EMPLOYMENT AND NONCOMPETITION AGREEMENT


     This Employment and  Noncompetition  Agreement  (this  "Agreement") is made
this 28th day of August,  1995  between  Kalish  Canada  Inc.,  a New  Brunswick
corporation (the "Corporation"), and Graham Lewis (the "Executive").

     WHEREAS,  the  Executive  is  currently  serving as the  President  of H.G.
Kalish, Inc. (the "Seller"), a Quebec corporation engaged in the business of the
design, manufacture and sale of automated packaging equipment at its facilities,
headquartered  in  Montreal,  Quebec,  Canada,  for  use in  the  pharmaceutical
industry and a variety of other industries throughout the world (the "Business")
and has demonstrated experience and knowledge relating to the Business;

     WHEREAS,  on the date hereof the  Corporation has acquired the Business and
substantially  all the  assets of the  Seller  pursuant  to the  Asset  Purchase
Agreement,  dated August 28, 1995,  between the  Corporation and the Seller (the
"Purchase Agreement");

     WHEREAS,  in connection with the transactions  consummated  pursuant to the
Purchase  Agreement,  the  Corporation  desires  to retain the  services  of the
Executive as an employee of the  Corporation  in the capacity of President  upon
the terms and conditions set forth herein;

     WHEREAS,  the Corporation also desires to secure the Executive's  agreement
not to compete with the Corporation and its Affiliates and to keep  confidential
and secret all  information  the Executive  has regarding the  operations of the
Corporation  and its  Affiliates  all upon the  terms and  conditions  set forth
herein;

     WHEREAS,   the   Executive   understands   the  necessity  of  keeping  the
aforementioned   information   confidential   and  secret  and   recognizes  the
proprietary nature of such information; and

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     WHEREAS,  the  Corporation  is willing to compensate  the Executive for his
services in the  capacity of  President of the  Corporation,  together  with his
noncompetition and nondisclosure  covenants,  all upon the terms,  covenants and
conditions hereinafter set forth;

     NOW THEREFORE,  in  consideration of the mutual  covenants,  agreements and
promises  hereinafter set forth, and for other good and valuable  consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:

     1.   Definitions.

          a.  "Affiliate" means, with respect to any Person,  any  Person now or
hereafter controlling,  controlled by, or under common control with such Person,
including its Subsidiaries.

          b.  "Ordinary Course of  Business"  means the conduct of the  business
and affairs of the  Corporation in the usual and ordinary course and in a manner
which advances the purposes, and is in the best interest, of the Corporation.

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

          d.  "Proprietary Information"  means  all  information  or  data  with
respect to the conduct or details of the businesses of the  Corporation  and its
Affiliates including,  without limitation,  methods of operation,  customers and
customer lists, products, proposed products, former products,  proposed, pending
or  completed  acquisitions  of any  company,  division,  product  line or other
business unit, prices,  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 Corporation or any of its Affiliates.

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          e.  "Subsidiary"  means any corporation or other entity  of which  the
Corporation  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.   a.  Employment and Duties.  The Corporation  hereby  agrees to employ
the Executive and the  Executive  accepts such  employment on and subject to the
terms and conditions set forth in this Agreement. The Executive agrees to devote
all  of his  business  time,  efforts  and  attention  to  the  business  of the
Corporation  and its  Affiliates.  The  Executive  shall not accept any business
commitments  other  than with the  Corporation  and its  Affiliates,  other than
supervision of the Executive's personal investments, without the advance written
consent of the Corporation's board of directors.

          b.  Position.  The Executive will have a position as  President of the
Corporation and report to the Corporation's Chairman, who will also be the chief
executive officer of DT Industries,  Inc.  ("DTI").  The Executive shall, at all
times,  act in a  fiduciary  capacity  for the benefit of the  Corporation.  The
Executive  will  also  have  senior  executive  management   responsibility  for
Affiliates  of  the  Corporation  engaged  in  businesses  complementary  to the
Business, including the Stokes and Merrill-Lakso divisions of Pharma Group, Inc.

          c.  Right to Change Duties and Title.  The Corporation  shall have the
right from time to time to change the nature and scope of the Executive's duties
and  title  ;  provided  that  during  the  term  of  his  employment  with  the
Corporation,  the Executive shall report directly to the chief executive officer
of DTI.


     3.   Term of Employment.  The term  of employment  hereunder shall commence
on the date hereof.

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<PAGE>

     4.   Salary.   As  compensation   for  services   to  be  rendered  by  the
Executive  hereunder,  the Executive  shall receive a base salary at the rate of
CND$245,000  per  annum.  Payment  of the  salary  will be made  each  month  in
accordance  with the payroll  policies of the Corporation in effect from time to
time. The Executive shall be entitled to have a salary review in accordance with
the policies and established practices of the Corporation in effect from time to
time.


     5.   Bonus.  The Executive  shall be eligible to participate  in all of the
executive bonus plans applicable to the executives of the Corporation, including
a performance-based  bonus calculated as a percentage of his annual base salary.
Such bonus shall be calculated on specific financial and operational  objectives
set out at the  beginning  of each  year and is  payable  on or about  the first
quarter of the following year.


     6.   Benefits.  The Executive shall be a participant  in the  Corporation's
benefit and pension plans according to the rules applicable thereto.


     7.   Automobile.  The Executive  shall be  entitled  to the use of a leased
Corporation automobile in accordance with the Corporation's automobile policy in
effect from time to time.


     8.   Other Corporation Policies.  The  Executive  agrees to comply with all
policies of the Corporation in effect from time to time.


     9.   Agreement Not To Disclose.

          The Executive agrees that:

          a.  He will not, during the period of his employment with the Corpora-
tion or its Affiliates or at any time thereafter,  except with the express prior
written consent of the Corporation, directly or indirectly disclose, communicate
or divulge to any Person other than the Corporation,  its Affiliates,  and their
employees, officers, and agents, or use for the benefit of any Person other than
the Corporation and its Affiliates, any Proprietary Information. The restriction

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<PAGE>

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 another source which is, to the Executive's  knowledge,  under no
obligation of confidentiality to the Corporation or its Affiliates,  or (iii) is
furnished in the Ordinary  Course of Business to Persons which sell,  provide or
propose  to  sell  or  provide  goods  or  services  to the  Corporation  or its
Affiliates or which  purchase,  obtain or propose to purchase or obtain goods or
services from the Corporation or its Affiliates.

          b.  All  data,  designs,  drawings,  blueprints,  tracings,  sketches,
plans,  layouts,   specifications,   models,  programs,   cards,  tapes,  disks,
printouts,  writings,  manuals,  guides,  notes and any and all other memoranda,
including without limitation any and all written information which may be or has
been  furnished to the Executive or which may be produced,  prepared or designed
by the Executive in connection with his employment with the  Corporation,  shall
be,  become and remain  the  exclusive  property  of the  Corporation.  Upon the
termination of the Executive's  employment with the Corporation,  all originals,
copies and reprints in the Executive's possession,  custody, or control shall be
promptly  surrendered  and/or  delivered to the  Corporation,  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.


     10.  Agreement to Disclose.

          a.  The Executive  agrees  to disclose  in writing to the  Corporation
or its  designee  promptly  and  fully all works  and  property  related  to the
Business,  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

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<PAGE>

prepared by the Executive  during,  or related in any manner  whatsoever to, his
employment with the Corporation or any of its Affiliates or which result from or
are suggested by any work the Executive may do in connection with his employment
with the  Corporation  or any of its  Affiliates,  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." The Executive  acknowledges  that he does not claim any
interest in Works and Property  (defined  for the  purposes of this  sentence to
include  matters  arising at any time during his  employment  with the Seller or
with the Corporation.

          b.  If the Executive includes  in  any written disclosure  required by
Section 10(a) a request that  ownership of any Works and Property be transferred
to him, the Corporation or the relevant Affiliate 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  Corporation  or the relevant  Affiliate  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  by  the
Corporation  or the relevant  Affiliate 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 Corpora-
tion or the relevant  Affiliate in writing any Works and Property in  accordance
with Section  10(a),  the  Corporation  or the relevant  Affiliate  shall retain
complete right, title and interest in Works and Property as specified in Section
11(a).


     11.  Ownership of Works and Property.

          The Executive hereby agrees that:

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          a.  Except as provided in Section 10,  all Works  and  Property  shall
unconditionally  be,  become and remain the sole and  exclusive  property of the
Corporation or the relevant Affiliate forever;

          b.  Pursuant to Sections 101 and 201  of  the  United States Copyright
Law, and any similar provisions of Canadian 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 Corporation or the relevant  Affiliate and their
successors and assigns  forever,  and the Corporation or the relevant  Affiliate
and their  successors  and  assigns may make any use or nonuse of such Works and
Property throughout the world without any further obligation to the Executive;

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

          d.  In  performing  duties  or  services  for the  Corporation  or the
relevant  Affiliate  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.


     12.  Covenants Not to Compete.

          a.  The Executive  covenants  and agrees that he will not, at any time
during the period of his  employment  with the  Corporation  and for a period of
three (3) years  after  the  termination  of such  employment,  except  with the
express prior written consent of the Corporation as evidenced by a resolution of
its Board of  Directors,  directly or  indirectly,  whether as employee,  owner,
partner, agent, director, officer, consultant, shareholder (except as the holder

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<PAGE>

of not more than 1% of the  outstanding  shares of a corporation  whose stock is
listed on any  national  or  regional  securities  exchange  or  reported by the
National  Association of Securities  Dealers Automated  Quotations System or any
successor  thereto)  either (i)  establish  any Person  that  competes  with the
Corporation  or any of its  Affiliates or (ii) be affiliated or associated  with
any Person that engages in a business or proposes to engage in a business  which
competes with the business of the  Corporation or any of its  Affiliates  within
the provinces of Quebec and Ontario, the provinces contiguous thereto, elsewhere
in Canada,  the  states of  Illinois,  Massachusetts,  Michigan,  Missouri,  New
Jersey,  Pennsylvania,  Connecticut, the states contiguous thereto, elsewhere in
the United States,  North America,  South America,  Europe,  Asia and the Middle
East and elsewhere in the world (the "Area") in a position  which is competitive
in any of its duties, responsibilities or activities with the Corporation or any
of its  Affiliates.  The parties  further  agree that if the  Executive  becomes
affiliated  or  associated  with any  Person  described  in clause  (ii) of this
Section  12(a),  the Executive  shall be obliged to 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 Corporation or any of its Affiliates. The parties hereto agree that the
covenant  contained in clause (ii) of this Section 12(a) shall be construed as a
series of separate  covenants,  one for each province,  state or geographic area
specified in such clause (ii) 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 the period of his  employment  with the  Corporation  and for a period of
three (3) years  after  the  termination  of such  employment,  except  with the
express prior written consent of the Corporation as evidenced by a resolution of
its  Board of  Directors,  directly  or  indirectly  solicit,  divert  or accept
competitive  business from or otherwise take away or interfere with any customer
of the Corporation or any of its Affiliates,  including  without  limitation any
Person who:  (i) was a customer of, or whose  business was being  pursued by the
Corporation or the Seller within the period of the  Executive's  employment with
the Corporation or the Seller; or (ii) was known by

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<PAGE>

the Executive to be a customer of, or a Person whose  business was being pursued
by the Seller,  Corporation  or any of its  Affiliates  within the period of the
Executive's  employment with the Corporation or the Seller or one year after the
termination  of such  employment,  including  without  limitation  all customers
produced or generated by the Executive.

          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  Corporation,  as evidenced
by a  resolution  of its Board of  Directors,  directly  or  indirectly,  accept
employment,  be  employed  by or be a principal  of any  business or  enterprise
operating  within the Area which then employs or has as a principal or holder of
any  interest  therein  (except  as  the  holder  of  not  more  than  1% of the
outstanding  shares of a  corporation  whose  shares are  publicly  traded)  any
individual  who was  previously  employed in a managerial or executive  position
with the  Corporation or any of its  Affiliates;  provided,  however,  that this
prohibition  shall not be applicable if (i) such business or enterprise does not
compete with the Corporation or its Affiliates,  or (ii) (x) if such business or
enterprise  engages in activities which do compete and other activities which do
not compete with the Corporation or its Affiliates (y) the Executive  and/or the
other  individual who was previously  employed by the  Corporation or any of its
Affiliates  are  employed by such  business or  enterprise  in  connection  with
activities  which in no way compete with the  Corporation  or its Affiliates and
(z) neither the Executive nor the other  individual who was previously  employed
by the  Corporation  or its  Affiliates is or proposes to be a principal of such
business or enterprise.


     13.  Acknowledgments  of the Executive;  Injunctive  Relief.  The Executive
acknowledges the confidential and secret nature of the Proprietary  Information.
The Executive also  acknowledges  that the  Corporation  and its Affiliates have
devoted  considerable  time,  expense and other  resources to the development or
acquisition  of the  Proprietary  Information.  In light of this  expenditure of
time,  money and resources by the Corporation and its Affiliates,  the Executive
further  acknowledges  (i) that all of the  Proprietary  Information  has  great
economic value and is proprietary to the Corporation  and its  Affiliates,  (ii)
that his violation of this

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Agreement would cause the  Corporation and its Affiliates to suffer  irreparable
damage and (iii) that the character,  periods and scope of  restrictions  on the
Executive's  activities  following  the  termination  of his  employment  by the
Corporation  are  fair  and  reasonably  required  for  the  protection  of  the
Corporation  and its  Affiliates.  Therefore,  in addition to any other remedies
which the  Corporation may have under this Agreement or otherwise and subject to
Section 17(b) of this  Agreement,  the  Corporation  and each of its  Affiliates
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 9 or 12 of this  Agreement,  and,  provided that the  Corporation or
such  Affiliate has complied with all  procedural  requirements  with respect to
such application,  the Executive shall not object to such application  except to
litigate  whether,  in fact, he has violated Sections 9 or 12 of this Agreement.
The  Corporation  agrees  that in the event that the  Corporation  or any of its
Affiliates  obtains a  temporary  restraining  order or  preliminary  injunction
restraining  the  activities  of  the  Executive,  which  restraining  order  or
injunction is subsequently  held to have been improperly  issued,  the Executive
shall be entitled to apply to any court of competent  jurisdiction  for an award
of his  damages  and costs  incurred  in  defense of such  restraining  order or
injunction.


     14.  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 when  delivered  or mailed by  registered  mail,
return receipt requested, postage prepaid, addressed as follows:

          If to the Executive:

          Barrowgate House
          246 Beaconsfield Boulevard
          Beaconsfield, Quebec  H9W 4A4, Canada


          If to the Corporation:

          c/o DT Industries, Inc.
          441  West Elm Street
          Lebanon, Missouri 65536 U.S.A.  Attn:  Chairman

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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.


     15.  Invalid or Unenforceable Provisions.  In the event  that  any part  of
this Agreement shall be held to be unenforceable or invalid, the remaining parts
hereof 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 of time 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 of
the  restriction  and maximum time period and geographic  scope which a court of
competent jurisdiction would deem valid and enforceable in any state or province
in which such court of competent jurisdiction shall be convened.


     16.  Benefit and Burden.  This Agreement shall inure to the benefit of, and
shall be  binding  upon,  the  parties  hereto  and their  respective  legatees,
distributees,  estates,  executors,  administrators,  personal  representatives,
heirs, successors and assigns, and other legal representatives.


     17.  Miscellaneous.

          a.  No change or modification of this Agreement  shall be valid unless
the same is in writing  and signed by each of 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

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<PAGE>

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.

          b.  This Agreement  shall be governed by,  and construed in accordance
with the laws of Quebec and the laws of Canada applicable therein without regard
to such  jurisdiction's  conflicts of laws principles.  Any action or proceeding
arising out of or relating to this Agreement,  including the  interpretation  or
enforcement  hereof,  shall  be  brought  in a court of  competent  jurisdiction
sitting in Montreal,  Quebec,  and each of the parties hereto hereby irrevocably
waives,  to the fullest extent it or he may  effectively do so, any objection it
or he may have to such  venue and any  defense of an  inconvenient  forum to the
maintenance of such action or proceeding.

          c.  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.

          d.  Unless indicated otherwise,  each  reference  to currency  in this
Agreement is a reference to Canadian  currency and all payments and  remittances
hereunder shall be made in Canadian Dollars.

          e.  The parties hereto acknowledge  that they have requested that this
Agreement and the documents relating hereto be drawn up in English;  les parties
aux  presentes  reconnaissent  qu'elles  ont  exige que ce  contrat  et tous les
documents y afferents soient rediges en anglais.

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

                                        
EXECUTIVE                               KALISH CANADA INC.


/s/ Graham Lewis                        By: /s/ Bruce P. Erdel
--------------------------------           -------------------------------------
Graham Lewis                               Bruce P. Erdel
                                           Vice President