EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT  ("Agreement") is made and entered into this 29th
day of April, 1994, by and between OMNI  INTERNATIONAL  RAIL PRODUCTS,  INC., an
Oregon  corporation  and  OMNI  PRODUCTS,  INC.,  its  wholly  owned  subsidiary
(hereinafter collectively referred to as "Corporation"),  and MICHAEL L. DeBONNY
("Employee").

                                    RECITALS:
                                   ---------

     A.  Corporation is a corporation duly organized and existing under the laws
of the State of Oregon;

     B. Employee is an employee of Corporation; and

     C. Corporation  desires to employ  Employee,  upon the terms and conditions
hereinafter set forth.

     NOW, THEREFORE, it is agreed as follows:

     1.  Employment.  Corporation  hereby  employs  Employee as Chief  Executive
Officer and Chairman of Corporation  and Employee  accepts  employment  upon the
terms and conditions herein set forth in this Agreement.

     2.  Duties  of   Employee.   Employee   shall   perform   such  duties  and
responsibilities  as those  necessarily  and  customarily  performed  by a chief
executive  officer and chairman of a like  business and those as may be assigned
to him from time to time by  Corporation  and its Board of  Directors.  Employee
shall perform his responsibilities and duties faithfully,  intelligently, to the
best of his ability, and in the best interests of Corporation during the term of
this Agreement. Employee agrees to devote all of his productive time, attention,
and energies to the business of the Corporation.

     3. Term.  The term of  Employee's  employment  under this  Agreement  shall
commence on the effective date of this Agreement and shall continue for a period
of sixty  (60)  months  and  thereafter  shall  be  automatically  extended  for
additional  one (1) year terms,  (a) unless either party gives written notice to
the other party at least thirty (30) days before the  expiration  of the initial
term or of each one year term  thereafter,  as the case may be, of  termination,
(b) unless  terminated under Paragraph 5 hereof, or (c) unless sooner terminated
by mutual agreement of Employee and the Board of Directors of Corporation.

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     4. Compensation and Other Benefits.

     4.1 Base Compensation.  As compensation for his or her services  hereunder,
the Company shall pay Employee during the term of this Agreement a yearly salary
of One Hundred Twenty Thousand Dollars  ($120,000)  before all customary payroll
deductions. Such salary shall be paid in substantially equal installments at the
same  intervals as other  officers of the Company are paid.  The salary shall be
reviewed  annually on or about the anniversary  date of this Agreement with such
increases as shall be awarded in the discretion of the Board of Directors taking
into  account  such factors as corporate  and  individual  performance,  general
business conditions and changes in the cost of living index.

     4.2 Benefits. During the term of this Agreement,  Employee will be entitled
to health insurance  coverage and such other fringe benefit programs as shall be
provided from time to time by the Company to other officer employees.

     4.3 Bonus Compensation.  The Board of Directors of Corporation may elect at
any time, in its sole  discretion,  and without any  obligation to do so, to pay
Employee such additional bonus compensation as it shall determine.

     4.4  Compensation  Plans.  In the event the Company  established any bonus,
incentive or deferred  compensation  plan or program  applicable to other senior
executive  employees  of  Company,  Employee  will  participate  in such plan or
program on terms which are  commensurate  with his position and as are otherwise
determined on the same basis as such other senior executive employees.

     4.5 Expenses. The Company will pay or reimburse Employee for all reasonable
and  necessary  travel  and  out-or-pocket  expenses  incurred  by  him  in  the
performance  of  his  duties  under  this   Agreement,   subject  to  presenting
appropriate vouchers in accordance with the Company's policies.

     5. Termination.

     5.1 Permitted Termination. Employee's employment pursuant to this Agreement
and the Company's obligation to pay compensation  hereunder may be terminated as
follows:

          (a) The Board of Directors  in officei at the time of the  termination
may terminate  Employee's  employment for cause. For purposes of this Agreement,
"cause" shall mean a good faith determination by a majority vote of the Board of
Directors in office at the time of the termination  (other than Employee),  that
Employee  violated a state or federal law  involving  the  commission of a crime
against the Company, a felony or moral turpitude.

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          (b) The present Board of Directors,  or their successors  nominated by
the present Board of Directors, or their successors so nominated,  may terminate
Employee's  employment if a majority of those  directors who have no interest in
the transaction in good faith determine that Employee (i)  demonstrated  willful
and continued failure or inability to substantially  perform reasonably assigned
duties, policies,  standards and regulations that are consistent with the duties
assigned to Employee at the time of this Agreement  (other than any such failure
resulting from Employee's  incapacity due to physical or mental illness) after a
written  demand for  substantial  performance  is  delivered  to Employee by the
Chairman of the Board or President of the Company which specifically  identifies
the manner in which such executive  believes that Employee has not substantially
performed such duties; (ii) breached the terms of this Agreement;  (iii) engaged
in conduct which was  materially  injurious to the Company,  including,  but not
limited  to,  misuse of alcohol  or  controlled  substances;  misrepresentation,
deception,  fraud or dishonesty;  actions compromising  Employee's reputation or
ability  to  represent  the  Company  with  the  public;  actions  substantially
impairing  the Company's  business,  good will or reputation or any other act of
misconduct.

          (c)  Employee's   employment   shall  terminate   automatically   upon
Employee's death or total disability. The term "total disability" as used herein
shall  mean an  inability  to perform  the  duties  set forth in this  Agreement
because of  illness or  physical  or mental  disability  for a period or periods
aggregating 90 calendar days in any 12-month period,  unless Employee is granted
a leave of  absence  by the  Board of  Directors  of the  Company.  The  parties
acknowledge  that  Employee's  ability to perform the duties  specified  in this
Agreement is of the essence to this Agreement.

          (d) By 30 days written notice of termination given by Employee.

     5.2 Constructive Termination. If Employee voluntarily terminates employment
within 60 days of a "change  in  duties,"  the  Company  shall be deemed to have
terminated Employee's  employment in breach of this Agreement.  Change in duties
shall mean any one or more of the following:

          (a) A significant  change in the nature or scope of Employee's  title,
responsibilities,  authority or duties from those  applicable  as of the date of
this Agreement;

          (b) A significant  diminution in employee benefits,  including but not
limited to medical,  dental, life insurance and long-term  disability plans, and
perquisites available to Employee, from the employee benefits and perquisites to
which he or she is entitled as of the date of this Agreement, provided that such
diminution  is not the  result of a change  in the  Company's  employee  benefit
program generally available to similarly situated employees; or

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          (c) A  change  in  the  location  of  Employee's  principal  place  of
employment by the Company by more than 50 miles from Portland, Oregon.

     5.3 Payment.

          (a) In the event of permitted  termination  of  Employee's  employment
pursuant to Section 5.1 of this Agreement, Employee shall be entitled to receive
unpaid salary through the effective date of termination; provided, however, that
if the  employment  of  Employee  is  automatically  terminated  due to death or
disability   pursuant  to  Section  5.1(c),   Employee  or  Employee's  personal
representative  shall  receive  termination  payments in the form of  Employee's
annual salary through the conclusion of the calendar month of the termination of
employment because of such death or disability.  Any amounts owed by the Company
to  Employee  pursuant  to this  section  may be reduced by any amount  owned by
Employee to the Company.

          (b) In the event the Company  terminates  Employee's  employment under
this  Agreement  other  than as  provided  in Section  5.1,  it is agreed by the
parties  that the actual  damages  which might be  sustained  by the Employee by
reason of such breach and  termination  are  uncertain and would be difficult of
ascertainment,  and therefore the Company shall  continue to pay the  Employee's
salary and benefits substantially equivalent to those described in Section 4 for
the remainder of the term of this Agreement or for three months whichever period
is longer, as and when such compensation is payable hereunder. In the event that
Employee  is  employed  full  time in  another  position,  then  the  amount  of
compensation  to be paid to Employee  hereunder  from and after the date of such
employment  shall be reduced by the amount of  compensation  paid to Employee in
respect  to such  employment.  Nothing  herein  shall be  construed  to  require
Employee to seek other  employment and it is explicitly  agreed that Employee is
not required to seek other employment.

     6.  Noncompete.  Employee  covenants  that  during the period of his or her
employment  hereunder  and for a period  of three  years  after the date of this
Agreement or one year after the date of  termination  of  Employee's  employment
whichever period is longer,  Employee shall not, directly or indirectly,  either
as a principal, agent, employee, employer, consultant,  stockholder,  partner or
in any other personal or representative  capacity whatsoever,  be connected with
in any manner,  any business whose products or services are in competition with,
or may in the future be in  competition  with,  products then being  produced or
marketed or services then being provided or marketed by the Company, or products
or services  that  feasibility  of which the Company is actually  studying,  and



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shall not, directly or indirectly,  divert any customer of the Company or induce
any employee or consultant of the Company to terminate his or her  employment or
relationship  with the  Company.  The  covenant  contained  in this  section  is
intended to be a series of separate  covenants,  one set for the State of Oregon
and one set for each county, state or foreign country in which the Company shall
be engaged in any definable  business in which Employee shall have been involved
on any date during the period of Employee's employment. Employee agrees that the
restraints  imposed in this section are necessary for the  reasonable and proper
protection  of the  Company  and that each and every  one of the  restraints  is
reasonable in terms of duration and geographic scope.

     7. Confidential and Proprietary Information.

     7.1  Confidential   Relationship.   Employee   understand  that  Employee's
employment  creates a relationship of confidence and trust between  Employee and
the Company with respect to any  information:  (a) applicable to the business of
the  Company;  (b)  applicable  to the  business  of any  supplier,  consultant,
independent contractor, licensor, licensee, client, customer or affiliate of the
Company,  which  information  may be made known to Employee by the Company or by
any supplier,  consultant,  independent contractor,  licensor, licensee, client,
customer or affiliate of the Company,  or information learned by Employee during
the period of Employee's employment.

     7.2 Proprietary Information.  Employee acknowledges that, during the course
of  rendering  the  employment  services  to the  Company he or she may  acquire
Proprietary Information of the Company (as hereinafter defined). For purposes of
this Agreement "Proprietary Information" shall mean all material and information
created,  discovered,  owned,  controlled  or  otherwise  known  by the  company
(including, without limitation, information created by or discovered by Employee
during the period of or arising out of Employee's  employment  with the Company)
and/or in which property rights have been assigned or otherwise  conveyed to the
Company,  which  information  has commercial  value in the business in which the
Company is engaged.  "Proprietary  Information"  includes,  without  limitation,
trade secrets,  confidential  information,  data  processes,  designs,  software
programs,  formulas,  test  procedures and results,  improvement,  inventions or
techniques,  customer lists, business plans,  marketing plans and strategies and
pricing  strategies  or other subject  matter  pertaining to any business of the
Company  or of any  of  its  suppliers,  consultants,  independent  contractors,
licensors, licensees, clients, customers or affiliates.

     7.3 Limitation. Subject to the provisions of the Rights in Products Section
of this  Agreement,  the term  "Proprietary  Information"  shall not include any
information which:

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          (a) is or  becomes  generally  known or  available  through  no act or
failure on the part of Employee;

          (b) is known by Employee  at the time of receipt of such  information,
as  demonstrated  by written  documentation  bearing a date prior to the date of
receipt  of such  information,  where  the  source of such  information  legally
obtained such information and the right to disclose it to Employee;

          (c) is furnished to Employee by a third party without  restriction  on
disclosure,  where such third party legally  obtained such  information  and the
right to disclose it to Employee; or

          (d) is developed by Employee  independently  of any  obligation to the
Company and without  violation  of any rights which the Company may have in such
information.

     7.4 Ownership.  Employee agrees that all  Proprietary  Information of which
Employee  may  acquire  knowledge  is the sole  and  exclusive  property  of the
Company,  and that the Company shall retain all right, title and interest to the
Proprietary  Information.  Employee further agrees that Employee is not entitled
to use Proprietary  Information for Employee's own benefit or for the benefit of
others  during or after the period of Employee's  employment,  without the prior
written consent of the Company.

     7.5 Nondisclosure.  Employee agrees to keep confidential,  and not disclose
or make any use of,  except for the benefit of the  Company,  at any time either
during or subsequent to Employee's  employment,  any Proprietary  Information of
which  Employee  may  acquire  knowledge.  Employee  also  agrees to employ  all
reasonable   measures  to  prevent  the  unauthorized  use  of  the  Proprietary
Information.  Employee  agrees  that,  in the event  Employee  is served  with a
subpoena or other  compulsory  judicial or  administrative  process  calling for
production of  Proprietary  Information,  Employee will  immediately  notify the
Company in order that the Company may take such action as it deems  necessary to
protect its interests.

     7.6 Return.  Within ten (10) days  following the  termination of Employee's
employment with the Company for any reason whatsoever, Employee shall return and
certify in writing  to the  return of, any and all notes,  diagrams,  documents,
papers  and  other  materials  consisting  of or  relating  to  the  Proprietary
Information,  and all copies thereof which are then in Employee's (or Employee's
agent's) possession or control.

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     8. Rights in Products.

          8.1 Ownership. Employee agrees that any inventions, designs, drawings,
specifications,  computer software, ideas,  documentation or other copyrightable
works or patentable inventions, formulas, processes or techniques which Employee
makes,  conceives,  reduces to practice or learns during  Employee's  employment
("Works"),  and al intermediate  and partial  versions  thereof,  as well as all
program   materials,   flow  charts,   notes,   outlines,   designs,   drawings,
specifications, and the like created in connection therewith (collectively "Work
Product"), and any formulas, processes,  algorithms, ideas and other information
not  generally  known to the public  (whether or not  protected  by copyright or
patent) and developed or generated by Employee in the course of  developing  the
Works ("Related  Information"),  shall, upon their fixation in a tangible medium
of expression (in the case of  copyrightable  works) or creation (in the case of
noncopyrightable  works), be assigned to and constitute Proprietary  Information
of the  Company  and shall be the sole  property  of the Company and the Company
shall  be the  sole  owner  of all  patents,  copyrights  and  other  rights  in
connection therewith.

          8.2  Disclosure.  Employee shall promptly  disclose to the Company any
Works,  Work  Product or Related  Information  created,  discovered,  reduced to
practice or learned by Employee, either alone or jointly with others, during the
term of Employee's employment.

          8.3  Assignment.  Employee  hereby assigns to the Company the sole and
exclusive right,  title and interest in and to all such Works, and all copies of
any of them, without further consideration,  and agrees to assist the Company to
register, and from time to time to enforce, all patents, register, and from time
to time to enforce,  all patents,  copyrights  and other rights and  protections
relating  to the Works,  Work  Product and  Related  Information  in any and all
countries.  To that end,  Employee  agrees to execute and deliver all  documents
requested by the Company in connection therewith, and irrevocably designates and
appoints the Company  Employee's  agent and  attorney-in-fact  to act for and in
Employee's behalf and stead to execute, register and file any such applications,
and to do other lawfully permitted acts to further the registration, prosecution
and issuance of patents,  copyrights or similar  protections with the same legal
force and effect as if executed by Employee.

          8.4  Nonexclusive  License.  In the event (and to the extent) that the
Works, Work Products or Related  Information contain any items or elements which
may be subject to preexisting  proprietary  rights of Employee,  Employee hereby
grants to the  Company an  irrevocable,  perpetual,  nonexclusive  royalty-free,
worldwide license to (a) use, execute,  reproduce,  display, perform, distribute
copies of, modify and prepare  derivative works based on such preexisting rights


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and (b) authorize  others to do any of the  foregoing.  Employee  represents and
warrants  that (i) Employee is the sole and absolute  owner of any such items or
elements  contained in the Works,  Work Product or Related  Information that are
licensed hereunder to the Company  (collectively,  "Licensed  Items"),  (ii) the
Licensed  Items  do  not  infringe  on  any  third  party's  proprietary  rights
(including,  without  limitation,  rights of patent and copyright) and (iii) the
Company's  exercise of its rights  under the license  granted  hereunder  to not
infringe  upon  any  third  party's   proprietary  rights  (including,   without
limitation, rights of patent and copyright).

          9. General Provisions.

          9.1 Injunctive Relief. Employee acknowledges that the Company will not
have an adequate  remedy at law in the event of any breach or threatened  breach
by Employee of any  provision  of Sections 6, 7 or 8, and that the Company  will
suffer irreparable damage and injury as a result.  Accordingly,  in the event of
any such breach or threatened  breach,  employee hereby consents to the granting
of injunctive  relief against him or her by any court of competent  jurisdiction
without the posting by the Company of any bond or other security  therefor,  and
Employee  further agrees not to raise as a defense the  availability of monetary
damages as a remedy.

          9.2  Arbitration.  If any disputes or differences  shall arise between
the Company and  Employee,  no suit shall be commenced by either one against the
other.  These  disputes  and  differences  shall,   however,   be  submitted  to
arbitration  in  accordance  with  the  laws of the  State  of  Oregon,  and all
arbitration  proceedings  shall be in the City of  Portland.  Judgment  upon the
award  rendered  by  the  arbitrator(s)  may be  entered  in  any  court  having
jurisdiction.  The  Company  and  Employee  will try to agree on one  arbitrator
selected from a list submitted by the American Arbitration Association.  If this
is not possible,  there will be three arbitrators,  one named in writing by each
party to this Agreement  within 10 days after notice of arbitration is served by
either  party  upon the  other,  and a third  arbitrator  selected  by these two
arbitrators.  Costs of the  arbitration  shall be shared equally by Employee and
the Company. Each party will bear its own attorneys' fees and costs.

          9.3  Counterparts.  This  Agreement  may be  executed in any number of
counterparts, all of which taken together shall constitute one agreement binding
on all the parties,  notwithstanding that all parties are not signatories to the
same counter part.

          9.4 Survival.  All rights and obligations shall cease upon termination
of Employee's  employment with the Company,  except as otherwise  explicitly set
forth herein and except for the rights and  obligations  set forth in or arising
out of  Section  6, 7, 8, and 9 which  shall  survive  the  termination  of this
Agreement forever.

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          9.5 Headings.  Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.

          9.6  Officer and Board  Member.  So long as Employee is an employee of
Corporation and not in default hereunder, Employee shall be appointed and become
Chief Executive Officer and Chairman of Corporation and a member of the Board of
Directors on or after the effective date hereof.

          9.7  Vacations.  Subject  to the  approval  of  time by the  Board  of
Directors,  Employee  shall be entitled to the number of days as  determined  by
Corporation's policy.  Initially,  Employee shall be entitled to three (3) weeks
of vacation during each year of this  Agreement.  Any unused vacation time shall
not be carried over to future years.

          9.8 Illness of  Incapacity.  Employee  shall be entitled to sick leave
because  of  actual  sickness,  accident,  or  other  incapacity,   without  any
adjustment in compensation in accordance with Corporation's policy. The Board of
Directors of Corporation in its sole discretion shall determine which adjustment
in compensation shall be made for any absences from work in excess of Employee's
normal sick leave time.

          9.9 Waiver.  The waiver by either  Corporation or Employee of a breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any  subsequent  breach  by  either  party  and  shall in no way  affect  the
enforcement of all of the other provisions of this Agreement.

          9.10  Severability.  If any term or provision of this Agreement or the
application thereof to any person or circumstance shall to any extent be invalid
or  unenforceable,  the remainder of this Agreement and the  application of such
term or  provision to persons or  circumstances  other than those to which it is
held  invalid or  unenforceable  shall not be affected  thereby and each term or
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.

          9.11  Modification.  This  Agreement  may not be changed  or  modified
except by the written agreement of the parties hereto. Not change,  termination,
or attempted  waiver of any of the provisions  hereof shall be binding unless in
writing  and signed by both  parties.  This  Agreement  may not be  modified  or
terminated orally.

          9.12  Executive.  Each  of  the  parties  hereto  shall  execute  such
documents and shall take such other action as may be reasonably requested by the
other  party to carry out the  provisions  and  purposes  of this  Agreement  in
accordance with the terms hereof.

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          9.13 Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Oregon.

9.14  Integration.  This  Agreement  contains the entire  agreement  between the
parties hereto pertaining to the subject matter hereof, and supersedes all prior
and  contemporaneous  agreements,  oral and written,  except those  contemplated
hereunder or note inconsistent herewith.

          9.15  Representation.  This Agreement has been prepared by Nicholas I.
Goyak, P.C. as legal counsel to Employer.  Employee has been advised, and by his
execution hereof  acknowledges,  that he has the right to, and should, have this
Agreement  reviewed by his own separate legal  counsel.  This Agreement has been
negotiated  at  arm's  length  with  the  benefit  or  opportunity  to seek  the
assistance of legal counsel and accordingly  shall not be construed  against any
party.

          9.16  Successors;  Assignment.  Employee  may  not  assign,  transfer,
convey, mortgage,  hypothecate,  pledge, or in any way encumber the compensation
or other  benefits  payable  to him or any  rights  which he may have  under the
provisions of this Agreement, without the prior written consent of Corporation.

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

OMNI INTERNATIONAL RAIL                   OMNI PRODUCTS, INC.
PRODUCTS, INC.

By:  /s/  Michael L. DeBonny              By:  /s/  Michael L. DeBonny
     -----------------------                   -----------------------

Title:  Chairman & CEO                    Title:  Chairman & CEO
        --------------------                      --------------------

Address:  975 SE Sandy Blvd.              Address:  975 S.E. Sandy Blvd.
          ------------------                        --------------------
          Portland, OR. 97214                       Portland, OR. 97214
          -------------------                       --------------------

          
                                           EMPLOYEE

                                           /s/  Michael L. DeBonny
                                           -------------------------------------
                                           Name:  Michael L. DeBonny
                                                  ------------------------------
                                           Address:  16161
                                                     ---------------------------
                                                     Lake George, OR 97034
                                                     ---------------------------

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