EXECUTIVE EMPLOYMENT AGREEMENT


     THIS  EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made this 13{th}
day of September,  2000,  by and between THOMAS A. CASTEN ("Executive") and
AMERICAS POWER PARTNERS, INC., a Colorado corporation (the "Company").

                                 RECITALS

     A.   The Company is engaged  in the business of acquiring, developing,
owning and operating power generation facilities.

     B.   The  Company  agrees  to  employ   Executive  on  the  terms  and
conditions provided herein.

     C.   The parties consider it to be mutually advantageous to enter into
an employment contract under the terms and conditions specified herein.

     D.   In the course of such employment, Executive  may utilize and have
access to confidential information, pricing lists, customer lists and other
proprietary assets of the Company.

                                  CLAUSES

     NOW,  THEREFORE, for and in consideration of the premises  and  mutual
covenants herein  set  forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:

     SECTION 1 RECITALS.    The  Recitals  shall  constitute a part of this
Agreement.

     SECTION 2 EMPLOYMENT.   The Company shall employ the Executive and the
Executive  hereby accepts such employment, upon the  terms  and  conditions
hereinafter set forth.

     SECTION  3  TERM.    The term of employment shall commence on the 11th
day of  September, 2000 (the  "Commencement Date") and shall terminate upon
the third anniversary  of the Commencement  Date  unless  sooner terminated
pursuant to Section 8 herein (the "Term").

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     SECTION 4 RESPONSIBILITIES.

          SECTION 4.1  DUTIES.  The specific duties of Executive's position
     shall  be  consistent   with  that  of  a Chief Executive Officer,  as
     reasonably assigned by the Company's Board  of  Directors from time to
     time.   The Executive shall have the title "Chief  Executive  Officer"
     and shall  report directly to the Board of Directors.  During the Term
     of this Agreement,  Executive  shall  contribute his best professional
     efforts,  skills  and services for the business  and  benefit  of  the
     Company and shall follow  the  reasonable  directions of the Company's
     Board of Directors.  The Executive agrees to  devote his full time and
     attention to the performance of his duties and responsibilities to the
     Company.  The Executive's services shall be exclusive  to the Company,
     except  for  services  rendered  by  Executive  to TEP (as defined  in
     Section  8.2.3  of  this Agreement).  Executive shall  direct  to  the
     Company any business  opportunities  of  which he becomes aware in the
     fields in which the Company is in business  or  in  related  fields in
     which  it  may  be beneficial for the Company to diversify other  than
     those in the business  of  TEP  as such business is defined in Section
     8.2.3 of this Agreement.

          SECTION 4.2   BOARD OF DIRECTORS.

               SECTION 4.2.1   APPOINTMENT.    On  the  Commencement  Date,
          Executive shall be named as a member and Chairman of the Board of
          Directors of the Company.

               SECTION 4.2.2   STOCK OPTIONS.   As a member of the Board of
          Directors  of the Company, Executive shall assist in establishing
          a qualified  incentive  stock  option plan ("Option Plan"), which
          Executive shall be entitled to participate  in the same manner as
          other executives of the Company.  Upon the adoption  by the Board

<PAGE>

          of  Directors  of  the  Option  Plan, Company shall use its  best
          reasonable  efforts  to  cause the Option  Plan  to  replace  the
          existing employee stock options.

     SECTION 5 COMPENSATION.   During the Term of this Agreement, Executive
shall be compensated as follows:

          SECTION 5.1   FIRST YEAR.    For the period from the Commencement
     Date  to  the  first anniversary of the  Commencement  Date  ("Initial
     Period"), Executive  shall  receive  as  base compensation, the sum of
     Four Hundred Eighty Thousand Dollars ($480,000)  ("First  Year Base").
     In  addition, to the First Year Base, Executive, shall at the  end  of
     the first  year,  earn  a  bonus  of  Five  Hundred  Thousand  Dollars
     ($500,000) ("First Year Bonus").  Executive shall earn the First  Year
     Base  and  First  Year  Bonus  ratably over the Initial Period and the
     First  Year  Base and First Year Bonus  shall  be  paid  to  Executive
     pursuant to that  certain Unfunded Non-Qualified Deferred Compensation
     Agreement,  dated  of  even  date  herewith   ("Deferred  Compensation
     Agreement") and attached hereto as Exhibit A.

          SECTION 5.2   SECOND AND THIRD YEAR.

          SECTION 5.2.1   ANNUAL SALARY.   For the period commencing on the
          First Anniversary  of  the  Commencement  Date  to the end of the
          Term, Company shall pay Executive as base compensation  an annual
          sum  equal  to  Four  Hundred  Eighty Thousand Dollars ($480,000)
          multiplied  by one hundred percent  (100%)  plus  the  percentage
          increase listed in the CONSUMER PRICE INDEX - All Workers for the
          Chicago Metropolitan  Area during the prior period of Executive's
          employment, which  shall  be  recalculated on each anniversary of
          his Executive's employment ("Annual Salary").

<PAGE>

               SECTION  5.2.2    PAYABLE.    The  Annual  Salary  shall  be
          payable monthly in accordance  with  the normal payroll practices
          of  the Company with respect to its executives.   Notwithstanding
          the  foregoing,  in  no  event  shall  Executive  be  payed  less
          frequently than one time per month.

               SECTION  5.2.3   BONUS.   On or before the first anniversary
          of  the Commencement Date  and  the  second  anniversary  of  the
          Commencement  Date,  the  Company's  Compensation Committee shall
          establish  a  bonus  plan  with  objective   performance  targets
          acceptable  to  Executive and the Company's Board  of  Directors,
          which shall apply  to  all  senior  executives  for the year then
          beginning   ("Performance  Target").   If  Executive  meets   the
          Performance Target for that given year, Executive shall receive a
          bonus  of Five  Hundred  Thousand  Dollars  ($500,000).   If  the
          approved bonus plan covering all senior executives provides for a
          less than target bonus in the event of achievement of part of the
          Performance  Target  for  the  year  and/or a greater than target
          bonus if the Performance Target is exceeded, Executive shall also
          receive a lesser or greater than target bonus.   The bonus earned
          ("Bonus")  shall  be  paid  within thirty  (30)  days  after  the
          determination of whether the Performance Target has been met.

               SECTION 6 BENEFITS.   To  the  extent  Executive  qualifies,
Executive  may  participate  in  all health, disability, life insurance  or
other employee benefit plans established  by the Company for its employees,
as such plans are in effect from time to time,  in  accordance  with  their
terms ("Benefits").

<PAGE>

                             SECTION 7 RELOCATION.

          SECTION  7.1    CHICAGO  METROPOLITAN  AREA.   Within ninety (90)
     days of the Commencement Date, Executive shall  relocate  to,  and his
     residence  shall  remain in, the Chicago Metropolitan Area during  the
     remainder of the Term.

          SECTION 7.2     RELOCATION  EXPENSES.    Company  shall reimburse
     Executive  for his moving and other relocation expenses in  an  amount
     not to exceed Twenty-Five Thousand Dollars ($25,000).

     SECTION 8 TERMINATION BY THE COMPANY OR THE EXECUTIVE.

          SECTION 8.1   TERMINATION.    Subject to the conditions set forth
     in Section 8.2 herein, the Company may at any time hereafter terminate
     this Agreement  immediately  for  any reason with or without cause and
     the Executive may, upon not less than thirty (30) days written notice,
     terminate this Agreement for any reason.

          SECTION 8.2       PAYMENT UPON TERMINATION.

          SECTION 8.2.1      WITHOUT CAUSE OR AFTER CHANGE IN CONTROL    If
          the Company terminates Executive  without  Cause  (as  defined in
          Section 8.2.3) or Executive terminates his employment within  one
          (1)  year  after  a  Change  in Control (as hereinafter defined),
          subject to the Setoff (as hereinafter defined), (a) within thirty
          (30) days of termination, Company  shall pay Executive the unpaid
          balance   of   any   compensation  pursuant   to   the   Deferred
          Compensation Agreement  plus any Annual Salary, and Bonus earned,
          but unpaid, as of the date  of  termination,  (b)  Company  shall
          continue  to  pay  Executive  the base compensation (either First
          Year Base or Annual Salary), that  Executive  was  earning on the
          date of termination for one (1) year after such termination;  (c)
          Executive's  Benefits  shall  continue  during  the  one (1) year
          following  his  termination, and (d) any and all monies  due  and

<PAGE>

          owing from that certain  promissory  note  entered  into  by  and
          between  Company and Executive dated of even date herewith in the
          original amount  of One Million Dollars ($1,000,000) ("Promissory
          Note") shall be due in full on the second annual anniversary date
          of Executive's termination of employment.

                 As used herein, the phrase, "Change of Control" shall mean
          the first date on which fifty percent (50%) or more of the voting
          stock of the Company  is  owned  directly  or  indirectly, by one
          individual or entity or group of individuals or  entities  acting
          in concert.

               Notwithstanding  anything  contained herein to the contrary,
          Sections  8.2.1  (b)  and (c) shall  be  additional  compensation
          ("Additional  Compensation")  and  such  Additional  Compensation
          shall not be paid unless and until Executive signs a full release
          of all claims which shall read as follows:

               In consideration  for  the  Additional  Compensation paid to
          Thomas A. Casten ("Executive") pursuant to Section  8.2.1  of his
          Employment  Agreement  with  Americas  Power  Partners, Inc., the
          adequacy  of  which  is  acknowledged,  Executive, on  behalf  of
          himself,    his   agents,   heirs,   executors,   administrators,
          successors, representatives and assigns, hereby fully and finally
          releases and  forever  discharges  Americas Power Partners, Inc.,
          and all related companies, and all of  their officers, directors,
          shareholders,  agents,  attorneys,  current   employees,   former
          employees, representatives, successors and assigns (the "Released
          Parties")  from  any and all claims, actions or causes of action,
          known or unknown,  based upon any  contract or agreement with, or
          act or omission by any of the Released Parties occurring prior to
          the execution of this  Settlement  Agreement and General Release,

<PAGE>

          including but not limited to any claims  arising  out  of  or  in
          connection  with  Executive's  employment  and/or  separation  of
          employment,   and   Executive   waives   any  right  to  file  an
          administrative  charge  or lawsuit against any  of  the  Released
          Parties under Title VII of  the  Civil  Rights  Act  of 1964, the
          Americans  with Disabilities Act, the Civil Rights Act  of  1991,
          the Age Discrimination  in  Employment Act of 1967, as amended by
          the Older Workers Benefit Protection  Act  of  1990,  and/or  any
          other  federal,  state  or  local  statute,  ordinance,  rule  or
          regulation,  under  the  common  law  of  any state, or under any
          contract or any other theory of relief.  Notwithstanding anything
          stated in this Section to the contrary, this  release  shall  not
          constitute  a waiver of any claim that Executive may have arising
          out of the Worker's  Compensation  Act  or  for  compensation  or
          Benefits  accrued  or  vested through the date of termination, or
          Additional Compensation,  or  any  rights of indemnification that
          Executive  may  be otherwise entitled  to  under  the  Bylaws  of
          Americas Power Partners, Inc.

               SECTION  8.2.2   DISABILITY   OR   DEATH,    If  Executive's
          employment  terminates due to death or Permanent  Disability  (as
          hereinafter defined),  subject  to  the  Setoff  (as  hereinafter
          defined),  (a)  within  thirty  (30)  days  of  such termination,
          Company   shall   pay   Executive  the  unpaid  balance  of   any
          compensation due and owing to him in accordance with the Deferred
          Compensation Agreement plus  any  Annual Salary and Bonus earned,
          but  unpaid  as  of  the  date  of termination,  (b)  Executive's
          Benefits shall cease upon termination,  and  (c)  the  Promissory
          Note  shall be due in full on the second annual anniversary  date
          of such termination.

<PAGE>

               As used herein, "Permanent Disability" shall mean incapacity
          due to  a  permanent  physical or mental disability that prevents
          Executive  from  performing   the   essential  functions  of  his
          position.

               SECTION   8.2.3  TERMINATION  BY  COMPANY   FOR   CAUSE   OR
          TERMINATION BY EXECUTIVE   WITH  OR  WITHOUT  CAUSE.   If Company
          terminates Executive for Cause (as hereinafter  defined), or upon
          termination  of  employment  by  Executive with or without  Cause
          (except due to death or Permanent  Disability  or  within one (1)
          year  after  a  Change  of  Control),  subject to the Setoff  (as
          defined   hereinafter),   within  thirty  (30)   days   of   such
          termination, (a) Company shall pay Executive all compensation due
          and  owing under the Deferred  Compensation  Agreement  plus  any
          Annual  Salary  and  Bonus  earned,  but unpaid as of the date of
          termination,  (b)  Company  shall  have  no   obligation  to  pay
          Executive any unearned compensation  (First Year Salary or Annual
          Salary) or Benefits, (c) if termination occurs during the Initial
          Period, within sixty (60) days of said termination of Employment,
          Company shall have option to purchase at a purchase  price of one
          dollar twenty five cents ($1.25) per share, that number of shares
          of  common  stock  of Company owned by Executive equal TO  twelve
          (12) minus the number  of full months Executive worked during the
          Term multiplied by Sixty-Six Thousand Six Hundred and Sixty-Seven
          (66,667), and (d) within  thirty  (30)  days  of  termination  of
          employment,  Executive  shall  repay  all  unpaid  principal  and
          interest due under the Promissory Note.

               As  used  herein,  "Cause"  shall mean, as determined by the
          Board  of Directors  of Company, (a)  Executive's  commission  of
          theft or  embezzlement  or  other  fraudulent act by Executive in

<PAGE>

          connection  with  his  employment with  Company,  (b)  Executives
          diversion for Executive's  benefit of any business opportunity of
          Company involving any business  that  is  reasonably  within  the
          capability of Company to perform or substantially similar to that
          in  which  Company  is  then  engaged or that Company is actively
          considering and which opportunity   Company  has  not declined in
          writing   to  pursue,  (c)  Executive's  willful  misconduct   or
          intentional   nonperformance   in   connection  with  his  duties
          hereunder, (d) issuance of an injunction  or other decree against
          Executive  prohibiting him from performing any  of  the  services
          required of  him  by  Company,  or  (e) failure to relocate or to
          remain  in  the  Chicago  Metropolitan Area  in  accordance  with
          Section 7, unless authorized  by  the  Board  of Directors of the
          Company in writing.  Notwithstanding anything contained herein to
          the contrary, ownership by the Executive's family of Trigen Ewing
          Power ("TEP") and sales of TEP of steam turbine  power drives and
          generators  sets and assembly of generator sets and  switch  gear
          shall not be deemed Cause.

               SECTION  8.2.4      SETOFF.    In  lieu of making a payment,
     pursuant to Sections 8.2.1, 8.2.2 or 8.2.3 of  this  Agreement  and/or
     the  Deferred  Compensation  Agreement,  Company is entitled to setoff
     against such payments any amount owing to  the  Company  by Executive,
     whether or not then due, under the Promissory Note.

     SECTION 9  NON-COMPETITION.

          SECTION 9.1   SEPARATION AGREEMENT.   Pursuant to the  Separation
     Agreement and Release ("Separation Agreement") dated January  19, 2000
     by  Trigen  Energy Corporation ("TEC") and Executive, Executive agreed
     that through January 19, 2002, Executive shall not compete with TEC or
     its subsidiaries  in any territories in which, as of January 19, 2000,
     TEC or its subsidiaries  had  or  were  developing  operations.  Until

<PAGE>

     January 19, 2002, Company agrees that as long as Executive is employed
     by  Company  or  owns  five  percent  (5%)  or  more  of the Company's
     outstanding  stock,  Company  shall not do or pursue business  in  the
     territories attached hereto as Exhibit B ("Territories").

          SECTION  9.2       INDEMNIFICATION.   Executive  shall  indemnify
     Company,  its  affiliates  and  Armstrong  Services,  Inc.  and  their
     respective  officers,  directors  and  shareholders,   and  hold  them
     harmless  from  and  against any loss, damage, liability and  expense,
     including attorney fees  and  costs,  incurred as a result of TEC, its
     successor  or assigns, alleging any liability  of  the  Company  as  a
     result of the  Separation Agreement, other than as a result of Company
     actually doing business  within  any  of  the  Territories without the
     approval or direction of the Executive.

          SECTION  10 PROTECTION  OF  CONFIDENTIAL  INFORMATION.   "Confidential
Information" shall mean all information which is  furnished  by the Company
to  Executive or to which Executive gains access during the course  of  his
employment  with  the  Company  which is either non-public, confidential or
proprietary in nature, including,  but  not limited to financial statements
that pertain to the Company's channels of  distribution, pricing policy and
records, sales representative commission policy,  inventory  records, sales
volume  by  products, customer or geographic area, methods of manufacturing
or producing  the  Company's  products, computer systems, software, compute
hardware, computer codes, programs and formula, technology, designs, secret
processes and such information  normally  understood  to be confidential or
otherwise  designated  by  the  Company  as  confidential,  together   with
analyses,  proposals,  compilations,  forecasts, studies or other documents
prepared by the Company, its agents, representatives (including attorney's,
accountants and financial advisors) or employees which contain or otherwise
reflect such information but exclusive  of  such  information  which is (a)
already known to Executive on the date hereof, (b) is or becomes publically
known through no act of Company or Executive, or (c) is disclosed  pursuant

<PAGE>

to  the  order  of  a  Court  of  competent jurisdiction.  All Confidential
Information furnished to Executive  by the Company shall be returned to the
Company upon the termination of Executive's  employment,  together with all
copies  made  thereof.  This Section 10.1 shall survive the termination  of
this Agreement.   Executive agrees, except in the performance of his duties
to the Company, not  to use, duplicate nor communicate to third parties any
of the Confidential Information.

     SECTION 11    RESTRICTIVE  COVENANT.   The Executive agrees that, except in
     the performance of his duties  hereunder,  during  the  Term and for a
     period of one (1) year following the termination of his employment for
     any  reason,  he  will  not,  either  directly  or indirectly, in  any
     capacity  (whether  as  owner, partner, shareholder,  broker,  dealer,
     agent, employee, consultant or otherwise):

     (i)  solicit employees of the Company for employment; or

     (ii) call upon any customer  of  the  Company  for the purpose of
          soliciting and/or selling products to any customer,  or  sell  or
          deliver  any  products  or  provide any services to any customer,
          which are or may be in competition  with  those  products sold or
          services provided by the Company, or induce any of such customers
          to  terminate  or curtail in any fashion their business  dealings
          with the Company.

     For purposes of this  Section, the term "customer(s)" shall be defined
as any person, firm, corporation  or  other  entity to whom the Company has
sold  product  or provided services to, or product  for,  or  to  whom  the
Company has made  a  written  proposal  for  the  sale  of  product  or the
provision  of  services to or for during the twelve month period ending  on
the termination  of  the  employment  of the Executive.  Provided, further,
with  respect  to any customer for whom the  Company  has  made  a  written
proposal for the  sale  of  product  or  the  provision  of  services, said
customer shall, for purposes of this Agreement, be deemed a "customer" only
during  the  twelve  month  period  following  the  delivery of the written

<PAGE>

proposal to said customer, and shall only be deemed a customer with respect
to the specific geographic location(s) set forth in the written proposal.

     The parties acknowledge that they have attempted  to limit Executive's
right to compete only to the extent necessary to protect  the  Company from
unfair  competition.   The  parties further acknowledge that they have  not
included a geographical restriction  as  the  business  of  the  Company is
international.  The parties recognize, however, that reasonable people  may
differ  in  making  such  a determination. Consequently, the parties hereby
agree that, if the scope or  enforceability of this restrictive covenant is
in any way disputed at any time,  a court or other trier of fact may modify
and enforce the covenant to the extent  that  it  believes to be reasonable
under  the  circumstances  existing  at that time.  The  Executive  further
acknowledges  that  (a)  in the event this  Agreement  terminates  for  any
reason,  he  will  be able to  earn  a  livelihood  without  violating  the
foregoing restrictions;  and  (b)  his ability to earn a livelihood without
violating  such restrictions is a material  condition  to  this  Agreement.
This Section shall survive the termination of this Agreement.

    SECTION  12    EQUITABLE REMEDIES.   Executive further acknowledges and
agrees that the  covenants  set  forth in Sections 10 and 11 are reasonable
and  necessary for the protection of  Company's  business  interests,  that
irreparable  injury will result to the Company if Executive breaches any of
the terms of said  covenants,  and  that  in  the  event  of  any actual or
threatened  breach  by him of any of said covenants, the Company  shall  be
entitled to immediate  injunctive  and  other equitable relief, and without
the necessity of showing actual monetary damages.  Nothing contained herein
shall  be  construed as prohibiting the Company  from  pursuing  any  other
remedies available  to  it  for such breach or threatened breach, including
the recovery of any damages which  it  is  able  to prove.  This Section 12
shall survive the termination of this Agreement.

<PAGE>

    SECTION 13      WAIVER.   Failure of any party  hereto  to  insist upon
strict  compliance with any of the terms, covenants, and conditions  hereof
shall not  be  deemed  a waiver or relinquishment of such terms, covenants,
and conditions or of any similar right or power hereunder at any subsequent
time.

    SECTION 14    NOTICES.    Any  notice  required  to  be given hereunder
shall  be  deemed  to  be  effective  and validly given if it contains  the
information required by the relevant provisions  hereof  and  is personally
delivered or is sent by United States registered or certified mail, postage
prepaid,  to  the  person  or  entity  to whom the notice is given at  such
address as is the last address of the party  to  be  given  notice which is
known to the party giving notice.  The date of deposit in the  mail  or the
date of personal delivery shall be deemed the effective date of the notice.

     SECTION  15     AMENDMENT.   This  Agreement  may be altered, amended,
revoked  or  terminated only by an instrument in writing  executed  by  the
parties hereto.

     SECTION 16     ENTIRE  AGREEMENT.   This Agreement contains the entire
agreement of the parties regarding the subject matter hereof.

     SECTION 17      DEDUCTIONS AND WITHHOLDING.  The Executive agrees that
the Company shall withhold from any and all payments required to be made to
the Executive pursuant to this  Agreement  and/or the Deferred Compensation
Agreement, all Federal, state, local and/or  other  taxes which the Company
determines  are  required  to  be  withheld in accordance  with  applicable
statutes and/or regulations from time to time in effect.

     SECTION 18     APPLICABLE LAW.    This Agreement shall be construed in
accordance with and governed by the laws of the State of Illinois.

<PAGE>

     SECTION 19     BINDING EFFECT.   This  Agreement shall be binding upon
and inure to the benefit of the parties hereto  and their respective heirs,
executors, successors and assigns.

     SECTION  20      SEVERABILITY.   If any provision  of  this  Agreement
shall be declared by any  court  to  be illegal, void or unenforceable, the
other provisions shall not be affected  but  shall remain in full force and
effect.

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

                         Americas   Power   Partners,   Inc.,   a  Colorado
                         corporation


                              By:
                                   Its


                                   Thomas A. Casten

<PAGE>


                                 EXHIBIT A

               NON-QUALIFIED DEFERRED COMPENSATION AGREEMENT


     This  Non-Qualified  Deferred  Compensation Agreement ("Agreement") is
made  this 13th day of  September, 2000,  by  and  between  AMERICAS  POWER
PARTNERS,  INC.,  a  Colorado  corporation,  (the "Company"), and THOMAS R.
CASTEN (the "Employee").

                                 RECITALS

     A.   Employee and Company have entered into  that  certain  employment
agreement  dated  of  even date herewith ("Employment Agreement"), attached
hereto as Exhibit A.

     B.   Employee will  be a key employee, director and shareholder of the
Company.

     C.   Pursuant to the  Employment  Agreement,  a  portion of Employee's
compensation for services rendered by Employee shall be deferred.

     D.   Employee  and  the Employer desire to set forth  in  writing  the
terms of their agreement to  provide  certain  deferred compensation to the
Employee.

     NOW, THEREFORE, the parties agree as follows:

     SECTION 1 DEFERRED COMPENSATION.   Pursuant  to  Section  5.1  of  the
Employment  Agreement,  Employee  shall be entitled to receive Four Hundred
Eighty Thousand Dollars ($480,000)  in  base  salary  plus  a bonus of Five
Hundred Thousand Dollars ($500,000), both to be earned ratable  over  a one
year  period and to be paid to Employee as deferred compensation ("Deferred
Compensation").   The interest earned on the Deferred Compensation shall be
determined  as  if  the  Deferred  Compensation  earned  monthly  had  been
deposited in an account  at  the  end  of  each  month, which account, plus
interest thereon, was invested at the yield of ten  (10) year United States
Treasury  Obligations  as  of the first day of each month  for  that  month
("Interest").

<PAGE>

     SECTION 2   PAYMENT

          SECTION  2.1       LUMP   SUM   PAYMENT.     Employee's  Deferred
     Compensation shall be paid in one (1)  lump sum payment on the earlier
     of (i) termination of Employee's employment  with the Company pursuant
     to the Employment Agreement, or (ii) the 14th day of September, 2010.

          SECTION 2.2        PAYMENT OF INTEREST.    The  Interest shall be
     paid to Employee on each anniversary of Employee's employment  and  not  as
     Deferred Compensation.

          SECTION  2.3    CONTINUED EMPLOYMENT.    Employee may continue to
     be employed by  Employer after commencement of payment of the Deferred
     Compensation.

     SECTION 3 SET-OFF.    The  Company  is  entitled to set-off any monies
which are then or may become due and owing under  that  certain  promissory
note  by  and  between  Employee  and  Company  dated of even date herewith
("Promissory   Note")  against  any  Deferred  Compensation   payment   due
hereunder.

     SECTION 4 ENCUMBRANCE.    The  Deferred Compensation shall be credited
to a separate book reserve for the Employee.  The Deferred Compensation may
not be assigned, alienated, pledged or otherwise encumbered by the Employee
and any attempt to do so shall be void and of no force or effect.

     SECTION 5  GENERAL FUND.   The Deferred  Compensation  credited to the
book  reserve  shall  continue  for all purposes to be part of the  general
funds of the Employer, and the Employee's  rights  to receive such Deferred
Compensation  shall  be  the same as those of any other  unsecured  general
creditor of the Employer.

<PAGE>


     SECTION 6 ENTIRE AGREEMENT.    This  Agreement  along  with  the Employment
Agreement  represent the entire agreement between the parties with  respect
to the subject matter hereof and supersedes any prior understanding whether
written or oral.

     SECTION  7      AMENDMENT.    This Agreement may be amended by written
agreement signed by the parties.

     SECTION 8   GOVERNING LAW.    This  Agreement  shall  be construed and
interpreted in accordance with the laws of the State of Illinois.

     SECTION 9    NOTICE.   Any notice required to be given hereunder shall
be deemed to be effective and validly given if it contains the  information
required  by the relevant provisions hereof and is personally delivered  or
is sent by  United States registered or certified mail, postage prepaid, to
the person or  entity to whom the notice is given at such address as is set
forth in this Agreement  or  at  such  other  address  as  is designated in
writing by a party to the Company.  The date of deposit in the  mail or the
date or personal delivery shall be deemed the effective date of the notice.

     SECTION 10      BINDING EFFECT.    The Agreement, and all actions  and
decisions   hereunder,   shall   be   binding   upon   the   Employer,  its
representatives, successors and assigns, and upon the Employee,  his heirs,
executors, successors and assigns.

     SECTION 11     SEVERABILITY.   In the event that any provision of this
Agreement  shall  be  held to be illegal, invalid or unenforceable for  any
reason, said illegality,  invalidity  or  unenforceability shall not affect
the remaining provisions, but shall be fully  severable  and  the Agreement
shall   be   construed   and  enforced  as  if  said  illegal,  invalid  or
unenforceable provisions had never been inserted herein.

<PAGE>

     IN WITNESS WHEREOF, the  parties  hereto have caused this Agreement to

be executed as of the day and year first above written.

                         Americas  Power   Partners,   Inc.,   a   Colorado
                    corporation


                              By:
                              Its:     ____________________________________



                                   Thomas A. Casten

<PAGE>

                                  EXHIBIT B

                                 TERRITORIES


Decatur, AL
Cheyenne Wells, Golden, Denver, Durango CO
Washington, D.C.
Orlando, Boca Raton, Jacksonville FL
Gillman, GA
Chicago, Tuscola, Champaign, IL
Boston, MA
Baltimore, College Park, MD
Lansing, MI
St. Paul, MN
St. Louis, Kansas City, MO
Greenville, MS
Eden, Forest City, Lenoir, Marion, NC
Trenton, NJ
Hempstead, Rochester, Syracuse, NY
Ashtabula, Cincinnati, OH
Tulsa, Oklahoma City, OK
Philadelphia, PA
Louden, TN
Bahia, Brazil
Altamira, Mexico
Charlottetown, PEI, London, Ontario Canada,