Exhibit 10(ee)

                              EMPLOYMENT AGREEMENT


          THIS AGREEMENT is made and entered into as of this 11th day of
September, 2000, by and between BLOUNT INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and CALVIN E. JENNESS ("Executive").

                              W I T N E S S E T H:

          WHEREAS, the Company and Executive desire to enter into an agreement
providing for Executive's employment by the Company and specifying the terms and
conditions of such employment;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereby agree as follows:

         1. EMPLOYMENT AND TERM.

          (a) Subject to the terms and conditions of this Agreement, the Company
hereby employs Executive, and Executive hereby accepts employment, as Vice
President and Corporate Controller of the Company and shall have such
responsibilities, duties and authority as may from time to time be assigned to
Executive by the Chief Executive Officer (or his designee). Executive hereby
agrees that during the Term of this Agreement he will devote substantially all
his working time, attention and energies to the diligent performance of his
duties for the Company. With the consent of the Chief Executive Officer (or his
designee), the Executive may serve as a director on the board of directors or
trustees of an additional company or educational organization.

          (b) Unless earlier terminated as provided herein, Executive's
employment under this Agreement shall be for a rolling, one-year term (the
"Term") commencing on September 11, 2000 (the "Effective Time"), and shall be
deemed to extend automatically, without further action by either the Company or
Executive, each day for an additional day, such that the remaining term of
the Agreement shall continue to be one year; provided, however, that either
party may, by written notice to the other, cause this Agreement to cease to
extend automatically and, upon such notice, the "Term" of this Agreement shall
be the one year period following the date of such notice and this Agreement
shall terminate upon the expiration of such Term; provided, further, the Term of
this Agreement shall cease on the date Executive attains age 65;

          2. COMPENSATION AND BENEFITS. As compensation for Executive's services
during the initial Term of this Agreement, Executive shall be paid and receive
the compensation and benefits set forth in subsections (a) through (g) below:

          (a) An annual base salary ("Base Salary") of One Hundred Eighty
Thousand Dollars ($180,000.00), prorated for any partial year of employment.
Executive's Base Salary shall be subject to annual review at such time as the
Company conducts salary reviews for its executives generally. Executive's Base
Salary shall be payable in substantially equal installments on a semi-monthly
basis, or in accordance with the Company's regular payroll practices in effect
from time to time for executives of the Company.

         (b) Executive shall be eligible to participate in the Executive

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Management Annual Incentive Program ("Incentive Program") and such other annual
incentive plans as may be established by the Company from time to time for
individuals at Executive's level. The Company will establish individual and
financial performance goals each year under the Incentive Program, and
Executive's annual Target Bonus shall be 30% of Base Salary; provided, that, for
the incentive bonus payable in 2001 for the fiscal year ending December 31,
2000, Executive's incentive bonus under the Incentive Program shall not be less
than $20,000. The annual incentive bonus payable under this subsection (b) shall
be payable in accordance with the provisions of the Incentive Program at the
same time bonuses are paid to other executives, unless Executive elects to defer
all or a portion of such bonus pursuant to any deferral plan established by the
Company for such purpose.

          (c) Promptly after Executive commences employment, the Company will
grant Executive 5,000 options to purchase shares of the Company's Common Stock
that will vest over time ("Time Options") and the Company will grant Executive
performance-based options for 5,000 shares of the Company's Common Stock
("Performance Options") (the Time Options and the Performance Options are
collectively referred to herein as "Options"). The terms and conditions of the
Time Options and the Performance Options shall be as set forth in the separate
Option Agreements with Executive covering the grant of such Options. The other
terms and conditions applicable to the Options and the shares to be purchased
pursuant to such Options shall be as provided in the Employee Stockholder
Agreement, to which Executive will become a party.

          (d) Executive shall be entitled to participate in, or receive benefits
under, any "employee benefit plan" (as defined in Section 3(3) of ERISA) or
employee benefit arrangement made generally available by the Company to its
executives, including plans providing retirement, 401(k) benefits, health care
(including Exec-U-Care), life insurance, disability and similar benefits.

          (e) Executive is eligible for vacation in accordance with the
Company's standard vacation policy. Executive will be provided a vehicle in
accordance with the Company's automobile policy. Executive will be provided an
annual physical examination. Executive will be promptly reimbursed by the
Company for all reasonable business expenses Executive incurs and properly
reports in carrying out Executive's duties and responsibilities under this
Agreement.

          (f) The Company will reimburse Executive up to $8,000 for initiation
fees for a tennis membership for Executive and his family in a club of
Executive's choice in the Montgomery area, subject to approval by the Chief
Executive Officer (or his designee). The Company will also reimburse Executive
for membership dues and assessments at such club.

          (g) With respect to Executive's relocation to the Montgomery area, the

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Company will provide Executive (i) appropriate temporary living arrangements for
the lesser of 3 months or until Executive permanently relocates; (ii) one
month's Base Salary to take care of incidental and miscellaneous moving
expenses; and (iii) reimbursement for the reasonable expenses for house hunting
trips, nondeductible relocation expenses and points Executive is required to pay
on a home mortgage (with appropriate tax gross-up). If Executive's employment
terminates within 24 months of the Effective Time (other than a termination by
the Company without Cause), Executive will be required to reimburse the Company
for a prorata share of the relocation expenses paid by the Company pursuant to
this subsection (g), including any tax gross-up. The prorata amount to be
reimbursed to the Company shall be determined by multiplying such relocation
expenses and miscellaneous expenses paid by the Company related to Executive's
relocation by one minus a fraction, the numerator of which is the number of
completed months worked by Executive and the denominator of which is 24. Any
amounts due the Company under this subsection (g) shall be offset against any
amounts payable by the Company to Executive pursuant to this Agreement or
otherwise.

          3. TERMINATION.

          3.1 BY COMPANY. The Company shall have the right to terminate
Executive's employment under this Agreement at any time during the Term by
Notice of Termination (as described in Section 6). If the Company terminates
Executive's employment under this Agreement (i) for Cause, as defined in
Section 5.2, (ii) if Executive becomes Disabled, or (iii) upon Executive's
death, the Company's obligations under this Agreement shall cease as of the
date of termination; provided, however, that Executive will be entitled to
whatever benefits are payable to Executive pursuant to the terms of any
health, life insurance, disability, welfare, retirement or other plan or
program maintained by the Company in which Executive participates. If the
Company terminates Executive during the Term of this Agreement other than
pursuant to clauses (i) through (iii) of this Section 3.1, Executive shall be
entitled to receive the compensation and benefits provided in subsections (a)
through (d) below. Unless specified otherwise, the time periods in subsections
(a) through (d) below shall be the six-month period commencing on the date of
Executive's termination of employment ("Severance Period"). Except as
otherwise provided herein (including Section 3(b)), the Company agrees that if
Executive's employment is terminated and he is entitled to compensation and
benefits under this Section 3.1, he shall not be required to mitigate damages
by seeking other employment, nor shall any compensation or benefit he receives
reduce the amount payable by the Company hereunder. Executive agrees that the
compensation and benefits provided pursuant to Sections 3.1 and 3.2 shall be
the only severance benefits payable to Executive by the Company and its
affiliates as a result of Executive's termination of employment and Executive
hereby waives his rights (if any) to any severance benefits under any other
plan or program of the Company and its affiliates. The compensation and
benefits payable or to be provided under subsections (a) through (d) below
shall cease in the event of Executive's death after termination of employment.

          (a) BASE SALARY - Executive will continue to receive his Base Salary
as then in effect (subject to withholding of all applicable taxes) for the

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Severance Period in the same manner as it was being paid as of the date of
termination.

          (b) HEALTH AND LIFE INSURANCE COVERAGE - The health care and group
term life insurance benefits coverage provided to Executive at his date of
termination shall be continued forthe Severance Period at the same level and in
the same manner as then provided to actively employed executive participants as
if his employment under this Agreement had not terminated. Any additional
coverages Executive had at termination, including dependent coverage, will also
be continued for such period on the same terms, to the extent permitted by the
applicable insurance policies or contracts. Any costs Executive was paying for
such coverages at the time of termination shall be withheld from the amounts
payable under subsection (a) above, or be paid by Executive by separate check
payable to the Company each month in advance. If the terms of any benefit plan
referred to in this Section, or the laws applicable to such plan, do not permit
continued participation by Executive, then the Company will arrange for other
coverage at its expense providing substantially similar benefits (including the
same deductible and co-payment levels provided under the Company's policy). The
benefits provided in this subsection (b) shall cease if Executive obtains other
employment and, as a result of such other employment, health care and life
insurance benefits are available to Executive.

         (c) LUMP SUM PAYMENT. While the Company intends to pay such amount on a
monthly basis, the Company may, in its sole discretion, decide that the salary
payments provided for under subsection (a) shall be paid in a single lump sum
payment, to be paid not later than 90 days after Executive's termination of
employment; PROVIDED, FURTHER, that the amount of any such lump sum payment
shall be determined by taking the salary or bonus payments to be made and
discounting them to their Present Value (as defined in Section 5.7) on the date
the payment to Executive is made. The lump sum payment under this subsection (c)
shall not alter the amounts Executive is entitled to receive under the benefit
plans described in subsection (b). Benefits under such plans shall be determined
as if Executive had received such payments over the Severance Period.

          (d) STOCK OPTIONS. As of Executive's date of termination, the vesting
and exercisability of all outstanding Time Options and Performance Options held
by Executive, (and any other outstanding stock options granted to Executive by
the Company) shall be determined in accordance with the stock option agreements
for such options.

          3.2 BY EXECUTIVE. Executive shall have the right to terminate his
employment hereunder at any time by Notice of Termination (as described in
Section 6). If Executive terminates his employment other than for Good Reason,
the Company's obligations under this Agreement shall cease as of the date of
such termination. If Executive terminates his employment for Good Reason (as
defined in Section 5.5), Executive shall be entitled to receive the compensation
and benefits set forth in subsections (a) through (d) of Section 3.1 for the
Severance Period, subject to the other provisions of such section.


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          3.3 RELEASE OF CLAIMS. To be entitled to any of the compensation and
benefits described above in this Section 3, Executive shall sign a release of
claims in the form required by the Company. No payments shall be made under this
Section 3 until such release has been properly executed and delivered to the
Company and until the expiration of the revocation period, if any, provided
under the release. If the release is not properly executed by Executive and
delivered to the Company within the reasonable time periods specified in the
release, the Company's obligations under this Section 3 will terminate.

          4. CONFIDENTIALITY AND NONCOMPETITION.

          (a) Executive acknowledges that, prior to and during the Term of this
Agreement, the Company has furnished and will furnish to Executive Confidential
Information which could be used by Executive on behalf of a competitor of the
Company to the Company's substantial detriment. Moreover, the parties recognize
that Executive during the course of hisemployment with the Company may develop
important relationships with customers and others having valuable business
relationships with the Company. In view of the foregoing, Executive acknowledges
and agrees that the restrictive covenants contained in this Section are
reasonably necessary to protect the Company's legitimate business interests and
good will.

          (b) Executive agrees that he shall protect the Company's Confidential
Information and shall not disclose to any Person, or otherwise use, except in
connection with his duties performed in accordance with this Agreement, any
Confidential Information at any time, including following the termination of his
employment with the Company for any reason; provided, however, that Executive
may make disclosures required by a valid order or subpoena issued by a court or
administrative agency of competent jurisdiction, in which event Executive will
promptly notify the Company of such order or subpoena to provide the Company an
opportunity to protect its interests. Executive's obligations under this Section
4(b) shall survive any expiration or termination of this Agreement for any
reason, provided that Executive may after such expiration or termination
disclose Confidential Information with the prior written consent of the Board.

          (c) Upon the termination or expiration of his employment hereunder,
Executive agrees to deliver promptly to the Company all Company files, customer
lists, management reports, memoranda, research, Company forms, financial data
and reports and other documents supplied to or created by him in connection with
his employment hereunder (including all copies of the foregoing) in his
possession or control, and all of the Company's equipment and other materials in
his possession or control. Executive's obligations under this Section 4(c) shall
survive any expiration or termination of this Agreement.

          (d) Upon the termination or expiration of his employment under this
Agreement, Executive agrees that for a period of one (1) year from his date of
termination or until the end of


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the period for which he is entitled to receive compensation under Section 3.1 or
3.2 above, whichever is longer, he shall not (i) enter into or engage in the
design, manufacture, marketing or sale of any products similar to those produced
or offered by the Company or its affiliates in the area of North America, either
as an individual, partner or joint venturer, or as an employee, agent or
salesman, or as an officer, director, or shareholder of a corporation, (ii)
divert or attempt to divert any person, concern or entity which is furnished
products or services by the Company from doing business with the Company or
otherwise change its relationship with the Company, or (iii) solicit, lure or
attempt to hire away any of the employees of the Company with whom the Executive
interacted directly or indirectly while employed with the Company.

          (e) Executive acknowledges that if he breaches or threatens to breach
this Section 4, his actions may cause irreparable harm and damage to the Company
which could not be compensated in damages. Accordingly, if Executive breaches or
threatens to breach this Section 4, the Company shall be entitled to seek
injunctive relief, in addition to any other rights or remedies of the Company.
The existence of any claim or cause of action by Executive against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of Executive's agreement under this
Section 4(e).

          5. DEFINITIONS. For purposes of this Agreement the following terms
shall have the meanings specified below:

          5.1 "CAUSE". The involuntary termination of Executive by the Company
for the following reasons shall constitute a termination for Cause:

          (a) If the termination shall have been the result of an act or acts by
Executive which have been found in an applicable court of law to constitute a
felony;

          (b) If the termination shall have been the result of an act or acts by
Executive which are in the good faith judgment of the Chief Executive Officer
(or his designee) to be in violation of law or of policies of the Company and
which result in material damage to the Company;

          (c) If the termination shall have been the result of an act or acts of
proven dishonesty by Executive resulting or intended to result directly or
indirectly in significant gain or personal enrichment to the Executive at the
expense of the Company; or

          (d) Upon the willful and continued failure by the Executive
substantially to perform his duties with the Company (other than any such
failure resulting from incapacity due to mental or physical illness not
constituting a Disability, as defined herein), after a demand in writing for
substantial performance is delivered by the Chief Executive Officer (or his
designee), which demand specifically identifies the manner in which the Chief
Executive Officer (or his designee) believes that Executive has not
substantially performed his duties. With respect to clauses (b), (c) or (d)
above of this Section, Executive shall not be deemed to have been involuntarily
terminated for Cause unless and until a notice is delivered to Executive by the
Chief Executive Officer (or his designee) setting forth (i) the conduct deemed
to qualify as Cause, (ii) reasonable action that would remedy such objectionable


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conduct, and (iii) a reasonable time (not less than thirty days) within which
Executive may take such remedial action, and Executive shall not have taken such
specified remedial action within such specified reasonable time. For purposes of
this Agreement, no act or failure to act by Executive shall be deemed to be
"willful" unless done or omitted to be done by Executive not in good faith and
without reasonable belief that Executive's action or omission was in the best
interests of the Company.

          5.2 "CODE" . The Internal Revenue Code of 1986, as it may be amended
from time to time.

          5.3 "CONFIDENTIAL INFORMATION" . All business of the Company or its
subsidiaries or affiliates, including, without limitation, technical or
nontechnical data, formulae, compilations, programs, devices, methods,
techniques, processes, financial data, financial plans, product plans, and lists
of actual or potential customers or suppliers, which (i) derives economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other Persons, and (ii) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy or
confidentiality. Such information and compilations of information shall be
contractually subject to protection under this Agreement whether or not such
information constitutes a trade secret and is separately protectable at law or
in equity as a trade secret. Confidential Information does not include
confidential business information which does not constitute a trade secret under
applicable law two years after any expiration or termination of this Agreement.

          5.4 "DISABILITY" or "DISABLED". Executive's inability as a result of
physical or mental incapacity to substantially perform Executive's duties for
the Company on a full-time basis for a period of six (6) consecutive months.

          5.5 "GOOD REASON". A "Good Reason" for termination by Executive of
Executive's employment shall mean the occurrence during the Term (without the
Executive's express written consent) of any one of the following acts by the
Company, or failures by the Company to act, and such act or failure to act has
not been corrected within thirty (30) days after written notice of such act or
failure to act is given by Executive to the Company:

          (i) a material adverse change in the nature or status of Executive's
job responsibilities from those set forth in Section 1(a), except in connection
with (A) a job change of Executive that is necessitated by changes in the
operation of the business; or (B) a performance-related job change of Executive
that the Company deems necessary to the operation of the business.

          (ii) a reduction by the Company in Executive's Base Salary as in
effect on the date hereof or as the same may be increased from time to time,
except in connection with (A) an across-the-board pay reduction for executives
of similar status, or (B) a change described in (i)(A) or (i)(B) above;

          (iii) the failure by the Company to continue to provide Executive with

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compensation and benefits substantially similar in the aggregate to those
enjoyed by Executive on the date hereof under the Company's retirement, 401(k),
incentive compensation, life insurance, health and accident or disability plans,
or the taking of any action by the Company which would directly or indirectly
materially reduce any of such compensation or benefits, except in connection
with (A) an across-the-board reduction that impacts executives at Executive's
level generally, or (B) a change described in (i)(A) or (i)(B) above;

          (iv) any purported termination of Executive's employment which is not
effected pursuant to a Notice of Termination satisfying the requirements of
Section 6 (for purposes of this Agreement, no such purported termination shall
be effective).

          The Executive's right to terminate the Executive's employment for
Good Reason shall not be affected by the Executive's incapacity due to
physical or mental illness. Unless otherwise agreed to by Executive, the
Executive's continued employment shall not constitute consent to, or a waiver
of rights with respect to, any act or failure to act constituting Good Reason
hereunder.

          5.6 "PERSON" . Any individual, corporation, bank, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
other entity.

          5.7 "PRESENT VALUE". The term "Present Value" on any particular date
shall have the same meaning as provided in Section 280G(d)(4) of the Code.

          6. TERMINATION PROCEDURES. During the Term of this Agreement, any
purported termination of Executive's employment (other than by reason of death)
shall be communicated by written Notice of Termination from one party hereto to
the other party hereto in accordance with Section 10. A Notice of Termination
for Cause is required to include the information set forth in Section 5.1. "Date
of Termination," with respect to any purported termination of Executive's
employment during the Term of this Agreement, shall mean (i) if Executive's
employment is terminated by his death, the date of his death, (ii) if
Executive's employment is terminated for Disability, thirty (30) days after
Notice of Termination is given (provided that Executive shall not have returned
to the full-time performance of Executive's duties during such thirty (30) day
period), and (iii) if Executive's employment is terminated for any other reason,
the date specified in the Notice of Termination (which, in the case of a
termination by the Company, shall not be less than thirty (30) days, except in
the case of a termination for Cause; and in the case of a termination by the
Executive, shall not be less than thirty (30) days nor more than sixty (60)
days, respectively, from the date such Notice of Termination is given).

          7. CONTRACT NON-ASSIGNABLE. The parties acknowledge that this
Agreement has been entered into due to, among other things, the special skills
of Executive, and agree that this

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Agreement may not be assigned or transferred by Executive, in whole or in
part, without the prior written consent of the Company.

          8. SUCCESSORS; BINDING AGREEMENT.

          8.1 In addition to any obligations imposed by law upon any successor
to, or transferor of, the Company, the Company will require any successor to, or
transferor of, all or substantially all of the business and/or assets of the
Company (whether direct or indirect, by purchase, merger, reorganization,
liquidation, consolidation or otherwise) to expressly assume and agree to
perform this Agreement, in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall constitute the basis for Executive to
terminate the Executive's employment for Good Reason during the 90-day period
after such succession and to receive the compensation and benefits provided in
Section 3.1 above.

          8.2 This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees and by the Company's
successors and assigns. If Executive shall die while any amount would still be
payable to Executive hereunder (other than amounts which, by their terms,
terminate upon the death of Executive) if Executive had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the executors, personal representatives or
administrators of Executive's estate.

          9. OTHER AGENTS. Nothing in this Agreement is to be interpreted as
limiting the Company from employing other personnel on such terms and
conditions as may be satisfactory to the Company.

          10. NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered or seven days after mailing if mailed, first class,
certified mail, postage prepaid:

                     To the Company:     Blount International, Inc.
                                         4520 Executive Park Drive
                                         Montgomery, Alabama 36116-1602
                                         ATTN: Chief Financial Officer

                     With a copy to:     Richard H. Irving, III
                                         Blount International, Inc.
                                         4520 Executive Park Drive
                                         Montgomery, Alabama 36116-1602

                  To the Executive:      Calvin E. Jenness
                                         7400 Wynlakes Blvd.
                                         Montgomery, AL  36117


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Any party may change the address to which notices, requests, demands and other
communications shall be delivered or mailed by giving notice thereof to the
other party in the same manner provided herein.

          11. PROVISIONS SEVERABLE. If any provision or covenant, or any part
thereof, of this Agreement should be held by any court to be invalid, illegal or
unenforceable, either in whole or in part, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of
the remaining provisions or covenants, or any part thereof, of this Agreement,
all of which shall remain in full force and effect.

          12. WAIVER. Failure of either party to insist, in one or more
instances, on performance by the other in strict accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or relinquishment of
any right granted in this Agreement or the future performance of any such term
or condition or of any other term or condition of this Agreement, unless such
waiver is contained in a writing signed by the party making the waiver.

          13. INDEMNIFICATION. During the term of this Agreement and after
Executive's termination for a period of time equal to the Severance Period, the
Company shall indemnify Executive and hold Executive harmless from and against
any claim, loss or cause of action arising from or out of Executive's
performance as an officer, director or employee of the Company or any of its
subsidiaries or other affiliates or in any other capacity, including any
fiduciary capacity, in which Executive serves at the Company's request, in each
case to the maximum extent permitted by law and under the Company's Articles of
Incorporation and By-Laws (the "Governing Documents"), provided that in no event
shall the protection afforded to Executive hereunder be less than that afforded
under the Governing Documents as in effect on the date of this Agreement except
for changes mandated by law. During the Term and for a period of time equal to
the Severance Period, Executive shall be covered in accordance with the terms of
any policy of directors and officers liability insurance maintained by the
Company for the benefit of its officers and directors.

          14. AMENDMENTS AND MODIFICATIONS. This Agreement may be amended or
modified only by a writing signed by both parties hereto.

          15. GOVERNING LAW. The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware.

          16. ARBITRATION OF DISPUTES; EXPENSES. All claims by Executive for
compensation and benefits under this Agreement shall be directed to and
determined by the Board and shall be in writing. Any denial by the Board of a
claim for benefits under this Agreement shall be delivered to Executive in
writing and shall set forth the specific reasons for the denial and the specific
provisions of this Agreement relied upon. The Board shall afford a reasonable
opportunity to Executive for a review of a decision denying a claim and shall
further allow Executive to appeal to the Board a


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decision of the Board within sixty (60) days after notification by the Board
that Executive's claim has been denied. Unless prohibited by applicable law, any
further dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in a location selected at
the discretion of the Company (which shall not be unreasonable, taking into
account the business location at which Executive is employed), and shall proceed
in accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction. In the event the Executive incurs legal fees and other expenses in
seeking to obtain or to enforce any rights or benefits provided by this
Agreement and is successful, in whole or in part, in obtaining or enforcing any
material rights or benefits through settlement, arbitration or otherwise, the
Company shall promptly pay a portion, which reflects the extent to which
Executive has been successful in enforcing such material rights or benefits, of
Executive's reasonable legal fees and expenses incurred in enforcing this
Agreement and the fees of the arbitrator. Except to the extent provided in the
preceding sentence, each party shall pay its own legal fees and other expenses
associated with any dispute.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                                                EXECUTIVE:


                                                --------------------------
                                                CALVIN E. JENNESS


                                                COMPANY:
                                                BLOUNT INTERNATIONAL, INC.


                                                By:
                                                   ------------------------