Exhibit 10.17

EMPLOYMENT AGREEMENT

     This
Employment Agreement (“Agreement”) is between Williams Controls, Inc.
(“Employer”) and Scott Thiel (“Employee”).

     1. Position and Duties.
Employee hereby agrees to continue working for Employer as Vice President of
Engineering and Development. Employee’s duties
include all those duties usually associated with this position, as well as any
other duties reasonably assigned to Employee by Employer. The Employee agrees to
devote his best efforts and full business time to his work for Employer and to
comply with Employer’s scheduling, policies, rules and regulations.

     2.
Base Compensation. Employer shall pay Employee a base salary of $115,000
per year (“Base Salary”) for all work performed under this Agreement. Employee
is an exempt employee for purposes of federal and state wage and hour laws and
is therefore not entitled to overtime pay. Employer may adjust Employee’s Base
Compensation without formally amending this Agreement in writing.

     3.
Bonus Compensation. Employee will continue to participate in Employer’s
annual bonus program at the same level as similarly situated employees. Employer
reserves the right to modify or eliminate the bonus program in its sole
discretion.

     4.
Benefits. Employee is entitled to such employee benefits generally
available to similarly situated employees of Employer to the extent and on the
same terms generally available to similarly situated employees of
Employer.

     5. Term. Employee is employed
by Employer “at-will,” meaning either Employer or Employee may terminate
Employee’s employment at any time, for any or no
reason. If Employee’s employment is terminated for Cause or due to disability or
death, or if Employee resigns without Good Reason, Employee will be paid
compensation and benefits through his last day of employment and no further
compensation or benefits will be due Employee, except for statutory benefits,
such as COBRA coverage, or previously earned but unpaid benefits, such as an
account balance in a qualified retirement plan, or benefits under the Employer’s
short or long term disability programs or life insurance benefits, accrued
personal time, and/or life insurance, if applicable. If Employee is terminated
without Cause or if Employee resigns with Good Reason, and provided Employee
first executes a Release of Claims in a form satisfactory to Employer, Employee
shall receive compensation and benefits through his last day of work plus
severance benefits of (a) severance pay equal to twelve (12) month’s Base Salary
less deductions and withholdings required by law or authorized by Employee, paid
in equal installments over twelve (12) months on the Employer’s regular paydays,
and (b) if Employee elects COBRA coverage, Employer-paid COBRA for the twelve
(12) months for which Employee receives severance pay. If Employee provides less
than thirty (30) days’ notice of his resignation for any reason, he will not
receive any severance benefits to which he might otherwise have been
entitled.

     For
purposes of this Agreement, “Cause” means: (a) Employee’s continued refusal or
failure to perform the duties assigned to him ten (10) days after receiving
notice from the Employer of such refusal or failure to perform; (b) chemical or
alcohol dependency which interferes with Executive’s performance of his
employment duties; (c) any act of disloyalty or breach of responsibilities to
the Employer by the Executive, such as theft, breach of the Confidentiality
Agreement or Employee Invention and Disclosure Agreement both executed on April
12, 2004, or other unauthorized disclosure or use of confidential information
for other than the Employer’s interest, or competing with the Employer while
employed by the Employer; (d) conduct which causes harm or may reasonably be
expected to cause harm to the Employer’s reputation, such as arrest or
indictment for, conviction of or a plea of guilty or nolo contendre to a felony or a
conviction of a misdemeanor involving theft or resulting in incarceration for
more than one week; (e) sexual harassment or discrimination by Employee; and (f)
violation of state or federal securities laws, rules or regulations relating to
the Employer’s stock.

     For
purposes of this Agreement, “Good Reason” means: (a) relocation of Employee’s
place of work to more than fifty (50) miles from Tigard, Oregon, if Employee
does not consent to relocating; (b) a material reduction Employee’s compensation
or benefits, unless agreed to by Employee; or (c) a material reduction in
Employee’s duties, responsibilities or authority. If Employee intends to resign
for Good Reason, he must notify the Employer in writing 

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of his intention to resign and the
specific circumstances he believes constitutes Good Reason at least ninety (90)
days before the effective date of his resignation. If the Employer cures the
circumstances giving rise to Good Reason before the end of the ninety (90) days,
Employee may not resign with Good Reason.

     For
purposes of this Agreement, “Disability” means a termination of employment due
to Employee’s inability to perform one or more of the essential functions of his
position, with or without reasonable accommodation, for a period of more than
ninety (90) consecutive days, as a result of a physical or mental condition as
determined in good faith by the Employer and consistent with the Employer’s
rights and obligations under applicable law.

     6.
Noncompetition, Nonsolicitation and Nondisparagement. Employee agrees
that during the period he is receiving the severance benefits described in
Paragraph 5 (a) he will not compete with the Employer for himself or on behalf
of another as an employee, owner, consultant or in any other capacity, in any
geographic area in which the Employer conducts business, and (b) he will not
solicit any customer, supplier, contractor, vendor or employee of Employer to
change its relationship with Employer. Employee further agrees that he will not
disparage Employer or its related entities, or any of their officers, directors,
shareholders, members or employees at any time during or after his employment
with Employer. The Employer’s obligation to pay severance benefits to Employee
terminates on the first day Employee violates any of his obligations under this
paragraph and Employee must return to Employer any severance benefits paid to
him by the Employer on or after the first day Employee violates any of his
obligations under this paragraph. 

     7. Governing Law and Dispute
Resolution. This Agreement shall be governed by the laws of the State of
Oregon. Any action to enforce, interpret or
construe this Agreement or otherwise arising from the employment relationship
between Employer and Employee must be brought in the Circuit Court of Oregon or
U.S. District Court for the District of Oregon.

     8.
Scope of Agreement. Except for Employer policies, procedures and plans
referenced in this Agreement or as otherwise provided herein, this Agreement
supersedes all prior verbal and written agreements between the parties
concerning the terms and conditions of Employee’s employment, termination and
post-termination rights and benefits, except to the extent any prior agreements
protect the Employer’s intellectual property, trade secrets, proprietary or
confidential information and/or restrictions on Employee’s post-employment
activities (non-compete) such as the Confidentiality Agreement and Employee
Invention and Disclosure Agreement both executed by Employee on April 12,
2004.

IT IS SO AGREED:


	WILLIAMS CONTROLS, INC.		SCOTT
      THIEL	 
	 	     	 	 
	 		
	By: 	 	 	 
		 		
	Title: 	 	 	 
			 	
	Date: 	 	 	Date: 	 	 



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