50% of the combined voting
                  power of the Company's then outstanding securities; or

                                    (D) the  shareholders of the Company approve
                  a plan of complete  liquidation of the Company or an agreement
                  for  the  sale  or  disposition  by  the  Company  of  all  or
                  substantially all the Company's assets.


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                           Notwithstanding  the  foregoing,  a Change in Control
         shall not  include  any  transaction  with any entity or group which is
         wholly or partly  controlled by the Chief Executive  Officer and one or
         more  of  the  other  executive  officers  of  the  Company  in  office
         immediately  prior  to  such  transaction.(iv)  For  purposes  of  this
         Agreement,  "Beneficial  Owner" shall have the meaning  defined in Rule
         13d-3  under the  Securities  Exchange  Act of 1934,  as  amended  (the
         "Exchange Act").

                           (v) For purposes of this  Agreement,  "Person"  shall
         have the  meaning  given in Section  3(a)(9) of the  Exchange  Act,  as
         modified and used herein;  however,  a Person shall not include (i) the
         Company or any of its  subsidiaries,  (ii) a trustee or other fiduciary
         holding securities under an employee benefit plan of the Company or any
         of  its  subsidiaries,   (iii)  an  underwriter   temporarily   holding
         securities  pursuant  to an  offering  of  such  securities,  (iv)  the
         stockholders  of the Company  immediately  after the  merger;  or (v) a
         corporation owned,  directly or indirectly,  by the stockholders of the
         Company in  substantially  the same  proportions as their  ownership of
         stock of the Company.

                  (E) NOTICE OF TERMINATION.  Any termination of the Executive's
employment by Gunite or by the Executive  (other than a termination  pursuant to
subsection (a) hereof) shall be communicated by written Notice of Termination to
the other party  hereto in  accordance  with  Section  12. For  purposes of this
Agreement,  a "Notice of  Termination"  shall mean a notice which shall indicate
the specific  termination  provision in this Agreement relied upon and shall set
forth in  reasonable  detail  the facts and  circumstances  claimed to provide a
basis for  termination  of the  Executive's  employment  under the  provision so
indicated.(f) "Date of Termination" shall mean (i) if the Executive's employment
is terminated  pursuant to subsection (a) above, the date of his death,  (ii) if
the  Executive's  employment  is terminated  pursuant to  subsection  (b) above,
thirty days after Notice of  Termination  is given  (provided that the Executive
shall not have returned to the full-time  performance of the Executive's  duties
during  such  thirty  day  period),  (iii)  if  the  Executive's  employment  is
terminated  pursuant to subsection  (c) or (d) above,  the date specified in the
Notice of Termination which, in the case of a termination for Cause shall be the
date  such  Notice  of  Termination  is given (or such  later  date as  provided
therein),  and in the case of a  termination  for Good Reason  shall not be less
than  twenty  (20) nor more than  thirty  (30) days from the date such Notice of
Termination  is given,  or (iv) if the Executive  terminates  his employment and
fails to provide written notice to Gunite of such termination,  the date of such
termination;  PROVIDED,  HOWEVER,  that if within  fifteen  (15) days  after any
Notice of  Termination  is given or, if later,  prior to the Date of Termination
(as determined without regard to this proviso),  the party receiving such Notice
of  Termination  notifies the other party that a dispute  exists  concerning the
termination, then the Date of Termination shall be the date on which the dispute
is finally  determined,  either by mutual written agreement of the parties, by a
binding arbitration award or by a final judgment,  order or decree of a court of
competent  jurisdiction  (which is not  appealable  or with respect to which the
time for appeal  therefrom  has expired and no APPEAL HAS BEEN  PERFECTED);  AND
PROVIDED, FURTHER, that the Date of Termination shall be extended by a notice of
dispute  only if such  notice is given in good faith and the party  giving  such
notice  pursues  the  resolution  of such  dispute  with  reasonable  diligence.
Notwithstanding  the  foregoing,  if the dispute is resolved in favor of Gunite,
the Date of  Termination  shall not he deemed to have been extended for purposes
of this  Agreement.  If the Date of  Termination  is  extended  by a  notice  of
dispute,   the  rights  and  the   obligations  of  the  parties  upon  a  final
determination  shall be governed by the terms of this  Agreement,  regardless of
whether  the  Agreement  otherwise  remains  in effect on the date of such final
determination.  Notwithstanding  the pendency of any such  dispute,  Gunite will
continue to pay to the Executive his full compensation in effect when the notice
giving  rise to the  dispute  was given  (including,  but not  limited  to, base
salary) and continue the Executive as a participant in all compensation, benefit
and insurance  plans and  perquisites  in which the Executive was  participating
when the notice giving rise to the dispute was given and the Executive shall, at
Gunite's request,  continue to perform his obligations hereunder,  in each case,
until the dispute is finally  resolved  in  accordance  with this  subsection.If
Gunite  elects not to have the  Executive  continue to perform  his  obligations
hereunder  during the  pendency  of such  dispute,  and Gunite  prevails in such
dispute,  then the Executive  shall promptly return to Gunite any monies (or the
value of any benefits)  received with respect to service  performed by him after
the originally  STATED DATE OF TERMINATION TO WHICH THE EXECUTIVE WOULD NOT HAVE
BEEN  OTHERWISE  ENTITLED.7.  COMPENSATION  UPON  TERMINATION,  DEATH OR  DURING
DISABILITY.

                  (a) During any period that the Executive  fails to perform his
duties  hereunder as a result of incapacity  due to physical or mental  illness,
the Executive  shall continue to receive his full base salary and other benefits
at the rate  then in effect  for such  period  (offset  by any  payments  to the
Executive  received pursuant to disability benefit plans maintained by Gunite or
the Company) until his employment is terminated pursuant to Section 6(b) hereof,
and upon such termination, Gunite shall pay all other unpaid amounts, if any, to
which the  Executive is entitled as of such Date of  Termination,  including any
expenses  owed  pursuant to Section 5(c) (which  amounts shall be paid in a lump
sum  within  10  days of  such  Date  of  Termination)  and  amounts  under  any
compensation plan or program of Gunite or the Company, at the time, if any, such
payments are payable to the  Executive  under the terms of such plan in light of
the circumstances in which such termination occurred, and neither Gunite nor the
Company shall,  thereafter,  have no further  obligations to the Executive under
this  Agreement.(b)  If the  Executive's  employment is terminated by his death,
Gunite shall within ten days following the date of the  Executive's  death,  (i)
pay any amounts  due to the  Executive  under  Section 5 through the date of his
death  and  (ii)  pay to the  Executive's  legal  representative  (A) any  death
benefits  provided under any Benefit Plan in accordance with their terms and (B)
all other unpaid  amounts,  if any, to which the Executive is entitled as of the
Date of Termination, including any expenses owed pursuant to Section 5(c) (which
amounts shall he paid in a lump sum within 10 days of such Date of  Termination)
and amounts under any compensation plan or program of Gunite or the Company,  at
the time, if any, such payments are payable to the Executive  under the terms of
such plan in light of the circumstances in which such termination occurred,  and
neither Gunite nor the Company shall, thereafter, have no further obligations to
the  Executive  under  this  Agreement.(c)  If  the  Executive's  employment  is
terminated  by Gunite for Cause or by the  Executive for other than Good Reason,
Gunite  shall  pay the  Executive  his  full  base  salary  through  the Date of
Termination at the rate in effect at the time Notice of Termination is given and
all other unpaid  amounts,  if any, to which the Executive is entitled as of the
Date of  Termination,  including  any expenses owed pursuant to Section 5(c) and
amounts under any compensation plan or program of Gunite or the Company,  at the
time, if any, such payments are payable to the Executive under the terms of such
plan in light of the  circumstances  in which  such  termination  occurred,  and
neither Gunite nor the Company shall, thereafter, have no further obligations to
the Executive under this  Agreement.(d)  Subject to Section 8 hereof,  if (A) in
breach of this Agreement,  Gunite shall terminate the Executive's employment (it
being understood that a purported termination pursuant to Section 6(b) hereof or
Section 6(c) hereof which is disputed  and finally  determined  not to have been
proper shall be a termination by Gunite in breach of this  Agreement) or (B) the
Executive  shall  terminate his  employment  for Good Reason,  then Gunite shall
provide the  following  payments  and  benefits  (collectively,  the  "Severance
Payments"):(i)  Gunite shall pay the Executive his full base salary  through the
Date of  Termination  at the rate in effect at the time Notice of Termination is
given and all other unpaid  amounts,  if any, to which the Executive is entitled
as of the Date of  Termination  including  any amounts owed  pursuant to Section
5(c) and  amounts  under  any  compensation  plan or  program  of  Gunite or the
Company,  at the time such payments are payable to the Executive under the terms
of such plan in light of the  circumstances in which such termination  occurred;
and

                           (ii) in lieu of any  further  salary  payments to the
         Executive  for periods  subsequent to the Date of  Termination,  Gunite
         shall  pay as  liquidated  damages  to the  Executive  on the  Date  of
         Termination,  a lump sum amount  equal to the product of (1) the sum of
         (a) the  Executive's  annual  base salary rate in effect as of the date
         Notice  of  Termination  is  given  and  (b)  the  greatest  of (i) the
         Executive's guaranteed annual bonus (if any) with respect to the fiscal
         year in which the Date of  Termination  occurs,  (ii) the target annual
         bonus which may become  payable to the  Executive  with  respect to the
         fiscal year in which the Date of Termination  occurs,  (iii) the annual
         bonus  payments made to the  Executive  with respect to the fiscal year
         immediately  prior to the fiscal year in which the Date of  Termination
         occurs and (iv) the average of the annual  bonus  payments  made to the
         Executive with respect to the three fiscal years  immediately  prior to
         the  fiscal  year in which  the  Date of  Termination  occurs  (or such
         shorter period as the Executive has been employed by Gunite) multiplied
         by (2) the number three; and

                           (iii)   notwithstanding  any  provision  of  Gunite's
         annual  incentive  plans,  Gunite shall pay to the Executive a lump sum
         amount,  in  cash,  equal  to  the  sum  of (a)  any  annual  incentive
         compensation  which has been  allocated or awarded to the Executive for
         the completed fiscal year preceding the Date of Termination but has not
         yet been paid (pursuant to clause (i) above or otherwise),  and (b) the
         difference between (1) a pro rata portion to the Date of Termination of
         the value of any annual contingent incentive  compensation award to the
         Executive for an uncompleted  fiscal year, as provided in Section 5(b),
         and (2) the amount of any annual  incentive  compensation  award Gunite
         has already paid to the Executive for the uncompleted fiscal year; and

                           (iv)  Gunite  shall  at its  own  cost  continue  the
         participation  of the  Executive  for a period of three  years,  in all
         medical,  life and other employee  "welfare" benefit plans and programs
         (including,  without  limitation,  all  qualified,  non-qualified,  and
         supplemental  retirement  and  welfare  benefit  plans)  in  which  the
         Executive was entitled to participate  immediately prior to the Date of
         Termination,  provided that the Executive's continued  participation is
         permitted  under the terms and provisions of such plans and programs as
         in  effect  on the  date of such  Termination.  In the  event  that the
         Executive's participation in any such plan or program is barred, Gunite
         shall  arrange to provide the  Executive  with  benefits  substantially
         similar to those which the Executive would otherwise have been entitled
         to  receive  under  such plans and  programs  from which his  continued
         participation is barred; and

                           (v)  Gunite  shall,  at its  own  cost,  continue  to
         provide the Executive for a period of three years with the perquisites,
         reimbursements  and payments  Gunite gave or provided to the Executive,
         pursuant to Section 5(e) of this  Agreement,  immediately  prior to the
         Date of Termination; and

                           (vi)  Gunite  shall  pay  to  the   Executive   (upon
         presentation of appropriate invoices and other documentation) an amount
         equal to the  amount of all legal  fees and  expenses  incurred  by the
         Executive in contesting,  arbitrating or disputing any such termination
         or in  seeking to obtain or ENFORCE  ANY RIGHT OR BENEFIT  PROVIDED  BY
         THIS  AGREEMENT;  PROVIDED  that,  such claim has been  brought in good
         faith by the Executive and if the  Executive  shall not be  successful,
         the  Executive  shall  return  50%  of  the  legal  fees  and  expenses
         previously reimbursed to the Executive by Gunite; and

                           (vii) if Gunite shall fulfill its  obligations to the
         Executive  pursuant to this Section  7(d) then  neither  Gunite nor the
         Company shall, thereafter, have no further obligations to the Executive
         under this Agreement.

         (e) The  Executive  shall not be required to mitigate the amount of any
payment provided for in this Section 7 by seeking other employment or otherwise,
nor shall the amount of any payment or benefit provided for in this Section 7 be
reduced by any compensation  earned by the Executive as the result of employment
by another  employer,  by  retirement  benefits,  by offset  against  any amount
claimed to be owed by the Executive to Gunite or the Company,  or  otherwise.(f)
The  obligations  of Gunite to make  payments  and provide  benefits  under this
SECTION 7 SHALL  SURVIVE  THE  TERMINATION  OF THIS  AGREEMENT.8.  TREATMENT  OF
PARACHUTE PAYMENTS.

                  (a)  Notwithstanding  any other  provisions of this Agreement,
and except as set forth below, in the event that any payment or benefit received
or to be received by the Executive in connection with a Change in Control or the
termination of the Executive's employment (whether pursuant to the terms of this
Agreement  or any  other  plan,  arrangement  or  agreement  with  Gunite or the
Company,  any Person whose  actions  result in a Change in Control or any Person
affiliated  with the Company or such  Person) (all such  payments and  benefits,
including the Severance Payments,  being hereinafter called "Total Payments") is
determined to be an "excess  parachute  payment" pursuant to Section 280G of the
Internal  Revenue Code of 1986,  as amended (the  "Code"),  or any  successor or
substitute  provision of the Code,  with the effect that Executive is liable for
the payment of the excise tax described in Code Section 4999 or any successor or
substitute  provision of the Code (the "Excise  Tax"),  then,  after taking into
account any reduction in the Total  Payments  provided by reason of Code Section
280G in such other plan, arrangement or agreement, the cash payments provided in
Section  7(d)(ii) of this  Agreement  shall  first be  reduced,  and the noncash
payments and benefits shall  thereafter be reduced,  to the extent  necessary so
that no portion of the Total  Payments is subject to the Excise  Tax;  provided,
however, that Executive may elect (at any time prior to the payment of any Total
Payment under this Agreement) to have the noncash  payments and benefits reduced
(or  eliminated)  prior  to  any  reduction  of the  cash  payments  under  this
Agreement.  NOTWITHSTANDING  THE  FOREGOING,  PAYMENTS  OR  BENEFITS  UNDER THIS
AGREEMENT WILL NOT be reduced unless:  (i) the net amount of the Total Payments,
as so reduced (and after subtracting the net amount of federal,  state and local
INCOME TAXES ON SUCH REDUCED TOTAL PAYMENTS) IS GREATER than (ii) the difference
of (A) the net  amount of such  Total  Payments,  without  reduction  (but after
subtracting  the net amount of  federal,  state and local  income  taxes on such
Total Payments), minus (B) the amount of Excise Tax to which the Executive would
be subject in respect of such unreduced Total  Payments.(b)  All  determinations
required to be made under this Section 8, and the  assumptions to be utilized in
arriving at such determination, shall be made by the certified public accounting
firm used for auditing purposes by the Company  immediately prior to the Date of
Termination (the  "Accounting  Firm"),  which shall provide detailed  supporting
calculations  both to each of Gunite,  the Company and the  Executive  not later
than 5 days prior to the Date of Termination. The Company shall pay all fees and
expenses of the Accounting Firm. Any  determination by the Accounting Firm shall
be binding upon  Gunite,  the Company and the  Executive,  except as provided in
paragraph (c) below.(c) As a result of the  uncertainty  in the  application  of
Code  Sections  280G and 4999 at the time of the  initial  determination  by the
Accounting  Firm  hereunder,  it is possible that the Internal  Revenue  Service
("IRS") or other agency will claim that an Excise Tax, or a greater  Excise Tax,
is due. If the  Executive  is required to make a payment of any such Excise Tax,
Gunite will promptly pay the Executive an additional amount equal to the amount,
or greater amount,  of Excise Tax the Executive is required to pay (plus a gross
up payment for any income taxes,  interest,  penalties or additional  Excise Tax
payable by Executive with respect to such Excise Tax or additional payment),  as
determined by the Accounting Firm.  Executive will notify Gunite and the Company
in writing of any claim by the IRS or other agency that,  if  successful,  would
require payment by Gunite of the additional  payments under this paragraph.  The
Executive, Gunite and the Company shall each reasonably cooperate with the other
in connection with any  administrative  or judicial  proceedings  concerning the
existence  or amount of  liability  for  Excise  Tax with  respect  to the Total
Payments.  Gunite shall pay all fees and expenses of the Executive relating to a
claim by the IRS or other AGENCY.9.RESTRICTIVE COVENANTS.

         (A) COVENANT NOT TO COMPETE. The Executive  acknowledges that, as a key
management  employee,  the Executive will be involved,  on a high level,  in the
development,  implementation  and  management  of the Company's  strategies  and
plans,   including  those  which  involve  the  Company's  finances,   research,
marketing, planning, operations, industrial relations and acquisitions, and that
he will have access to  Confidential  Information,  as defined in Section 10. By
virtue of the Executive's unique and sensitive position and special  background,
employment of the Executive by a competitor of the Company  represents a serious
competitive  danger to the Company,  and the use of the  Executive's  talent and
knowledge and information about the Company's business, strategies and plans can
and would constitute a valuable competitive  advantage over the Company. In view
of the foregoing,  the Executive  covenants and agrees that, if the  Executive's
employment is terminated  (i) by the Company in breach of this  Agreement,  (ii)
pursuant  to an  event  constituting  Good  Reason  or  (iii)  under  any  other
circumstances,  then,  for a period of two years in the case of clauses  (i) and
(ii) of this sentence,  and for a period of one year in the case of clause (iii)
of this sentence,  after the Date of Termination (the "Non-Compete Period"), the
Executive  will  not  engage  or  be  engaged,  in  any  capacity,  directly  or
indirectly,  including  but not limited to, as an employee,  agent,  consultant,
manager,  executive,  owner or stockholder (except as a passive investor holding
less  than a 5%  equity  interest  in any  enterprise)  in any  business  entity
anywhere  in North  America  which is  engaged  in direct  competition  with any
business of the  Company on the Date of  Termination  which had  revenues of ten
percent (10%) or more of the Company's  consolidated  revenues for the four most
completed fiscal quarters (a business meeting this requirement shall be referred
to as a  "Competitor").If  any court determines that the covenant not to compete
contained in this Section 9, or any part hereof,  is  unenforceable,  such court
shall have the power to reduce the duration or scope of such provision,  or make
any other  changes,  provided that such changes are as close to the terms hereof
as  possible  and,  in  its  reduced  form,   such   provision   SHALL  THEN  BE
ENFORCEABLE.(B) NON-SOLICITATION OF EMPLOYEES. Executive agrees that, during the
Non-Compete Period, he shall not, without the prior written consent of Gunite or
the Company, solicit any current employee of Gunite or the Company or any of its
subsidiaries, or any individual who becomes an employee at or before the Date of
Termination,  to leave such  employment and join or become  affiliated  with any
business that is, during the NON-COMPETE  PERIOD, A  COMPETITOR.(C)  SURVIVAL OF
NON-COMPETE  TERMS.  The  provisions  set forth in this SECTION 9 SHALL  SURVIVE
TERMINATION OF THIS AGREEMENT.10. CONFIDENTIALITY. The Executive recognizes that
he will have access to  confidential  information,  trade  secrets,  proprietary
methods and other data that are the property of and  integral to the  operations
and success of the Company ("Confidential  Information") and therefore agrees to
be bound by the provisions of this Section 10, which each of Gunite, the Company
and Executive  agree and  acknowledge  to be  reasonable  and to be necessary to
Gunite and the Company.  In recognition of this fact, the Executive  agrees that
the  Executive  will not  disclose  any  Confidential  Information  (except  (i)
information   which  becomes  publicly   available  without  violation  of  this
Agreement, (ii) information which the Executive did not know and should not have
known  was  disclosed  to the  Executive  in  violation  of any  other  person's
confidentiality  obligation and (iii) disclosure required in connection with any
legal process  (after giving  Gunite or the Company the  opportunity  to dispute
such  requirement))  to any  person,  firm,  corporation,  association  or other
entity, for any reason or purpose  whatsoever,  nor shall the Executive make use
of any such  information  for the benefit of any person,  firm,  corporation  or
other entity except Gunite or the Company.  The  Executive's  obligation to keep
all of such information  confidential shall be in effect during and for a period
of two  years  after  the  Date of  TERMINATION;  PROVIDED,  HOWEVER,  that  the
Executive  will keep  confidential  and will not  disclose  any trade  secret or
similar  information  protected under law as intangible property (subject to the
same exceptions set forth in THE PARENTHETICAL CLAUSE ABOVE) FOR SO LONG AS SUCH
PROTECTION UNDER LAW IS EXTENDED.11.  BINDING Agreement.  This Agreement and all
rights  of  the  Executive  hereunder  shall  inure  to  the  benefit  of and be
enforceable by the  Executive's  personal or legal  representatives,  executors,
administrators,  successors, heirs, distributees,  devisees and legatees. If the
Executive  should die while any amounts  would still be payable to him hereunder
if he had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance  with the terms of this Agreement to the Executive's
devisee,  legatee,  or other designee or, if there BE NO SUCH  DESIGNEE,  TO THE
EXECUTIVE'S  ESTATE.12.  NOTICE.  Notices,  demands and all other communications
provided for in this  Agreement  shall be in writing and shall be deemed to have
been duly given when delivered,  if delivered  personally,  or (unless otherwise
specified)  mailed by United States certified or registered mail, return receipt
requested, postage prepaid, and when received if delivered otherwise,  addressed
as follows:If to the Executive:

                           James D. Cirar
                           4855 Cider Hill Drive
                           Rochester, Michigan  48306

                           If to Gunite or the Company:
                           Transportation Technologies Industries, Inc.
                           980 North Michigan Avenue
                           Suite 1000
                           Chicago, Illinois  60611
                           Attn: Secretary

                  With a copy to:

                           Robert F. Wall, Esq.
                           Winston & Strawn
                           35 West Wacker Drive
                           Chicago, Illinois  60601

         or to such other  address as any party may have  furnished to the other
in writing in  accordance  herewith,  EXCEPT  THAT  NOTICES OF CHANGE OF ADDRESS
SHALL  BE  EFFECTIVE  ONLY  UPON  RECEIPT.13.  INDEMNIFICATION.   Following  the
Executive's  Date of  Termination,  the Company  will:  (i)  indemnify  and hold
harmless  the  Executive  for  all  costs,  liability  and  expenses  (including
reasonable  attorneys'  fees) for all acts and omissions of the  Executive  that
relate  to  the  Executive's  employment  with  Gunite,  to the  maximum  extent
permitted  by  law;  and  (ii)  continue  the  Executive's  coverage  under  the
directors' and officers'  liability  coverage  maintained by the Company,  as in
effect from time to time,  to the same extent as other  current or former senior
executive  officers AND  DIRECTORS OF THE  COMPANY.14.  GENERAL  PROVISIONS.  No
provision of this  Agreement may be modified,  waived or discharged  unless such
waiver,  modification  or  discharge  is  agreed  to in  writing  signed  by the
Executive  and such  officer  of Gunite and the  Company as may be  specifically
designated  by the Board.  No waiver by either  party  hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement.  The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of  Delaware  without  regard to its  conflicts  of law
PRINCIPLES.15.  VALIDITY. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision  of this  Agreement,  which shall  remain in FULL FORCE AND
EFFECT.16.  COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.17.  ENTIRE AGREEMENT. This
Agreement  sets forth the entire  agreement of the parties  hereto in respect of
the  subject  matter  contained  herein  and  supersedes  all prior  agreements,
promises,   covenants,   arrangements,   communications,    representations   or
warranties,  whether oral or written, by any officer, employee or representative
of any party hereto; and any prior agreement of the parties hereto in respect of
the  subject  matter  contained  herein is hereby  TERMINATED  AND  CANCELED.18.
IRREPARABLE  HARM.  The  Executive   acknowledges   that:  (i)  the  Executive's
compliance  with this  Agreement  is  necessary  to  preserve  and  protect  the
proprietary rights,  Confidential Information and the goodwill of Gunite and the
Company as going concerns;  (ii) any failure by the Executive to comply with the
provisions of this Agreement will result in  irreparable  and continuing  injury
for which there will be no adequate  remedy at law;  and (iii) in the event that
the  Executive  should  fail to comply  with the terms  and  conditions  of this
Agreement,  Gunite and the Company shall be entitled,  in addition to such other
relief as may be proper,  to all types of equitable relief  (including,  but not
limited to, the issuance of an injunction and/or temporary restraining order) as
may be  necessary  to cause the  Executive  to comply  with this  Agreement,  to
RESTORE TO GUNITE OR THE COMPANY ITS PROPERTY, AND TO MAKE GUNITE OR THE COMPANY
WHOLE.19.  CONSENT TO JURISDICTION AND FORUM;  LEGAL FEES AND COSTS.  Gunite and
the Executive hereby expressly and irrevocably agree that any action, whether at
law or in equity, arising out of or based upon this Agreement or the Executive's
employment  by Gunite shall only be brought in a federal or state court  located
in Chicago,  Illinois.  The Executive  hereby  irrevocably  consents to personal
jurisdiction  in such court and to accept service of process in accordance  with
the  provisions  of such  court.  Except as  provided  in  Section  7(d)(v),  in
connection  with any dispute  arising out of or based upon this Agreement or the
Executive's employment by Gunite, each party shall be responsible for its or his
own legal  fees and  expenses  and all court  costs  shall be shared  equally by
Gunite and the Executive  unless the court  apportions  such legal fees or court
costs in a different manner.20.  WITHHOLDING. All payments made to the Executive
pursuant to this Agreement shall be subject to applicable  withholding taxes, if
any,  and any  amount  so  withheld  shall be  deemed  to have  been paid to the
Executive for purposes of amounts due to the Executive  under this  Agreement.IN
WITNESS  WHEREOF,  the parties have executed this AGREEMENT ON THE DATE AND YEAR
FIRST ABOVE WRITTEN.GUNITE CORPORATION  TRANSPORTATION  TECHNOLOGIES INDUSTRIES,
INC.

By: _________________________               By:____________________________

Name: _______________________               Name:__________________________

Title:________________________              Title:_________________________



                     ______________________________________
                                 JAMES D. CIRAR