EMPLOYMENT AND NONCOMPETITION AGREEMENT


     This Employment and  Noncompetition  Agreement  (this  "Agreement") is made
this  26  day of  February,  1997,  between  DT  Industries,  Inc.,  a  Delaware
corporation (the "Company"),  and Eugene R. Haffely,  an individual  residing in
the State of Ohio (the "Executive").

                                    RECITALS

     WHEREAS,  the Executive desires employment with the Company and the Company
desires to retain the  benefit of the  Executive's  services to  facilitate  the
conduct of the business and also desires to (i) keep confidential and secret all
information  regarding its operations and (ii) secure the Executive's  agreement
not to compete with the Company under the certain  circumstances and for certain
time periods described in this Agreement; and

     WHEREAS,   the   Executive   understands   the  necessity  of  keeping  the
aforementioned  information confidential and secret,  recognizes the proprietary
nature of such  information,  agrees not to compete  with the Company  under the
certain  circumstances  and for  the  certain  time  periods  specified  in this
Agreement  and desires to be  retained  by the Company  subject to the terms and
conditions of this Agreement;

     NOW THEREFORE,  in  consideration of the mutual  covenants,  agreements and
promises  hereinafter set forth, and other good and valuable  consideration  the
receipt of which is hereby agreed and acknowledged,  the parties hereto agree as
follows:

<PAGE>

     1.   Definitions.

     The following terms when used in this Agreement have the meanings set forth
below.

          a.  "Affiliate" means any Person (as hereinafter defined) now or here-
after controlling, controlled by, or under common control with another Person.

          b.  "Area" means the State of Missouri, the State of Ohio, the  states
adjacent  thereto,  elsewhere in the United States,  North America,  the Western
Hemisphere, Europe, Asia and the world.

          c.  "Benefits"  means  Company paid healthcare benefits applicable  to
the Executive in accordance with the policies of the Company in effect from time
to time.

          d.  "Business"  means  any  businesses  or  operations  engaged  in or
proposed  to be  engaged  in by  the  Company,  Subsidiaries  or  any  of  their
Affiliates throughout the Area.

          e.  "Cause" means (i) the Executive breaches his  fiduciary  duties to
the Company or the Subsidiaries,  (ii) the Executive commits an act constituting
intentional  financial dishonesty against the Company,  Subsidiaries,  or any of
their  Affiliates,  (iii)  the  Executive  is  convicted  of a  crime,  (iv) the
Executive   engages  in  misconduct   causing  material  harm  to  the  Company,
Subsidiaries,  or any of their  Affiliates,  or (v) the Executive engages in any
other act which would otherwise  constitute  "cause" under the laws of the State
of Missouri.

          f.  "Person" means any individual,  corporation,  firm, partnership or
other business entity.

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<PAGE>

          g.  "Proprietary  Information"  means all information  with respect to
the  conduct or details of the  business  and  operations  of the Company or its
Subsidiaries including, without limitation,  methods of operation, customers and
customer lists, details of contracts with customers,  consultants,  suppliers or
employees,  products,  proposed products, former products,  proposed, pending or
complete acquisitions of any company,  division,  product line or other business
unit, prices and pricing  policies,  fees, costs,  plans,  designs,  technology,
inventions,  trade secrets,  know-how,  software,  marketing methods,  policies,
plans,  personnel,   suppliers,   competitors,   markets  or  other  specialized
information or proprietary matters of the Company or its Subsidiaries.

          h.  "Subsidiary"  means any corporation  or  other entity of which the
Company  directly or  indirectly  owns  beneficially  or of record fifty percent
(50%) or more of (i) the outstanding shares of capital stock if such entity is a
corporation or (ii) the outstanding  ownership interests if such entity is not a
corporation.


     2.   Employment.

     The Executive shall serve in such executive or managerial capacities as may
be  determined  from time to time by the Board of Directors of the Company.  The
Company  shall pay to the  Executive,  and the  Executive  shall accept from the
Company in full  payment for the  Executive's  services  rendered to the Company
hereunder an annual base  compensation of $200,000.  The Executive shall also be
eligible to  participate in bonus plans  sponsored by the Company  applicable to
senior executives of the Company.

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<PAGE>

     3.   Nondisclosure.

          a.  The Executive covenants  and  agrees that,  at all times from  and
after the date  hereof,  except as  required  by law or by order of any court or
government agency, he shall keep completely confidential and retain in strictest
confidence and shall not,  except with the express prior written  consent of the
Company, directly or indirectly disclose,  communicate or divulge to any Person,
or use  for  the  benefit  of  any  Person,  any  Proprietary  Information.  The
restriction  contained  in  the  preceding  sentence  shall  not  apply  to  any
Proprietary  Information that (i) is a matter of public knowledge on the date of
this Agreement, (ii) becomes a matter of public knowledge after the date of this
Agreement  from a source other than the  Executive,  or (iii) is later  lawfully
acquired by the Executive from sources other than the Company.

          b.  All  data,  designs,  drawings,  blueprints,  tracings,  sketches,
plans,  layouts,   specifications,   models,  programs,   cards,  tapes,  disks,
printouts,  writings,  manuals,  guides,  notes and any an all other  memoranda,
including without limitation any and all written information which may be or has
been furnished to the Executive  which may be produced,  prepared or designed by
the  Executive in connection  with his  employment  with the Company,  shall be,
become and remain the exclusive property of the Company. Upon the termination of
the Executive's employment with the Company, all originals,  copies and reprints
in the Executive's possession, custody, or control shall be promptly surrendered
and/or  delivered to the Company,  and the Executive  shall  thereafter  make no
further use, either directly or indirectly, of any such data, designs, drawings,
blueprints,   tracings,  sketches,  plans,  layouts,   specifications,   models,
programs,  cards, tapes, disks, printouts,  writings,  manuals, guides, notes or
other memoranda or written information, provided that the Executive shall not be
obligated to deliver to the Company


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<PAGE>

or  prohibited  from  using  such  written  information  as a matter  of  public
knowledge on or prior to the date of the  termination of his employment with the
Company.


     4.   Disclosure.
 
          a.  The  Executive  agrees  to  disclose  in  writing  to  the Company
promptly  and fully all works and  property,  including  but not  limited to all
intellectual properties,  ideas,  inventions,  discoveries,  concepts,  computer
systems or programs, works, techniques, programs or any components or associated
products   thereof  and  all  hardware  and   software   inventions,   products,
improvements,  innovations,  discoveries and writings which are made, conceived,
reduced to  practice,  developed,  written,  contributed  to or  prepared by the
Executive  during,  or related in any manner  whatsoever to, his employment with
the Company or which result from or are  suggested by any work the Executive may
do in connection with his employment with the Company, whether or not patentable
or  copyrightable  and whether  made  solely by the  Executive  or jointly  with
others,  all of such works and property  being  hereinafter  referred to in this
Agreement as "Works and Property."

          b.  If  the  Executive includes in any written disclosure  required by
Section 4(a) a request that  ownership of any Works and Property be  transferred
to him, the Company shall promptly determine, in its sole discretion, whether it
elects to transfer its ownership of such Works and Property to the Executive and
the terms and  conditions,  if any, of such  transfer.  If the Company elects in
writing  to  transfer  its  ownership  of any such  Works  and  Property  to the
Executive and if the Executive complies with any terms and conditions specified

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<PAGE>

by the Company in connection with such transfer, the Executive shall thereafter
have all right, title and interest to such transferred Works and Property.

          c.  In the event that the Executive fails  to disclose  to the Company
in writing any Works and  Property,  the Company  shall retain  complete  right,
title and interest in Works and Property as specified in Section 5(a).


     5.   Ownership of Works and Property.
 
     The Executive hereby agrees that:

          a.  Except as provided  in Section 4,  all Works  and  Property  shall
unconditionally  be,  become and remain the sole and  exclusive  property of the
Company forever;

          b.  Pursuant to Sections 101 and 201  of  the  United States Copyright
law,  all Works and  Property  shall be "works made for hire," and all rights in
such Works and Property shall belong entirely and exclusively to the Company and
its  successors  and assigns  forever,  and the Company and its  successors  and
assigns may make any use or non-use of such Works and  Property  throughout  the
world without any further obligations to the Executive;

          c.  All Works and Property shall belong entirely  and  exclusively  to
the Company and its successors  and assigns  forever,  and the Executive  hereby
grants  and  assigns  forever to the  Company  all  rights  whatsoever  that the
Executive  might have  therein,  and the  Company may make any use or non-use of
such Works and Property  throughout the world without any further  obligation to
the Executive;

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<PAGE>

          d.  The Executive will promptly execute, acknowledge  and deliver  all
applications,  oaths, declarations,  and further documents and will provide such
additional  assistance  as the  Company or its  counsel  may deem  necessary  or
desirable to evidence the Company's title to such Works and Property; and

          e.  In  performing duties or services for the Company  regarding Works

and  Property,  the  Executive  will not  knowingly  infringe  upon the  rights,
including  but  not  limited  to  patent,  copyright,   trade  secret  or  other
proprietary rights, of any third party whatsoever.


     6.   Covenants Not to Compete.

          a.  The  Executive  covenants  and agrees that he will not at any time
during  his  employment  with the  Company  and  thereafter  for the  applicable
Post-Employment  Restriction Period (as defined below in Section 7), except with
the express prior written  consent of the President of the Company,  directly or
indirectly,  whether as employee,  owner,  partner,  agent,  director,  officer,
consultant,  shareholder (except as the holder of not more than one percent (1%)
of the outstanding shares of a corporation whose stock is listed on any national
or regional  securities  exchange or reported by the Nasdaq  Stock Market or any
successor  thereto)  either (i)  establish  any Person  that  competes  with the
Company or the Subsidiaries, or (ii) be affiliated in any manner with any Person
which engages in, the Business or proposes to engage in the Business  within the
Area  (a  "Competitor")  in  a  manner  which  is  competitive  in  any  of  his
responsibilities,  duties or activities  with the Business.  The parties further
agree that if the Executive becomes  affiliated or connected with any Competitor
during either his employment with the Company or the Post-Employment Restriction
Period, the Executive shall be obliged to

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<PAGE>

show by clear and convincing evidence that none of his duties,  responsibilities
or activities entail employment in a capacity which has been, is or is likely to
become,  competitive  with the  Business.  The  parties  hereto  agree  that the
covenant  contained  in clause (ii) of this Section 6(a) shall be construed as a
series of separate covenants,  one for each state or subdivision included in the
Area and, except for geographic coverage, each separate covenant shall be deemed
identical.

          b.  The Executive  covenants  and agrees that he will not, at any time
during  his  employment  with the  Company  and for a period  of three (3) years
thereafter,  except with the express prior  written  consent of the President of
the Company,  directly or indirectly:  (i) solicit, divert or accept competitive
business from or otherwise  take away or interfere  with any Person for whom the
Company or any  Subsidiary  performed any services or to whom the Company or any
Subsidiary  sold products or whose  business was being pursued by the Company or
any Subsidiary  during his employment with the Company or any Subsidiary and for
the  Post-Employment  Restriction  Period;  (ii) solicit for  employment  or any
similar  arrangement  any Person who is at such time an employee or  independent
contractor  of the  Company  or any  Subsidiary;  or (iii)  induce or attempt to
induce any Person that is a supplier to the  Company or any  Subsidiary  or, any
distributor or seller of products for the Company or any Subsidiary to terminate
or otherwise  adversely change or cancel any written or oral agreement with such
entity.

          c.  The Executive further covenants  and agrees that he will not for a
period of three (3) years after the  termination  of his  employment  hereunder,
except with the express prior  written  consent of the President of the Company,
directly or indirectly,  accept employment,  be employed by or be a principal of
any business or enterprise operating within the United States

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<PAGE>

which  then  employs or has as a  principal  or holder of any  interest  therein
(except  as the  holder of not more  than one  percent  (1%) of the  outstanding
shares  of a  corporation  whose  stock is listed on any  national  or  regional
securities  exchange  or reported by the Nasdaq  Stock  Market or any  successor
thereto) any individual who was previously employed in a managerial or executive
position with the Company,  Subsidiaries  or any of their  Affiliates,  provided
however,  that this prohibition  shall not be applicable if (i) such business or
enterprise  does not  compete  with the  Company,  Subsidiaries  or any of their
Affiliates,  or (ii) (x) such business or enterprise engages in activities which
do  compete  and  other  activities  which  do not  compete  with  the  Company,
Subsidiaries  or any of  their  Affiliates,  (y) the  Executive  and  the  other
individual who was previously  employed by the Company,  Subsidiaries  or any of
their  Affiliates are employed by such business or enterprise in connection with
activities  which in no way compete  with the  Company,  Subsidiaries  or any of
their  Affiliates and (z) neither the Executive nor the other individual who was
previously  employed by the Company,  Subsidiaries or any of their Affiliates is
or proposes to be a principal of such business or enterprise.


     7.   Post-Employment Restriction Period; Additional Compensation.

     For  the  purposes  of  this  Agreement,  the  applicable  "Post-Employment
Restriction Period" shall be determined as follows:

          a.  If the Executive's employment with the Company or the Subsidiaries
is  terminated  for Cause,  the  Post-Employment  Restriction  Period shall be a
period of one (1) year commencing on the date of termination of such employment.

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<PAGE>

          b.  If the Executive's employment with the Company or the Subsidiaries
is terminated due to a Permanent  Disability,  the  Post-Employment  Restriction
Period shall be a period of one (1) year  commencing on the date of  termination
of such  employment.  For the  purpose  of this  Section  7, the  Executive  has
suffered a  "Permanent  Disability"  if the Board of Directors of the Company or
their  designee  reasonably  determines  that the  Executive has been or will be
unable, as a result of physical or mental illness or incapacity,  to perform his
duties to the Company or the  Subsidiaries  for a period of four (4) consecutive
months  or for an  aggregate  of more than six (6)  months  in any  twelve-month
period.

          c.  If the Executive's employment with the Company or its Subsidiaries
shall be terminated by the Company or such  Subsidiary  without Cause, or if the
Executive  terminates his employment  within sixty (60) days after a substantial
reduction in his duties,  responsibilities or compensation,  the Post-Employment
Restriction  Period shall be a period of one (1) year  commencing on the date of
termination of such employment;  provided,  that (i) during the  Post-Employment
Restriction  Period the Company or the Subsidiary shall make monthly payments to
the Executive and (ii) during the Benefits  Period the Company or the Subsidiary
shall  provide  to the  Executive,  the  Benefits,  as in  effect on the date of
termination  of  such  employment,  or the  reasonable  equivalent  thereof,  as
determined by the Board of Directors of the Company in its sole  discretion  and
business judgment. For the purposes of this section 7, "Benefits Period" means a
period,  commencing on the date that the Executive's employment with the Company
and the Subsidiaries  terminates and ending on the earlier of (a) the end of the
initial  Post-Employment  Restriction Period and (b) the date that the Executive
commences  other  employment or any  consulting  arrangement.  The amount of the
monthly payments shall be equal

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<PAGE>

to one-twelfth  (1/12) of the Executive's  annual base compensation as in effect
(i) on the date of his  termination or (ii), in the case where the Executive has
terminated  his  employment  after  a  substantial   reduction  in  his  duties,
responsibilities  or  compensation,   immediately  prior  to  his  reduction  of
compensation,  as the case may be,  during the  Benefits  Period and 50% of such
amount  thereafter  until  the end of the  initial  Post-Employment  Restriction
Period determined by this Section 7.

          d.  If the Executive terminates  his  employment  with the Company and
the  Subsidiaries for any reason other than the Company  substantially  reducing
his duties,  responsibilities  or  compensation,  within thirty (30) days of the
date of such  termination  the  Company  shall have the option to  designate  an
initial  Post-Employment  Restriction Period of six (6) months commencing on the
date of  termination  which option is  exercisable by notice given within thirty
(30) days after the date on which the Company receives notice of the Executive's
termination  of his  employment.  Thereafter,  the Company  shall have three (3)
additional  options  to  extend  the  Post-Employment   Restriction  Period  for
additional  consecutive  periods of six (6) months each,  which options shall be
exercisable  at the times and in the  manner set forth in this  Section.  If the
initial  Post-Employment  Restriction Period is determined by subparagraphs (a),
(b) or (c) above, at the end of the initial  Post-Employment  Restriction Period
the Company shall have two (2) options to extend the Post-Employment Restriction
Period for  additional  consecutive  periods of six (6) months each. The Company
may exercise its additional  options under this Section 7(d) by giving notice to
the  Executive  of each such  election at any time which is not less than thirty
(30) days prior to the expiration of the Post-Employment  Restriction Period (as
may have then been  extended  by prior  exercise  of an option  pursuant to this
Section 7).

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<PAGE>

During any such extension of the Post-Employment Restriction Period, the Company
shall make monthly  payments to the  Executive in an amount equal to one twelfth
(1/12th) of the Executive's annual base compensation as in effect on the date of
termination of his employment  until the first full month in which the Executive
has obtained  other  employment or any  consulting  arrangement  and 50% of such
amount  thereafter.  Notwithstanding  any  provision  of this  Section  7 to the
contrary, the Post-Employment  Restriction Period shall not be extended beyond a
period of two (2) years without the consent of the Executive.

          e.  During  the  Post-Employment  Restriction  Period  (including  any
extensions  thereof)  the  Executive  shall give  written  notice to the Company
within  five  (5)  days  of any  change  in  his  employment  or in his  duties,
responsibilities or activities  pursuant thereto.  If the Executive  voluntarily
terminates his employment with the Company and the  Subsidiaries,  the Executive
shall give written notice to the Company of any  employment  which the Executive
at that time expects to be engaged in within the six-month  period following his
termination.

          f.  Notwithstanding  any  other  provision  of  this  Section 7 to the
contrary,  the  provisions  of this  Section 7 do not,  and are not intended to,
waive,  disclaim  or  otherwise  extinguish  any rights of the  Executive  as an
employee under any applicable federal, state or local statute or ordinance.


     8.   No Right to Continued Employment.  The Executive  agrees  that no pro-
vision of this  Agreement  shall (i) give the Executive any right to be retained
in the employ of the  Company or any  Subsidiary,  (ii)  affect the right of the
Company or any Subsidiary to discharge

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the Executive at any time or (iii) affect the Executive's right to terminate his
employment at any time.


     9.   Acknowledgments.  The  Executive   acknowledges  that  the  term,  the
geographical  areas of this Agreement and the scope of the restraints imposed by
the Sections 3 and 6 of this Agreement are fair and reasonably  required for the
protection of the Company.  Therefore,  in addition to any other  remedies which
the Company may have under this  Agreement or  otherwise,  the Company  shall be
entitled  to apply to any  court of  competent  jurisdiction  for an  injunction
restraining  the  Executive  from  committing  or  continuing  any  violation of
Sections 3 and 6 of this  Agreement,  and the Executive shall not object to such
application except to litigate whether,  in fact, he has violated Sections 3 and
6 of this Agreement.


     10.  Remedies.  The parties agree that it is impossible to measure in money
the damages that will accrue to the Company by reason of the Executive's failure
to perform his respective obligations under this Agreement, that such failure to
perform  will result in  irreparable  damage to the Company,  and that  specific
performance of the Executive's  obligations may therefore be obtained by suit in
equity.  Without limiting the generality of the foregoing sentence,  the Company
shall be  entitled to an  injunction  from any court of  competent  jurisdiction
restraining  the  Executive  from  committing or  continuing  any  violations of
Sections 3 and/or 6. The Executive will neither assert any claim nor any defense
in any action or proceeding to enforce any provision hereof that the Company has
or had an adequate remedy at law.


     11.  Notice.  For  purposes  of  this  Agreement,  notices  and  all  other
communications  provided for in this Agreement  shall be in writing and shall be
deemed to have been duly given

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when  delivered  or mailed by United  States  registered  mail,  return  receipt
requests, postage prepaid, addressed as follows:

               If to the Executive:

               180  Southway Drive
               Dayton, Ohio  45440


               If to the Company:

               DT Industries, Inc.
               Corporate Centre, Suite 2-300
               1949 East Sunshine
               Springfield, Missouri  65804
               Attention:  Stephen J. Gore

or to such other  address as either party may have  furnished to the other party
in writing in  accordance  herewith,  except  that  notices of change of address
shall be effective only upon receipt.


     12.  Invalid or Unenforceable Provisions.  In the event  that  any part  of
this Agreement shall be held to be unenforceable or invalid, the remaining parts
thereof shall  nevertheless  continue to be valid and  enforceable as though the
invalid portions were not a part hereof. In the event that any of the provisions
of this  Agreement  relating to the  character,  period or  geographic  scope of
restriction  shall be deemed to exceed the character of  restriction,  period of
time or  geographic  scope which a court of  competent  jurisdiction  would deem
enforceable,  the character of the  restriction,  period of time and  geographic
scope shall, for purposes of this Agreement, be deemed to be the character scope
which a court of competent  jurisdiction would deem valid and enforceable in any
state in which such court of competent jurisdiction shall be convened.

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     13.  Benefit and Burden.  This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their respective personal or legal
representatives, successors and assigns.


     14.  Indemnification.  The  Executive  agrees to save and hold the  Company
harmless  from and  against  any  claim,  loss or damage  whatsoever  (including
reasonable  attorneys'  fee)  arising out of the breach by the  Executive of his
obligations under this Agreement. The foregoing shall be in addition to, and not
in limitation of, any rights the Company may have against the Executive  arising
in connection with this Agreement.


     15.  No Conflicts.  The  Executive  represents  that  there is no  conflict
between the duties that he is  required to perform  pursuant to this  Agreement,
and the duties that he is required  to perform  pursuant to any other  contract,
agreement,  arrangement or  understanding to which he is a party or to any rule,
regulation, directive, order or law to which he is subject.


     16.  Modifications.  No change or  modification  of this Agreement shall be
valid  unless the same is in writing  and signed by all the parties  hereto.  No
waiver of any provision of this  Agreement  shall be valid unless in writing and
signed by the party against whom it is sought to be enforced. The failure of any
party at any time to insist upon strict  performance of any condition,  promise,
agreement or  understanding  set forth herein shall not be construed as a waiver
or relinquishment of the right to insist upon strict  performance of the same or
other conditions, promises, agreements or understandings at a future time.


     17.  Entire  Agreement.  This  Agreement  contains  all  of  the  promises,
agreements, conditions,  understandings,  warranties and representations between
the parties hereto with

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<PAGE>

respect to the  subject  matter of this  Agreement.  This  Agreement  is, and is
intended by the parties to be, an integration of any and all prior agreements or
understandings,  oral or written,  with respect to the subject matter hereof and
supersedes and replaces in their entity any prior employment  agreements between
the Executive and the Company.


     18.  Governing Law.  This Agreement,  including,  without  limitation,  the
interpretation,  construction,  validity and  enforceability  thereof,  shall be
construed and enforced in accordance  with and governed by the laws of the State
of Missouri, without regard to such jurisdiction's conflict of laws principles.


     19.  Forum  Selection  And  Consent to  Jurisdiction.  Any legal  action or
proceeding  with respect to this  Agreement  may be brought in the courts of the
State of Missouri in Greene County or any United States Federal Court sitting in
the District of Missouri,  and, by the execution and delivery of this Agreement,
the Company and the Executive hereby  irrevocably  accepts for himself or itself
and in respect of any of his or its property, generally and unconditionally, the
jurisdiction  of the aforesaid  courts.  The Company and the  Executive  further
irrevocably  consent to the service of process out of any of the  aforementioned
courts in any such action or  proceeding  by hand  delivery or by  registered or
certified  mail,  postage  prepaid,  to  the  Company  or the  Executive  at the
addresses  described  in Section 11 of this  Agreement,  such  service to become
effective  ten (10) days after  hand  delivery  or fifteen  (15) days after such
mailing.  The Company and the Executive hereby  irrevocably waive to the fullest
extent they may  effectively do so, any objection they may have to venue and the
defense  of an  inconvenient  forum  to  the  maintenance  of  such  actions  or
proceedings.

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<PAGE>

     20.  Headings.  The headings and other  captions in this  Agreement are for
convenience and reference only and shall not be used in interpreting, construing
or enforcing any of the provisions of this Agreement.


     21.  Counterparts.   This  Agreement  may  be  executed   in  two  or  more
counterparts,  each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument. Any such counterpart may
be executed by facsimile  signature with only verbal  confirmation,  and when so
executed  and  delivered  shall be deemed an  original  and such  counterpart(s)
together shall constitute only one original.


          [The balance of this page has been intentionally left blank.]


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<PAGE>

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

                                        Company:

                                        DT INDUSTRIES, INC.


                                        By: /s/ Stephen J. Gore
                                        ----------------------------------------
                                           Stephen J. Gore
                                           President and Chief Executive Officer



                                        Executive:


                                        /s/ E. R. Haffely
                                        ----------------------------------------
                                        Eugene R. Haffely



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