Exhibit 10.24


                                    AGREEMENT


                  This  AGREEMENT  (the  "Agreement"),  dated as of February 15,
2001,   between  Motor  Coach   Industries   International,   Inc.,  a  Delaware
corporation, and Tocatta, Inc., a Florida corporation (the "Consultant").

                  WHEREAS,  Motor  Coach  Industries   International,   Inc.  is
desirous  of  retaining  Consultant  whereby  the  Consultant  will  provide the
services of Stephen K.  Clough and Thomas C.  Sorrells,  III,  as interim  Chief
Executive Officer and interim Chief Operating  Officer,  respectively,  of Motor
Coach  Industries  International,  Inc.  and  its  subsidiaries  and  affiliates
(individually and collectively referred to herein as "Company");

                  WHEREAS, Consultant is ready, willing, and able to provide the
aforementioned services;

                  WHEREAS,  the  parties  desire to enter  into  this  Agreement
setting  forth the terms and  conditions  of the  services to be provided by the
Consultant to the Company.

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

                  1. Services to be Provided.
                     -----------------------

                     Effective  as of February  15,  2001,  the  Company  hereby
agrees to engage the Consultant,  and the Consultant hereby agrees to provide to
Company,  upon the terms and subject to the  conditions  set forth  herein,  the
services of Stephen K.  Clough and Thomas C.  Sorrells,  III,  as interim  Chief
Executive Officer and interim Chief Operating  Officer,  respectively  (each, an
"Officer", and collectively,  the "Officers"), as such duties may be defined and
modified from time to time by the  Company's  board of directors  ("Board").  In
addition,  Consultant  shall  cause the Chief  Executive  Officer  to serve as a
director on the Board, to serve at the pleasure of the Board.

                  2. Term.
                     ----

                     Subject  to  Section 8 hereof,  the term of this  Agreement
(the "Term") is for an initial  period  commencing  on February  15,  2001,  and
terminating  on February 15,  2002.  Thereafter,  the Term may be extended  upon
mutual written agreement of the Company and Consultant.

                  3. Insurance and Indemnity of the Officers.
                     ---------------------------------------

                     The Company shall maintain Directors' & Officers' liability
insurance  in such  amount as the Board  from time to time  determines,  and the
Company  shall cause the  Officers to be  included  within the  coverage of such
insurance during the Term and any extension thereof. The Company shall indemnify
the  Officers  to the  maximum  extent  permitted  under  Delaware  law


<PAGE>

and the Company's  by-laws.  The Company shall also obtain and maintain,  during
the Term and any extension  thereof,  life insurance for each of the Officers in
the amount of at least $1 million for each Officer.

                  4. Independent Contractor.
                     ----------------------

                     Nothing herein  contained  shall be construed to constitute
the parties hereto as partners or as joint venturers,  or either as agent of the
other,  or as employer and employee,  and Consultant  shall not present to third
parties  that  any  such  relationships   exist  between  the  Company  and  the
Consultant.  Consultant  shall  perform  consulting  services  hereunder  as  an
independent  contractor to the Company and,  unless  specifically  authorized in
writing,  Consultant  shall have no  authority  to obligate the Company or enter
into any agreement on its behalf.

                  5. Fees.
                     ----

                     (a)  During  the  Term,  in  consideration  of  all  of the
services to be provided by the  Consultant  hereunder,  the Company shall pay to
the  Consultant  the sum of  $8,000.00  per week,  payable on a bi-weekly  basis
("Base Fee").  Notwithstanding the preceding sentence, in the event that (i) the
Company's  independent  auditing  firm issues a qualified  opinion in connection
with its audit of the Company's  financial  statements,  and (ii) the Consultant
has elected not to terminate  the  Agreement in  accordance  with Section 8, the
Company  shall pay  Consultant a $75,000.00  retention  bonus within thirty (30)
days of the issuance of the opinion.

                     (b) In  addition  to the Base Fee,  and in the  event  that
Motor Coach Industries International,  Inc. ("MCII") achieves a certain level of
EBITDA for calendar year 2001 (as defined and determined in MCII's final audited
financial  statements for 2001) and this Agreement has not been terminated prior
to the  expiration  of the Term,  the Company  shall pay to the  Consultant  the
following performance-based fee(s):


---------------- ----------------------------------- ---------------------------
LEVELS           2001 EBITDA (in millions)           PERFORMANCE FEE(S)
---------------- ----------------------------------- ---------------------------
1                55 to 64.999                        $400,000
---------------- ----------------------------------- ---------------------------
2                65 to 74.999                        Level 1 plus $500,000
---------------- ----------------------------------- ---------------------------
3                75 to 84.999                        Level 2 plus $600,000
---------------- ----------------------------------- ---------------------------
4                85 +                                Level 3 plus $700,000
---------------- ----------------------------------- ---------------------------

Notwithstanding the foregoing,  in the event that (i) the Company's  independent
auditing  firm issues a qualified  opinion in  connection  with its audit of the
Company's  financial  statements,  and (ii) the  Consultant  has  elected not to
terminate  the  Agreement  in  accordance  with  Section 8, the  Company and the
Consultant  will negotiate  mutually  agreeable  performance fee and 2001 EBITDA
levels  required to earn the performance  fee(s).  Any fees earned in accordance
with this subsection shall be paid on or before April 15, 2002.

<PAGE>

                  6. Business Expenses.
                     -----------------

                     The  Consultant  shall be reimbursed by the Company for all
reasonable  and  necessary   business  expenses  incurred  by  the  Officers  in
connection  with  their  services  (including,  without  limitation,  reasonable
expenses  for travel and  entertainment  incurred  in  conducting  or  promoting
business for the Company) upon timely  submission by the  Consultant 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.

                  7. Ownership of Intellectual Property.
                     ----------------------------------

                     All  intellectual  property  conceived  or developed by the
Consultant  and/or  either of the  Officers  during the Term which relate to the
Company  or any of its  products  or  services  shall  belong to and  constitute
property of the Company. To the extent any such property is not considered to be
a "work for hire," then Consultant  hereby assigns all of its rights,  title and
interest in any such intellectual property to the Company.

                  8. Termination of Agreement.
                     ------------------------

                     The services by the  Consultant  pursuant to this Agreement
shall not be terminated prior to the end of the Term except as set forth in this
Section 8. Consultant may terminate this Agreement immediately in the event that
the Company's independent auditing firm issues a qualified opinion in connection
with  its  audit  of the  Company's  financial  statements.  In  addition,  this
Agreement shall be terminated (a) by mutual written agreement of the Company and
the  Consultant;  or (b) by the death or disability  of the Officers;  provided,
however, that in the event of the death or disability of one of the Officers and
the Agreement is not otherwise terminated,  the Base Fee shall be reduced by 25%
effective  as of the  date  of  death  or  disability  of the  Officer,  and the
performance  fee(s) set forth in Section 5(b) shall be reduced by 25%; or (c) by
the Company for Cause (as defined herein);  or (d) by the Company without Cause.
As used in this  Agreement,  "Cause"  shall  mean  one or more of the  following
events:  (i) either of the Officers has failed to perform his material duties in
a reasonably  satisfactory manner; or (ii) any reckless or grossly negligent act
by either of the Officers  having the effect of injuring the interest,  business
or reputation of the Company in any material respect; or (iii) the commission by
either of the  Officers  of any  felony  (including  entry of a nolo  contendere
plea); or (iv) any misappropriation or embezzlement by either of the Officers of
any property of the Company.  Upon termination of the Agreement pursuant to this
Section 8, other than  termination  by the Company  without  Cause,  the Company
shall pay to the Consultant  the Base Fee accrued  through the effective date of
termination. Upon termination of the Agreement by the Company without Cause, the
Company shall pay the Consultant 50% of the Base Salary for the remainder of the
Term.

                  9. Representations.
                     ---------------

                     (a) The Company represents and warrants that this Agreement

<PAGE>

has been authorized by all necessary corporate action of the Company;  that this
Agreement is a valid and binding agreement of the Company enforceable against it
in accordance with the Agreement's terms; and that the Company is not a party to
any  agreement  or  instrument  which  would  prevent  it  from  performing  its
obligations in any way under this Agreement.

                     (b)  The  Consultant  represents  and  warrants  that  this
Agreement  has  been  authorized  by  all  necessary  corporate  action  of  the
Consultant;  that  this  Agreement  is a  valid  and  binding  agreement  of the
Consultant  enforceable against it in accordance with the Agreement's terms; and
that the  Consultant is not a party to any  agreement or instrument  which would
prevent it from  entering  into or providing  its services in any way under this
Agreement.

                 10. Assignment; Binding Agreement.
                     -----------------------------

                     This  Agreement  is a personal  contract and the rights and
interests of the Consultant  hereunder may not be sold,  transferred,  assigned,
pledged,  encumbered,  or  hypothecated  by it,  except as  otherwise  expressly
permitted by the  provisions of this  Agreement.  Moreover,  Consultant  may not
delegate the  performance  of the services to be provided  under this  Agreement
other than to Stephen K.  Clough and Thomas C.  Sorrells,  III.  This  Agreement
shall  inure to the  benefit of and be  enforceable  by the  Consultant  and its
successors and permitted  assigns.  The Company may assign this Agreement to any
of its subsidiaries or other affiliates.

                 11. Non-Competition Covenants.
                     -------------------------

                     During the Term (and any  extension  thereof) and until the
third anniversary of the expiration  thereof,  the Consultant shall not, and the
Consultant shall cause each of the Officers not to, directly or indirectly,  (a)
participate  in the  ownership,  management,  operation  or  control  of,  or be
connected with or employed by, or act as a consultant for, or have any financial
interest in or aid or knowingly assist any other person or entity in the conduct
of, any  business  or entity  that (i)  engages in any aspect of the  designing,
manufacturing,  assembling  and  marketing  of coaches of  monocoque or unitized
construction  configuration,  or the distribution of replacement parts which are
exclusively  for the use of intercity  monocoque  coaches and monocoque  transit
buses (the  "Business"),  (ii) is  contemplating  engaging in such Business,  or
(iii)  provides any services  that compete with those  services  provided in the
Business by the Company, in the case of (i), (ii) and (iii), anywhere within the
Western  Hemisphere or (b) hire any officer or other  employee of the Company or
solicit or direct  anyone else to solicit  any officer or other  employee of the
Company (i) to terminate his or her  employment or other  relationship  with the
Company or (ii) to seek or accept employment or other affiliation with any other
entity  (other  than any  solicitation  directed  at the  public in  general  in
publications available to the public in general).

                 12. Confidentiality Covenant.
                     ------------------------

                     The Consultant  agrees that it will not, and the Consultant
shall cause each of the  Officers  not to, at any time during the Term or at any
time  thereafter,  directly or  indirectly,  use for its or his own account,  or
disclose to any person,  firm or corporation,  other than  authorized  officers,
directors and employees of the Company, any Confidential Information (as defined


<PAGE>

herein)  of the  Company.  As used  herein,  "Confidential  Information"  of the
Company means information of any kind,  nature, or description that is disclosed
to or  otherwise  known to the  Consultant  and/or the  Officers  as a direct or
indirect  consequence of its, his, or their  association  with the Company,  and
which is not  generally  known to the public or in the  businesses  in which the
Company  is  engaged,  or  which  information  relates  to  specific  investment
opportunities  within  the  scope of the  business  of the  Company  which  were
considered by the Company during the Term.

                 13. 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 Consultant  represents that, in
executing  this  Agreement,  it  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.

                 14. 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
Consultant  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.

                 15. 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 Consultant at:

                  Tocatta, Inc.
                  1721 Allen Creek Drive
                  Clearwater, FL  33764
                  ------------------
                  Facsimile:  727-535-6120

                  To the Company at:

                  MCII Holdings (USA), Inc.
                  1700 East Golf Road
                  Schaumburg, Illinois  60173
                  Facsimile:   (847) 285-2095
                  Attention:  Timothy J. Nalepka, Esq.

<PAGE>

                  Any notice delivered personally or by courier under this
Section 15 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.

                 16. 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.  Moreover,  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.

                 17. 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.

                 18. Applicable Law.
                     --------------

                     This  Agreement  shall  be  governed  by and  construed  in
accordance  with the laws of the State of Delaware  without giving effect to the
principles and conflicts of law thereof. THE PARTIES HERETO WAIVE THEIR RIGHT TO
A JURY TRIAL WITH RESPECT TO DISPUTES HEREUNDER.  The Company and the Consultant
hereby agree and consent to the  jurisdiction  of the Chancery  Court of and for
New Castle County,  Delaware (the "Court").  The Consultant  hereby  irrevocably
consents  to the  service of any and all  process  in any such  suit,  action or
proceeding  by the  delivery of such process to such party at the address and in
the manner provided in Section 15.

                 19. 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.


<PAGE>


                 20. Status of Payments to Consultant.
                     --------------------------------

                     (a)  The  fees or any  other  amounts  paid  to  Consultant
hereunder shall not be considered salary for any purpose, and Consultant and the
Officers  will not be  entitled to any of the fringe and  supplemental  benefits
that the Company provides for its employees. The Company shall have no liability
whatsoever  to the  Consultant  hereunder on account of this  Agreement,  except
payment to Consultant of the fee(s) provided for in Article 5 hereof.

                     (b) Consultant has full  responsibility  for the payment of
all federal,  state, and local taxes or contributions  imposed or required under
unemployment insurance, social security, FICA, and income tax laws applicable to
Consultant and/or the Officers in connection with this Agreement.

                 21. 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.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.


                  MOTOR COACH INDUSTRIES INTERNATIONAL, INC.


                  By:  /s/Horst O. Sieben
                       ---------------------------------------------------------
                           Name:  Horst O. Sieben
                           Title: CFO


                  TOCATTA, INC.


                  By:  /s/Tom Sorrells
                       --------------------------------------------------------
                           Name:  Tom Sorrells
                           Title: COO