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                                 LABOR AGREEMENT

                                Entered into by:

                             TRAK International Inc.
                              369 W. Western Avenue
                            Port Washington, WI 53074

                                       And

                                   Local 1430
                                 District No. 10
          International Association of Machinist and Aerospace Workers

                                November 1, 1998
                                       To
                                October 31, 2003




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<PAGE>

                                TABLE OF CONTENTS


         Management Clause------------------------------------------------- 2

         Grievance Procedure----------------------------------------------- 3

         Seniority

                  Temporary Layoffs---------------------------------------- 5

                  Job Postings--------------------------------------------- 6

                  Loss of ------------------------------------------------- 7

                  Temporary Transfers-------------------------------------- 9

         Vacation---------------------------------------------------------- 9

         Hours & Overtime------------------------------------------------- 11

                  Double Time--------------------------------------------- 12

                  Shift Premium------------------------------------------- 13

         Holidays--------------------------------------------------------- 14

         Pay Provisions--------------------------------------------------- 14

                  Jury Duty----------------------------------------------- 15

                  Funeral/Bereavement------------------------------------- 15

         Safety----------------------------------------------------------- 16

         Benefits

                  Group Insurance (Health, Life, S&A, etc.)--------------- 18

                  401 (k) Savings Plan------------------------------------ 20

         No Strike - No Lockout------------------------------------------- 20

         Plant Closing---------------------------------------------------- 22


<PAGE>
                                    AGREEMENT


This  Agreement  made and  entered  into  this 1st day of  November  1998 by and
between  TRAK  International  Inc. in Port  Washington,  Wisconsin,  hereinafter
referred to as the company and District 10 of the  International  Association of
Machinists and Aerospace Workers, Milwaukee, Wisconsin,  hereinafter referred to
as the Union is set forth to establish principles and harmonious labor relations
for the exclusive use of the contracting parties.


                                    ARTICLE I

RECOGNITION

1.00     The  Company  hereby  recognizes  District  No.10 of the  International
         Association  of  Machinists  and  Aerospace  Workers  as the  exclusive
         bargaining  agent for all production and  maintenance  employees of the
         Company's  plants  in  the  Port  Washington,  Wisconsin  area  in  the
         Milwaukee, Wisconsin area, but excluding office and clerical employees,
         and  supervisors  as defined in the  National  Labor  Relations  Act as
         amended.  Supervisors  must  have full  authority  to hire,  fire,  and
         recommend wage increases subject to the regular Company  policies,  and
         shall not work on the jobs normally performed by production  employees,
         except to the extent  necessary  in  instructing  employees  during job
         runs, provided, however, that any such overall work performed shall not
         exceed 20% of the normal work week. If development  of prototype  parts
         or machines is performed on site,  bargaining  unit  employees  will be
         used  for the  majority  of the  activities.  Salaried  personnel  will
         participate  as  needed  up to 20%  of  the  work  to  assist  training
         bargaining unit employees,  performing  sample trials,  and evaluations
         including test.

1.01     As a condition of employment,  all employees  covered by this Agreement
         shall no later  that the 61st work day after the date of the  execution
         of this Agreement,  or in the case of new employees,  no later than the
         61st work day after the date of hiring,  becoming  members of the Union
         and  remain  members of the Union in good  standing  during the term of
         this Agreement.

1.02     Check-off. For the duration of this Agreement, the Company
         agrees to deduct the regular  monthly Union dues and/or  initiation fee
         from the pay of each  employee who executes and delivers to the Company
         a written authorization for such deductions,  which authorization shall
         be in a form acceptable to the Company and such authorization  shall be
         irrevocable for the period of one (1) year, or until the termination of
         the Agreement,  whichever occurs sooner;  such  authorization  shall be
         automatically  renewed and shall be irrevocable for successive  periods
         of one (1) year each or for the  period of each  succeeding  applicable
         collective  agreement  between  the  Company  and the Union,  whichever
         occurs  sooner,  unless  written notice is given by the employee to the
         Company and the Union at least thirty (30) days prior to the expiration
         of each  period  of one (1)  year,  or of  each  applicable  collective
         bargaining  agreement  between  the  Company  and the Union,  whichever
         occurs sooner.

                                                                               1
<PAGE>

         All deductions  shall be made from the second  paycheck to be delivered
         to the employee each month,  beginning with the month following receipt
         by the Company of his  authorization.  All amounts  deducted each month
         shall be paid by the  Company to the Union  official  certified  by the
         Union as authorized to receive them on the Union's behalf.

1.03     The Union agrees to indemnify and hold the Company harmless against any
         and all claims,  suits,  orders or judgments  brought or issued against
         the Company as a result of any action taken or not taken by the Company
         under the provisions of Section 1.02.

1.04     The parties mutually agree that there will be no  discrimination to any
         employee or  applicant  for  employment  based on race,  creed,  color,
         religion, sex, age, national origin,  disability,  disabled veteran and
         Vietnam  era  veterans,  or other area of  prohibitive  discrimination.
         Throughout  this  Agreement,  a  masculine  pronoun  shall be deemed to
         include the feminine.  All employment  decisions  shall be based on the
         principles of equal  opportunity  and affirmation  action.  All acts of
         discrimination and/or harassment (including sexual harassment) shall be
         subject to disciplinary action up to and including discharge.


                                   ARTICLE II

MANAGEMENT CLAUSE

2.00     Except as otherwise expressly limited by this Agreement, the management
         of the  Company's  plant and business and the  direction of the working
         force,  including the rights to plan, direct, and control operations in
         the use of all equipment  and other  property of the Company are vested
         exclusively in the Company and include, but are not limited to: hiring,
         suspending,  or discharging of employees for proper cause, transferring
         or relieving  employees from duty for lack of work or other  legitimate
         reasons,  right to  study or  introduce  improved  production  methods,
         facilities,  and the right to establish  reasonable  rules. Such rights
         shall be  exercised  in  accordance  with the terms of this  Agreement,
         subject to the  grievance  procedure.  The Company  shall have the sole
         right to make such  technical  and other changes in  operations,  as it
         deems necessary and as a result of the  introduction of new work or the
         installation  of new machinery or processing or for any other  reasons.
         All functions of management  not herein  relinquished  or limited shall
         remain vested in the Company.


                                                                               2
<PAGE>

                                   ARTICLE III

GRIEVANCE PROCEDURE

3.00     Should  differences  arise between the Company and its employees either
         individually  or  collectively as to the meaning and application of the
         provisions of this Agreement or should  differences arise about matters
         within the framework of this  agreement an earnest effort shall be made
         to settle such differences at the earliest  possible time by use of the
         following procedures.

3.01     Step #1. An aggrieved  employee or employees shall present his or their
         grievances to his or their department  supervisor  accompanied,  if the
         employee or employees so desire,  by a committee  person within two (2)
         working days of union knowledge of the event causing the grievance. The
         supervisor  shall respond with an answer within two (2) days during the
         regular work week.

3.02     Step #2. If not settled at Step #1, the grievance shall be presented in
         writing  and  signed by the  aggrieved  employee(s)  to a member of the
         Union  Committee,  who will in turn present two copies of the grievance
         to the Director of  Manufacturing,  Human  Resources  Manager or a duly
         appointed  Company   representative   within  three  (3)  working  days
         following Step #1.

         Grievances  will be dated and should  refer to a specific  article  and
         section number and the corrective action desired.

         Management  will have three (3) working  days to write an answer to the
         grievance and return it to the Union Committee.

         The final  disposition  will be  written in the place  provided  on the
         front of the grievance form.

3.03     Step #3. If the  grievance  is not  settled  in the  second  step,  the
         grievance   shall  then  be  taken  up  by  the  Union   Committee  and
         representative  of  the  Union  and  a  designated   representative  or
         representatives of the Company, within thirty (30) calendar days of the
         second step response.

3.04     Step #4. In the event the parties  cannot agree in the third step,  the
         dispute may then be referred to  arbitration.  This must be done within
         twenty  (20)  working  days  from  the  completion  of  Step  #3 or the
         grievance will be deemed resolved.

         The arbitration procedure shall be as follows:

          a)  The  party  raising  the issue  shall  notify  the other  party by
              certified mail, return receipt requested, informing them that they
              are carrying the grievance to arbitration.  The notification shall
              include the identity of the grievant(s), the identification of the
              issue(s),  the remedy desired,  and the claimed  violation(s),  if
              any, of the Labor Agreement.


                                                                               3
<PAGE>

          b)  The party desiring arbitration shall request the Federal Mediation
              and Conciliation  service to submit to the parties a panel. Within
              ten (10)  working  days after  receipt  of such panel the  parties
              shall meet for the purpose of  selecting an  arbitrator  from such
              panel. Each of the parties shall alternately  strike one name from
              the  panel  until  the name of only one  person  remains  and such
              person shall be the arbitrator.  The determination of the party to
              strike  the first  name  shall be made by the flip of a coin.  The
              foregoing  procedure  for the  selection of an  arbitrator  may be
              waived if the parties mutually agree upon an arbitrator.

         (c)      The  arbitrator's  decision  shall be  rendered in writing and
                  shall be final and binding upon the Company and the Union.

         (d)      The  Arbitrator  shall not have the power to add to, or change
                  any of the provisions of the Agreement.

         (e)      Each party will bear its cost of the arbitration. The expenses
                  and fee of the arbitrator  will be shared equally by the Union
                  and the Company.

                  All time  limits  set  forth  in the  foregoing  steps  may be
                  extended by mutual agreement of the parties.

3.05     Any  employee  facing  suspension  or discharge  will be granted  Union
         Representation  with  management  prior to the  suspension or discharge
         being  effected.  Should  a  grievance  result  from  a  suspension  or
         discharge,  it will be  introduced at and as provided in Step #3 of the
         Grievance Procedure.

3.06     Grievances involving  disciplinary action against employees that result
         in loss of work or  disqualification  for job opportunity  resulting in
         loss of pay or  benefits  shall  not be  initiated  more  than  six (6)
         working  days  from  the date  the  action  first  became  the  Union's
         knowledge.

3.07     General  wage  negotiations,   agreement   negotiations  and  including
         amendments to the  Agreement are excluded from the grievance  procedure
         above set forth and, therefore, are not arbitrable.  Arbitration is not
         intended  and shall not be  construed  in any way so as to  qualify  or
         change any of the terms or provisions of the Agreement.


                                                                               4
<PAGE>

                                   Article IV

SENIORITY

4.00     An  employee's  seniority  is  based  upon  the  length  of  continuous
         employment  both with the Company and the  predecessor  company,  shall
         begin from the date of hiring  after  completion  of sixty (60) working
         days,  which  shall  constitute  the  probationary  period.   Seniority
         includes  the  accumulated  time an  employee  is on the payroll of the
         Company  whether working or laid off, for a period of absence due to an
         injury or illness  and for period of approved  leaves of  absence,  all
         subject to the other provisions of the seniority clause.  Seniority for
         employees with the identical  dates of hire will be determined  through
         the use of the  last  six  digits  of  their  social  security  number.
         Comparison of those numbers will produce a lowest sequential number and
         that  employee will be senior.  Seniority  will apply on a company wide
         basis  for the unit  covered  by this  Agreement  and will  govern  the
         process  of  layoff  and  recall  only  provided  the  senior  employee
         processes the necessary skills to do the available job in an acceptable
         manner.

         Employees, if transferred from this bargaining unit to jobs outside the
         bargaining unit, shall have his or her Accumulated  seniority frozen as
         of the date of transfer for one year,  and may return to the bargaining
         unit one time to any  available  job.  For the  purpose of  promotions,
         transfers,  and job  posting,  seniority  will apply on a company  wide
         basis  for the unit  covered  by this  Agreement  provided  the  senior
         employee  possesses  the  necessary  skills  to  perform  the job in an
         acceptable manner.

4.01     Layoffs.  In the  reduction of the working  force,  the following
         procedure will be followed:

         (a)  The Company and Union will discuss  pending  layoff/recalls before
              notification.

          (b) Temporary Layoffs. Temporary layoffs of five (5) days (Monday thru
              Friday inclusive) are allowed within department and classification
              without Company-wide seniority or notice restrictions provided:

                   (1)     Employees  affected are notified and given the option
                           to volunteer for temporary layoff and/or:

                   (2)     That in the event the volunteer option above does not
                           satisfy the reduction requirement, seniority shall be
                           honored   but  only   within  the   departments   and
                           classifications affected after all possible temporary
                           transfers are filled.


                                                                               5
<PAGE>

                  (3)      This provision does not exceed three (3) occurrences
                           per year per department and classification.

                  (4)      Temporary  layoff  will not be  applied in any way to
                           affect the employee's benefits and holidays otherwise
                           set forth in this Agreement.

         (c) Indefinite Layoff

                  (1)      Before  layoff of any  employee,  the  Committee  and
                           affected  employees  will be given  five (5)  working
                           days notice of a forthcoming layoff.

                  (2)      Senior  employees  will be  transferred or moved from
                           one job classification to another consistent with the
                           employee's skills provided:

                           (a)      The employee has successfully  performed the
                                    job  in  the  past,   or  the   Company  has
                                    determined the employee can do the job after
                                    a maximum of five (5) days of  training  and
                                    evaluation, or

                           (b)      The job is a lower labor grade.

         (d)      The applicable job rate will apply with first Monday of job
                  change, due to force reduction.

         (e)      An  employee  may refuse a transfer to a job two or more labor
                  grades  lower than his home base labor  grade and upon  layoff
                  shall  retain his  seniority,  but must  report as provided in
                  4.05 ( c ) below  upon  recall to a job  within  one (1) labor
                  grade of his home base grade of his home base grade.

4.02     Recall.  In the event of an  increase  in the work  force,  the Company
         shall  follow  the  procedures  listed  in  Section  4.01  in  reverse.
         Thereafter-new employees may be hired.

4.03     Job Posting. All job vacancies,  including new jobs, will be posted for
         two (2)  working  days.  Bids for these jobs will be on a  Company-wide
         basis.  Job posting bid sheets shall indicate the maximum number of job
         openings.  Any jobs not  awarded or filled by new hire thirty (30) days
         from the date of posting  shall be reposted.  The  following  procedure
         will be observed:

         (a)      Employees  may make an  application  stating  why they want to
                  change and state their skills. The Company agrees to give such
                  applicant  careful  consideration  and to  make  such  changes
                  provided the employee possesses the skills to do the job in an
                  acceptable manner.

         (b)      When bids are posted,  before award is made,  the  Supervisor,
                  Team  leader  and  Union  Steward  for that  area will meet to
                  decide  either  (a) who gets the  award (b) the order in which
                  the  bidders  receive a trial  bid.  If this team is unable to
                  decide,  the matter will be  referred  to the Mutual  Interest
                  Group.  When skills to perform the job in an acceptable manner
                  are  relatively  equal,  seniority  will  prevail  subject  to
                  provisions of the seniority article.

                                                                               6

<PAGE>

         (c)      In the event the  employee  does not qualify  during the trial
                  period of ten (10) working  days,  he shall be returned to the
                  former job he bid from  provided he possesses  more  seniority
                  than an employee in that former  classification.  If not,  the
                  employee  may  exercise  his  seniority  within the company on
                  existing vacancies provided he/she has the appropriate skills.
                  The employee  shall not be allowed to bid on any other job for
                  six (6) months following  disqualification of himself or three
                  (3) months if the Company disqualifies the employee.

         (d)      Two (2) weeks after job  bidding,  the  selected  employee and
                  Union will be advised  as to  his/her  selection  for the job.
                  Every effort will be made to move the successful bidder to the
                  new position within sixty (60) days. This does not guarantee a
                  job until such job is available. After thirty (30) days if the
                  selected employee is not moved he shall receive the pay of the
                  job awarded.

         (e)      When employees bid down, said employees cannot bid for six
                  months.

         (f)      Employees shall be limited to one successful job bid in any 
                  six (6) month period.

4.04     The above sections shall be administered by the following rules:

         (a)      In downgrading, the affected employee will retain his relative
                  position in the new rate schedule.

         (b)      In upgrading or lateral movement, the affected employee's base
                  hourly wage will be reduced by twenty-five  cents ($.25) for a
                  period of thirty (30) days.  During this period,  the employee
                  will   improve   his   skill   and   knowledge   in  his   new
                  classification.  After  thirty (30) days,  the  employee  will
                  receive  $0.25 and move to the next  level in the wage  matrix
                  for that labor grade.

4.05     Seniority shall cease upon:

         (a)      Justifiable discharge.

         (b)      Voluntary quitting.

         (c) Failure to comply with recall policy.

                  (1)   It is the obligation of every employee,  including those
                        on  layoff,to  keep the  Company  informed in writing of
                        their  correct home address and  telephone  number.  The
                        Company's obligation in connection with recall shall end
                        with a notice of recall sent by the Company by certified
                        mail to the employee's  current  address as shown on the
                        records of the Company.

                                                                               7

<PAGE>

                  (2)   Employees on layoff must report within three (3) working
                        days,  to their regular job or any job in the next lower
                        labor  grade  compared  to their home base labor  grade,
                        after  receiving   written  notice  by  certified  mail,
                        receipt  requested.  This does not apply to an employee,
                        who by reason of  illness or other  good  cause,  is not
                        able to report and so  advises  the  Company  within the
                        three (3) day period.

                  (3)   Employees on layoff who are offered employment,  and are
                        not  working  elsewhere,  on jobs other than his regular
                        job prior to lay off,  or within one (1) labor  grade of
                        his home base grade  shall be given  three (3) work days
                        to  accept  such job.  If the  employee  is not  working
                        elsewhere  and  such  job  offer  is not  accepted,  the
                        employee  will  be  denied   Unemployment   Compensation
                        benefits by TRAK International, Inc.

                  (4)   In  contrast  to  number 3  above,  if the  employee  is
                        working  elsewhere,  and such job offer  (other than his
                        regular or within one (1) labor  grade of his home base)
                        is refused,  the employee  will retain his seniority and
                        Unemployment Compensation benefit rights.

         (d)      Absence from work for three (3) consecutive days without 
                  notifying the Company.

         (e)      For  failure to return to work  after a Leave of  absence  has
                  expired  unless  proper  notification  to the Company has been
                  made and an extension granted subject to Section 11.00.

4.06     Employees shall retain seniority for recall from layoff based upon
         their seniority at time of layoffs as follows:

          a)      170  Hours  to one year  seniority:  One  year  seniority  for
                  recall.

          b)      One year to five years seniority:  Equal to seniority time for
                  recall.

          c)      Five years or more seniority: One-half (1/2) of seniority time
                  minimum five years for recall.

4.07     Shop  Committeemen  shall head the seniority list.  Their employment in
         their respective classification,  department, and plant shall remain in
         effect so long as their classification, department, and the plant is in
         operation. These employees shall be compensated at their current hourly
         rate for all time  consumed (up to a maximum of their  scheduled  shift
         hours) in Union activity with the Company or its representatives during
         the regular work schedule at the plant.

                                                                               8

<PAGE>

         Should the  Committeeman  be  required to leave his  department,  their
         supervisor will be notified  accordingly,  as to where he is going, who
         he is going to see, and why. Upon arrival the employee(s) involved will
         also  receive  an  appropriate  card on which  shall be noted  the time
         started  Union  activity.   When  the  Committeeman  and  employee  are
         finished,  their time of return to work shall be on the card. Such time
         charged for Union activity shall continue until the card is returned to
         the supervisor.

4.08     Employees  returning from military  service shall be reinstated  under
         Government rules and regulations.

4.09     When  necessary to either  downgrade or remove an employee from the job
         due to some physical  impairment,  both parties to this Agreement shall
         decide  this  issue as  favorable  as is  possible  for the  individual
         through the terms of the Labor Agreement.

4.10     Temporary transfers shall not exceed three(3) terms of thirty (30) days
         each or one (1) term of ninety (90)  consecutive  days. If the job then
         appears to be permanent,  it shall be posted in accordance with Section
         4.03 of this Agreement.  The term,  temporary transfer,  does not apply
         where  employees  are  absent,  on  vacation,  or  out of  work  in the
         employee's  classification.  Temporary  transfer pay will be handled as
         follows:  When  an  employee  is  assigned  work  in  a  higher  paying
         classification,  the employee will  immediately be paid the higher rate
         of pay.  However,  should an  employee  be  assigned  to a lower  rated
         classification, the employee would retain his present rate of pay.

                                    ARTICLE V

VACATIONS

5.00     Subject to the following requirements,  each of the Company's employees
         to whom this  Agreement is applicable  shall be granted a vacation with
         pay, including night shift premium.

Earned Vacation Schedule:

<TABLE>
<CAPTION>

  Length of Employee's                               Minimum Number                 Percent Vacation               Minimum Vacation 
      Seniority to                                  of Vacation Days                   Pay of All                        Hours
    Anniversary Date                                      Earned                         Earnings                       
<S>                                                 <C>                             <C>                            <C>    

0 but less than 1 year                                    5 days                           2.10%                            0
1 but less than 2 years                                   5 days                           2.10%                           40
2 but less than 3 years                                   6 days                           2.52%                           48
3 but less than 4 years                                   7 days                           2.94%                           56
4 but less than 7 years                                   10 days                          4.20%                           80
7 but less than 8 years                                   11 days                          4.62%                           88
8 but less than 10 years                                  12 days                          5.04%                           96
10 but less than 16 years                                 15 days                          6.30%                          120
16 but less than 17 years                                 16 days                          6.72%                          128
17 but less than 18 years                                 17 days                          7.14%                          136
18 but less than 19 years                                 20 days                          8.40%                          160
19 but less than 20 years                                 21 days                          8.82%                          168
20 but less than 21 years                                 22 days                          9.24%                          176
21 but less than 22 years                                 23 days                          9.66%                          184
22 years or more                                          25 days                         10.50%                          200

</TABLE>
                                                                               9

<PAGE>


5.01     Employees may arrange for prepaid  vacations which are five (5) days or
         longer by completing a Request for Prepaid Vacation form and submitting
         it to their  supervisor  at least seven (7) days prior to the Monday of
         the vacation period.

5.02     The  employee's  W-2 form last issued by the  Company  with the Federal
         Government shall be used in computing the employee's  vacation benefits
         in  accordance  with the above  schedule.  Employees  shall be paid the
         amount of the  percent  vacation  pay of all  earnings  or the  minimum
         vacation  hours  earned,  whichever  is  greater  as  provided  in this
         Article.

5.03     An  Employee's  Percentage  Vacation Pay as provided for above shall be
         derived  by  computing  his total  earnings  together  with any  bonus,
         vacation pay, and holiday pay granted.  Time lost due to illness of one
         (1)  week  or more  duration  but  not  more  than  (10)  weeks  in any
         anniversary  year and time lost due to a compensable  accident shall be
         counted as time worked in computing  vacation pay on the basis of eight
         (8) hours per day and forty (40) hours per week.

5.04     An employee who is laid off indefinitely  shall be paid vacation pay at
         the appropriate  percentage of his previous year's W-2 form.  Employees
         will not be paid the minimum  hours.  Employees  who were laid off have
         the option to take  pro-rated  vacation or not after recall.  Employees
         not recalled during the year may request their vacation pay.

5.05     In the event the  company  designates  a specific  week(s) as a general
         shutdown,  notice  will be posted as soon as  possible  or a minimum of
         three(3) months advance notice will be given.

5.06     Vacation  shall  be  granted  at  such  time  during  the  year  as the
         management  finds  most  suitable,  considering  both the wishes of the
         employee  and the  efficient  operation  of the  department  concerned.
         Insofar as practical,  employees  with the highest  seniority  shall be
         given preference of date.

5.07     Vacation  Choice Slips will be distributed to employees the first (1st)
         Monday in February on the vacation year.

         By the third (3rd) Monday in February,  all employees shall select,  by
         seniority,  up to two (2) weeks of their vacation, for approval,  after
         which the  selection of the third (3rd) and fourth (4th) weeks shall be
         in the same manner.

         Employees who do not respond with  vacation  choices by the third (3rd)
         Monday in February loose their right of exercising seniority preference
         for vacation time off for the rest of the vacation year.

         Employees will be informed by the fourth (4th) Monday in February as to
         the  status of their  vacation  requests.  Should  employees'  original
         requests be denied,  they will be allowed other choices providing their
         first requests were filed timely.

                                                                              10
<PAGE>

5.08     Vacations should be taken in multiples of five (5) consecutive  working
         days. Employees with more than one (1) week may take odd days at a time
         other than the full week period. However, employees shall be allowed to
         schedule  single  days of  vacation  up to a maximum  of ten (10) days.
         Whenever  possible,  three  (3) days  advance  notice  should be given.
         Employees  may  schedule  up to 4 1/2 days of  vacation  provided  they
         obtain  approval  from their  supervisors  at least 24 hours in advance
         which may be taken, using the same criteria as single days in 5.09 with
         24 hour approval.  Single  vacations days will be granted in accordance
         with Section 5.07 above and section  7.04,  maintaining  the  efficient
         operation of the department concerned.

         Half-days  vacation pay. When four (4) hours of vacation are used,  all
         hours  in  excess  of the  standard  eight  (8)  will  be  paid  at the
         appropriate rate.

         a)    In cases of absence due to  emergency,  the employee  will report
               his absence and request one(1) day vacation from his supervisor.

         b)    When the  Supervisor  can  spare  the  employee  with no upset to
               production,  the employee and  Supervisor  may agree to less than
               three (3) days, 24 hours, advance notice, whichever applies.

5.09     No employee  shall be required to work on the  Saturday or Sunday prior
         to his vacation nor on the Saturday or Sunday immediately following his
         vacation.

5.10     Armed  Services.  Any  employee  who is drafted or enlists for military
         duty by the United States Government shall be paid such vacation pay as
         he is entitled to at the time of leaving the  employment of the Company
         to enter such service.  Such employees  returning from the Armed Forces
         within ninety (90) day after  honorable  discharge shall be given their
         vacation  in the year  that  they  return  to work and  accorded  their
         accumulated seniority while they were in the service.

5.11     An  employee  who has  completed  one or more  years  service  with the
         Company who is terminated  for any reason  whatsoever,  such  employees
         shall be paid any vacation benefits due such employee.

5.12     In the case of death,  the vacation pay will be paid to the  employee's
         lawful heir or beneficiary.


                                   ARTICLE VI

HOURS AND OVERTIME

6.00     Eight (8)  consecutive  hours with an assigned  lapse  period for lunch
         shall constitute a normal day's work. Lunch periods shall be determined
         by mutual agreement between the parties.

6.01     Five (5) days,  Monday through  Friday  inclusive,  shall  constitute a
         normal weeks work.


                                                                              11

<PAGE>

6.02     The  normal  shift  hours  will be as  follows,  except  when  overtime
         requires departure therefrom:

                       1st Shift - 7:00 a.m. to 3:30 p.m.
                     2nd Shift - 3:30 p.m. to 12:00 Midnight
           3rd shift - 11:00 p.m. to 7:00 a.m. (starts Sunday evening)


Included in this  schedule is a thirty (30) minute  unpaid  lunch period for the
1st and 2nd shifts and a 15 minute paid lunch period for the
3rd shift.  The paid lunch period is at the employee's  personal hourly rate for
the job in which he is working immediately prior to the designated lunch period.

Stated times may be adjusted to accommodate changes in production schedules when
agreed upon by the Mutual Interest Group.

The Summer  Shift Hours will be from the first  Monday in May to the last Friday
in October as follows, except when overtime requires departure therefrom:

                       1st Shift - 6:00 a.m. to 2:30 p.m.
                       2nd Shift - 2:30 p.m. to 11:00 p.m.
                       3rd Shift - 10:00 p.m. to 6:00 a.m.

Included in this schedule is a thirty (30) minute unpaid lunch period.
Stated times may be adjusted to accommodate changes in production schedules when
agreed upon by the Mutual Interest Group.

6.03     In the  event  a  second  and/or  third  shift  operation  is  created,
         employees with the most seniority within their classification will have
         the preference of shift.

6.04     All hours worked in excess or outside of the normal scheduled eight (8)
         hour shift, or the normal  scheduled forty (40) hour work week shall be
         paid for at the rate of time and  one-half  (1-1/2) the regular  hourly
         rate of the employee.

6.05     All employees  shall be allowed a three (3) minute  wash-up time before
         their  assigned  mid-day  lunch  period  and at the end of each  shift,
         except for employees in classifications  granted additional time due to
         the nature of their work.

         Break  periods will be as follows:  A ten (10) minute break for regular
         eight (8) hours  shifts and  Saturdays.  A five (5) minute  break to be
         taken during the ninth (9th) hour of a ten (10) hour or more shift.

6.06     Double time (2x) the rate shall be paid for all hour worked:

         a)    Over ten (10) hours in any  twenty-four  (24) hour period (except
               as it applies to second shift employees working Saturday overtime
               commencing  at 11:00 a.m.  or third shift  employees  starting at
               11:30 p.m.).

         b)    Over five (5) hours on Saturday.

         c)    Sunday.

         d)    Designated  Holidays  (in  addition  employees  working  on  such
               Holiday shall receive Holiday pay).

                                                                              12

<PAGE>

6.07     An employee reporting for work on a regularly  scheduled work day or as
         instructed  shall be guaranteed a minimum of four (4) hours work and/or
         for (4) hours pay at their regular rate with overtime provisions stated
         above applying for Saturdays, Sundays and Holidays, unless notified not
         to report,  at least  twelve  (12) hours in advance of the shift  start
         time.  The  provisions  of the Section  shall not apply at acts of God,
         during inventory, or any act beyond the Company's control.

6.08     Insofar as is practical  without  reducing the efficiency of the plant,
         all overtime worked in each classification within a department shall be
         divided  as  equally  as  possible  among  the  employees   within  the
         classification with the department.*

         Employees  entering a  classification  in a department by hire,  bid or
         other means will be credited with the maximum  amount of overtime hours
         worked by an incumbent employee in that classification and department.

                *Overtime  records of work performed or refused shall be kept to
                  maintain  such  division  and  made  available  to  the  Union
                  Committee.

6.09     Scheduled  overtime  shall be when the Company  notifies the  employees
         within one hour after lunch  break of any day prior to daily  overtime,
         or within  one our after  lunch  break on  Thursday  preceding  weekend
         overtime.  A minimum  work  force of 66-2/3%  of the  employees  in the
         classification,  department,  and shift shall work to assure  efficient
         operation during scheduled overtime.  On full department work scheduled
         other than the normal  work-week,  a minimum of 66-2/3% of the overtime
         in a normal week (Monday-Friday) must be worked by each employee in the
         department.  If an employee  agrees to work  overtime and then fails to
         report for such  overtime  work,  such  failure  shall be treated as an
         unexcused absence.

6.10     All non-scheduled  daily or weekend overtime shall be optional with the
         individual employee.

6.11     A minimum  premium rate per hour above the  employee's  regular  hourly
         rate will be paid to second and third shift  workers  according  to the
         following schedule:

         Second Shift (Cents per hour)      .45
         Third Shift  (Cents per hour)      .50

6.12     Labor Agreement  provisions regarding hours and overtime will apply for
         all time worked (including minimum hours pay) for employees agreeing to
         offsite work.

6.13     The  Schedule  for  Overtime  hours  will  be  determined  by the  team
         consisting of the Union  Representative  and the Supervisor of the area
         with consent of the Mutual Interest Group.

6.14     On operations  involving  continuous processes or critical work center,
         the Company may assign  someone to that  operation on a staggered  time
         basis to cover for breaks and lunch time, with at least 24 hours notice
         or by mutual agreement.

                                                                              13

<PAGE>

                                   ARTICLE VII

HOLIDAYS

7.00     Holidays will be celebrated according to the attached schedule, Exhibit
         C.

7.01     All  eligible  employees  covered by this  Agreement,  except  those on
         non-emergency  leave of Absence or Military  Service  and Layoff  shall
         receive Holiday Pay including shift premium, if applicable.

7.02     Employees on a bona-fide Sick Leave and Absence and drawing  disability
         compensation  during the period in which a Holiday  occurs will be paid
         Holiday  pay  which  will be  reported  as  income  to the payer of the
         disability benefit.

7.03     The  Company  will not  schedule  layoffs  prior to  Holidays  to avoid
         payment of Holiday pay. Any employee  laid off two (2) weeks prior to a
         Holiday will receive Holiday pay.

7.04     To receive  Holiday pay, an employee  must have  completed 340 hours of
         employment  and must have worked the regularly  scheduled  hours on the
         work day  immediately  preceding and following the Holiday  except when
         absent  because of an excused  absence,  excused  tardiness,  scheduled
         vacation (including 1 day call in), jury service, being subpoenaed as a
         witness,  due to a death  in the  family  or  documented  circumstances
         and/or  circumstances  reasonably  acceptable to Management.  Tardiness
         equal to 1-1/2  hours or less will not affect  eligibility  for Holiday
         Pay.

7.05     When  Holidays  occur  consecutively  and an  employee  fails to report
         either the day before and/or the day after eligibility requirements, as
         provided  for in 7.04  above,  he shall  lose  the  holiday  pay  which
         corresponds to the day of absence.


                                  ARTICLE VIII


PAY PROVISIONS

8.00     The  classification  of any job existing as of the date of execution of
         this  Agreement,  or  established  during the term of the  Agreement as
         provided  in 8.01,  shall  remain  unchanged  for the  duration of this
         Agreement unless the job content is changed. No one shall be downgraded
         during the term of this  Agreement  subject to Section  4.09 except for
         just cause.

8.01     When the need for a new job occurs or an existing  job is changed,  the
         job content/description  will be the sole responsibility of the Company
         not subject to the Grievance  procedure or  bargaining.  In the event a
         new job is created or an existing  job is  changed,  the Union shall be
         notified of same and the Company  may operate  same with the  temporary
         classification  and rate.  As soon as  practical,  but in no event more
         than  thirty  (30)  days  thereafter,   the  Company  shall  prepare  a
         description for the job and a permanent  classification and rate, which
         shall be submitted to the Union. In the event such  classification  and
         rate are not acceptable to the Union, they may be placed in effect, but
         this shall be a matter for the grievance and arbitration procedure.

                                                                              14
<PAGE>


         When the  classification  and rate are  finalized,  either by agreement
         between the parties or through the grievance and arbitration procedure,
         they shall be  incorporated  in the job  classification  manual and the
         rate shall be made  retroactive  to the date the new or changed job was
         first placed in effect.

8.02     Should a machine  operator be required to operate more than one machine
         simultaneously.

         No. of Machines Operated           Increase in Rate While Operating
         ------------------------           --------------------------------
                   2                                   $ .75
                   3                                   $1.00
                   4                                   $1.25

8.03     The Company  will pay its  employees  on a weekly  basis on the regular
         designated pay day, unless mutually agreed to otherwise.

8.04     Job and wage rate  classifications  shall be attached hereto and marked
         Exhibit A and shall by this reference become part of this Agreement.


                                   ARTICLE IX

JURY DUTY - MAKE UP PAY AND FUNERAL PAY

9.00     When an  employee is  selected  to serve on a local or  community  jury
         panel,  the Company  will make up a portion of the wages  according  to
         certain conditions as follows:

         (a)      To qualify for  make-up  wages,  an employee  must either have
                  served  on a trial or  consumed  more than a half day in court
                  before  dismissal which would make it impractical to return to
                  work.

         (b)      Make-up  wages will be based upon a maximum of eight (8) hours
                  of total  wages  less  jury  panel  daily  fee in any one day,
                  Saturday,  Sundays and Holidays to be excluded. The plant must
                  be operating  in whole or part and the  employee  regularly at
                  work to be paid make-up wages.

         (c)      A form  provided by the Company with  signature  affixed by an
                  official of the court will be necessary  before  make-up wages
                  can be granted.

9.01     Funeral Pay. In the event of the death of an employee's relative,  such
         employees shall be permitted to take time off as necessary according to
         the following schedule:

         (a)      Employee's  Mother,  Father,   Brother,   Sister,  Spouse,  or
                  Children,  or  Step-Children  - eight  (8)  hours  at  regular
                  straight time rate not to exceed three (3) consecutive days of
                  work.

         (b)      Employee's    Grandparents,     Grandchildren,    Step-Mother,
                  Step-Father,   Step-Brother,    Step-Sister,    Mother-in-Law,
                  Father-in-Law, Sister-in-Law,  Brother-in-Law, Son-in-Law, and
                  Daughter-in-Law  eight (8) hours at regular straight time rate
                  not to exceed two (2) consecutive days of work.

                                                                              15

<PAGE>

         (c)      Employees' vacation will be extended equal to appropriate days
                  during his vacation.


                                    ARTICLE X

SAFETY AND HEALTH

10.00    There shall not be less than two (2) employees working in a facility at
         a time.

10.01    The Company will furnish  gloves to Plate and Weld shop  personnel  for
         their use in normal day-to-day  functions.  Replacement new gloves will
         be  issued  upon  return  of the  used,  worn  gloves  to the Tool Room
         attendant.

10.02    The  wearing  of safety  shoes  shall be  mandatory  for all  employees
         covered by this  Agreement.  The Company will pay fifty  percent  (50%)
         towards the cost of two (2) pair of safety shoes per year to be worn at
         and for work and  $50.00  for  prescription  exam for first or  changed
         prescription for safety glasses.


                                   ARTICLE XI

LEAVE OF ABSENCE

11.00    Leave of absence  may be applied  for by filling out a leave of absence
         form as provided by management.

         Leaves of Absence may be granted upon the mutual agreement  between the
         Company and the Employee for a period not exceeding  sixty (60) working
         days except for Union  activity.  Leave of Absence shall be granted for
         full time Union  activity  for a two (2) year  renewal upon thirty (30)
         days written  notice.  Union  Leaves of Absence,  not to exceed two (2)
         employees at a time (for Union schools, conventions, etc.) except for a
         three day  overlap  shall be  granted  for a maximum  for  thirty  (30)
         working days per calendar  year.  Company agrees to notify the Union of
         all granted leaves

11.01    All  Leaves of Absence  shall be without  pay.  All  employees  granted
         Leaves of Absence  shall be  returned  to work with full  retention  of
         their seniority rights and at the prevailing rate of pay at the time of
         their return consistent with the other provisions of this Agreement.

11.02    Employees  returning  from Sick  Leave of  Absence  wherein  surgery or
         serious  illness was  involved are to advise the Company with a written
         release  from their  physician  at least (3) working days in advance of
         their  intended  return  day.  This will  allow  scheduling  within the
         department and review, if necessary,  of the employee's  condition by a
         physician(s) of the Company's choice, at the Company's expense.

                                                                              16


<PAGE>

                                   ARTICLE XII

MISCELLANEOUS PROVISIONS

12.00      The authorized representative or his duly appointed substitute of the
           Union,  shall have access to the  Company's  plants,  buildings,  and
           grounds during business hours upon approval of Management or its duly
           appointed representative.

12.01      The Company will furnish  chronological  seniority  listings  showing
           clock number, name,  birthdate,  seniority date, job title, shift and
           rate of pay every three (3) months to the Committee.

12.02      When hiring new  employees,  the  Company  agrees to notify the Union
           committee  chairman with the name of each  employee,  wage rate,  and
           classification before or no later than the first day of employment.

12.03      Bulletin  boards shall be made  available by the Company upon request
           by the Mutual Interest Group at convenient places as near as possible
           to the time  clock  for the  posting  of Union  notices  approved  by
           Management.

12.04      The Union  Bargaining  Committee shall be made up of no more than six
           (6) employees. Stewards will not apply to this section.

12.05      Representatives  of the  Company  and Union will meet within five (5)
           working  days of  receipt of a written  (verbal by mutual  agreement)
           request by either  party.  The request is to include the agenda to be
           discussed  and such  meetings  not to exceed one (1) per month unless
           mutually agreed otherwise.

12.06      Should any State or Federal  court  decide  that any given  clause of
           this Agreement is not in accordance with a State or Federal  Statute,
           this shall not nullify the remaining clauses of this agreement.

12.07      Credit Union deductions will be implemented when requested.

12.08      Any  assignment  to new start  times  other than those  worked by the
           majority of employees the following  prorated premium  allowance will
           be paid. This does not supersede Section 6.04.

           One hour after  shift  start time  .10/Hr Two hours after shift start
           time .10/Hr.  Three hours after shift start time  .12/Hr.  Four hours
           after  shift  start time  .16/Hr.  Five hours  after shift start time
           .20/Hr.

12.09      Before any work is outsourced, except for emergencies, the Union will
           be notified  by  Management  fourteen  (14) days in advance of actual
           outsource date.

12.10      The  Mutual   Interest   Group  will  meet  to  discuss   outsourcing
           alternatives. Management reserves the right to a final decision.

                                                                              17

<PAGE>

                                  ARTICLE XIII

GROUP INSURANCE

Health  Insurance:  The company  shall  provide to all active  employees a Group
comprehensive Health Plan, which applies to covered medical expenses.

The employee shall pay:
                                                               PPO
                                      IN NETWORK               OUT OF NETWORK
                                      SINGLE       FAMILY      SINGLE     FAMILY
                                      ------       ------      ------     ------

PAYROLL DEDUCTION                          0           0           0           0

DEDUCTIBLE                            $  100      $  300      $  200      $  600

CO-INSURANCE                           90/10       90/10       75/25       75/25

MAXIMUM OUT OF POCKET                 $  350      $  800      $1,200      $2,600


                                             In and Out of Network
                                             ---------------------

          Co-Pays:          Drugs            $5 Generic / $10 Branded
                            Office Visit     $10 per occurrence
                            Emergency Room   $25 per occurrence

          Participants  enrolled in this PPO plan may move in and out of network
          throughout the enrollment  period.  Complete  details are available in
          the insurance booklet.

13.01     Life Insurance

          a)   Life - $20,000 Year

          b)   AD&D - one half to full amount of life insurance as specified in
               insurance handbook.

          c)   Life  insurance and AD&D will be reduced 8% per year beginning at
               age 65 for employees who elect to continue working.

13.02     Accident and Sickness:  The Company will provide accident and sickness
          insurance of $265.00 Year 1 ($270.00 in Year 2);  ($280.00 in Year 3);
          ($285.00  in Year 4) and  ($295.00 in Year 5) to a maximum of 26 weeks
          for regular active employees with eligibility for benefits,  beginning
          the first day of disability  caused by an accident or  hospitalization
          (as  defined  within the  policy)  and the fourth day for  illness not
          requiring  hospitalization  as  certified  by  his  physician.  Weekly
          accident  and  sickness  benefits  will  continue to be  provided  for
          actively working employees over the age of 65 until retirement.

          Employees will have the choice as to whether taxes will be withheld or
          not, however, employee must choose when applying for A&S Benefits.

          An employee unable to work due to sickness or accident will be granted
          a Leave of Absence upon  presentation of medical  documentation.  Such
          leave is subject to extension based on medical  reports  submitted but
          not to exceed time of  employment  with the  Company or eighteen  (18)
          months,  whichever us greater.  Group insurance coverage will continue
          to be  provided  to the  employee  while  drawing A & S benefits up to
          twenty-six (26)

                                                                              18

<PAGE>

           weeks. At the expiration of the employee's A & S benefits (26 weeks),
           the employee can remain in the Group Health,  Dental and Prescription
           Drug Plan for another eighteen (18) months (COBRA coverage) by paying
           advance  monthly to the Company for such coverage except weekly A & S
           benefits.

13.03      The company will provide Dental Insurance (Comprehensive Plan).

13.04      The Group  Insurance  Plan shall be continued for employees  laid off
           for a period of time equal the employee's  active  employment  during
           the six (6) months prior to layoff  provided  the  employee  pays one
           half (1/2) the cost of  insurance  during the first  three (3) months
           and full premium  during the next fifteen (15) months,  excluding A&S
           weekly benefits, and life insurance benefits.

           Agreed upon principles concerning group insurance coverage:

           (1)    General Rules:

                  (A)      Group  Insurance  coverage  becomes  effective on the
                           first  day  of  the  month  in  which  the   employee
                           completes their probationary period.

                  (B)      All group  insurance  coverage ceases on the last day
                           of the month an  individual's  employment  terminates
                           with the exception of laid off  employees  covered as
                           above.

           (2)    Specific Applications:

                  (A)      Employees  laid off during a month,  lose coverage at
                           the end of that month  unless  they elect to continue
                           coverage under COBRA.

                  (B)      Employees  recalled  from  layoff  during  the  first
                           fifteen (15) days of a month will be covered by group
                           insurance from the first (1st) day of the month.

                           (1)      Those  employees who paid their share of the
                                    premiums  coverage  during  layoff  and  are
                                    recalled during the first  fifteen-(15) days
                                    of a month  shall  have that  month's  COBRA
                                    premium refunded.

                  (C)      Employees  recalled  from layoff after the  fifteenth
                           (15th) day of the month will be covered beginning the
                           first (1st) day of the succeeding/following month.

                           (1)      Those  employees who paid their share of the
                                    COBRA premium during layoff and are recalled
                                    after  the  fifteenth  (15) day of the month
                                    will   continue   to  be  covered  by  group
                                    insurance with no premium refund.


                                                                              19
<PAGE>


                                   ARTICLE XIV

401K SAVINGS PLAN

14.00      The  company   will   maintain  a  401K  Savings  Plan  for  employee
           participation on an elective salary deferral basis. Furthermore,  the
           Company will contribute,  to each eligible employee's account,  cents
           per hour as listed below up to a maximum of 2,080 hours in a calendar
           year. Further, for those who defer part of their pay the Company will
           provide a matching  contribution of 33 1/3% up to a 3% maximum of the
           weekly gross wages.

                Contract Year 1                    $.32 cents
                Contract Year 2                    $.32 cents
                Contract Year 3                    $.32 cents
                Contract Year 4                    $.34 cents
                Contract Year 5                    $.36 cents



                                   ARTICLE XIV


NO STRIKE - NO LOCKOUT

15.00     The state of Wisconsin  guidelines  will apply in the event of a plant
          closing,  that gives  rise to a  permanent  layoff/termination  of all
          bargaining  unit  personnel,  the Company and the Union will  promptly
          meet to discuss the impact of the closing upon the effected employees.
          The parties  shall  negotiate  over the effects of such  closing in an
          effort to  establish  severance  pay and benefit  allowances  based on
          seniority.

          a)   Notice has been served  requesting  negotiations for general wage
               rates in  accordance  with the  terms  of this  Agreement  and no
               agreement has been reached.

          b)   Notice has been served  requesting  negotiations for modification
               and/or  termination or renewal of this Agreement and no agreement
               has  been   reached.   

          c)   Notice has been served requesting arbitration or this stipulation
               to arbitrate a grievance  according to the procedure in Paragraph
               3.00. The party upon whom notice was served has refused either to
               arbitrate  and/or to  stipulate,  or has  refused to abide by the
               decision of the arbitration board.

15.01     Should a strike,  concerted  slowdown or stoppage of work by employees
          of the company occur which is in violation of 15.00 above,  during the
          term of this  Agreement.  The Union before the next scheduled  workday
          after  receipt  of the  written  notice  from  the  Company  shall  be
          obligated to the following things only:

          a)  Advise the Company in writing  that the strike or stoppage has not
              been called or sanctioned by the Union.

          b)  Post  copies of the  following  notice on  bulletin  boards in the
              plant or use other acceptable methods of notifications:

                                                                              20

<PAGE>

                              We have been advised by TRAK  International,  Inc.
                              that  a  strike,   or  stoppage  or  slowdown  has
                              occurred  in the  plant.  Inasmuch  as no  strike,
                              slowdown or stoppage has been called by the union,

                              IF YOU ARE ENGAGED IN ANY SUCH STRIKE, SLOWDOWN OR
                              STOPPAGE,  YOU ARE HEREBY  INSTRUCTED TO RETURN TO
                              WORK IMMEDIATELY.

                              INTERNATIONAL   ASSOCIATION   OF  MACHINISTS   AND
                              AEROSPACE WORKERS, DISTRICT NO. 10.

                              THIS  NOTICE  IS  POSTED  IN  ACCORDANCE  WITH THE
                              PROVISIONS  OF THE  AGREEMENT  BETWEEN THE COMPANY
                              AND THE UNION."

15.02      The  obligation of the Union shall be limited to the  performance  of
           the  acts  required  by  Paragraph  15.01  of this  Article  and upon
           compliance  by the Union with the  provisions  of Paragraph  15.01 of
           this  Article,  the Union and its officers and members  shall have no
           further  liability  during the term of this  Agreement or thereafter,
           for any damage  suffered  by the company  arising  from or out of any
           stoppage or strike.

15.03      Should  Management  comply  with the  terms  and  conditions  of this
           Agreement,  its  officers and  representatives  shall have no further
           liability  during the term of this Agreement or  thereafter,  for any
           losses   suffered  by  the  Union  or  employees   arising  from  any
           unauthorized strike or work stoppage.

15.04      The Company shall have the right to  discipline  any or all employees
           engaged in an  unauthorized  strike,  slowdown,  or  stoppage of work
           during the life of this Agreement by suspension or discharge provided
           there is no discrimination.

15.05      In the event an  employee  believes he has been  unjustly  discharged
           from  employment,  the said  employee may request the  difference  be
           resolved  under the  grievance  procedure as long as the grievance is
           submitted within ten (10) working days from date of discharge.


                                   ARTICLE XVI


PAST PRACTICE

16.01      TRAK  International,  Inc.  hereby  agrees  that all  past  practices
           initiated,   or  followed  by  it  since  its   acquisition  and  not
           specifically  mentioned  in  this  Agreement  shall  nevertheless  by
           binding upon both  parties  during the term of this  Agreement.  This
           Agreement does not include  various past  practices  initiated by any
           predecessor  companies,  if these  practices are not followed by TRAK
           International, Inc.


                                                                              21
<PAGE>

                                  ARTICLE XVII

PLANT CLOSING

17.00    In the  event  of a  plant  closing  that  gives  rise  to a  permanent
         layoff/termination  of all bargaining unit  personnel,  the Company and
         the Union will  promptly meet to discuss the impact of the closing upon
         the effected employees. The parties shall negotiate over the effects of
         such  closing  in an  effort to  establish  severance  pay and  benefit
         allowances based on seniority.

         Nothing in this section  shall  obligate  either party to arbitrate any
         dispute over severance pay or severance benefits in accordance with our
         grievance provisions.


                                  ARTICLE XVIII

TERMINATION

18.01      During the period of this  Agreement if both of the parties  agree to
           bargain  collectively  with regard to any of the  provisions  of this
           Agreement, or any other matter not contained in this Agreement,  then
           any Agreement reached as a result of such bargaining shall be reduced
           to writing and be signed by the parties  hereto,  and only  thereupon
           shall be a part of this Agreement as an amendment thereof.

18.02      This Agreement  becomes  effective on November  1,1998 and remains in
           effect until  Midnight  October  31,2003  unless notice in writing is
           filed by either  the  Company  or the Union of a desire  for  change,
           modification, or termination,  thereof at least sixty (60) days prior
           to, but not more than ninety (90) days prior to the expiration of any
           said period.  The parties agree that  negotiation for modification of
           change in this Agreement will be undertaken once the above notice has
           been served.

                                                                              22


<PAGE>

For the Union: District No. 10           For the Company:
International Association of             TRAK International, Inc.
Machinists & Aerospace Workers:          Port Washington, WI



By:/s/ Joseph F. Develice                By:/s/ Thomas Rice
   -----------------------------            --------------------------------
   Joseph F. Develice, Bus. Rep.            Thomas Rice, VP Human Resources.


By:/s/ Jason Adams                       By:/s/ Phillip Christiansen
   -----------------------------            --------------------------------
   Jason Adams, Chairman                    Phillip Christiansen, VP Skytrak


By:/s/ James Fitzpatrick                 By:/s/ Terrence Hernesman
   -----------------------------            --------------------------------
   James Fitzpatrick, Committeeman          Terrence Hernesman, VP.Compact Tech.


By:/s/ Sean Young                        By:/s/ Glenda Moehlenpah
   -----------------------------            --------------------------------
   Sean Young, Committeeman                 Glenda Moehlenpah, Dir.Fin. Rep.


By:/s/ Jim Schmalz                       By:/s/ Dennis Cherne
   -----------------------------            --------------------------------
   Jim Schmalz, Committeeman                Dennis Cherne, Mgr. Mfg. Eng.


By:/s/ Michael Brey
   -----------------------------
   Michael Brey, Committeeman