Exhibit 10.6

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT  AGREEMENT (this "AGREEMENT"),  is made and entered into as
of the 31st day of March, 2000, by and between TSI HANDLING, INC. d/b/a DYNA-CAM
ENGINE CORPORATION,  a Nevada corporation (the "COMPANY"),  and DENNIS C. PALMER
("EXECUTIVE").

                                    RECITALS:

     A. The Company is in the business of designing,  manufacturing  and selling
its patented multipurpose piston engine know as the Dyna-Cam engine.

     B. The Company acquired  substantially all of the assets of Dyna-Cam Engine
Corp. pursuant to a certain Asset Exchange Agreement  ("EXCHANGE  AGREEMENT") of
even date herewith.

     C. The Company  desires to retain  Executive to act as its  Executive  Vice
President  and  Chief  Engineer,  and  the  Executive  desires  to  accept  such
employment.

     D.  Execution of this  Agreement  is a condition  precedent to the parties'
obligations under the Exchange Agreement.

                                   AGREEMENT:

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and conditions
contained herein, the parties agree as follows:

     1. POSITION AND DUTIES.  The Company hereby hires Executive,  and Executive
hereby accepts such  employment on the terms contained  herein.  Executive shall
have the title and  position of Executive  Vice  President  and Chief  Engineer.
Executive  shall  report to the  President of the Company or her  designee,  and
shall  generally  supervise and control the business and affairs of the Company,
perform all other  responsibilities of the Executive Vice President as set forth
in the  Company's  Bylaws and perform such other tasks as may be assigned by the
President   or  Board  of   Directors   of  the  Company   from  time  to  time.
Notwithstanding the foregoing,  Executive's title, position and responsibilities
may be changed from time to time.

          Executive shall devote his full working time and creative  energies to
the  performance  of his  duties  hereunder  and will at all times  devote  such
additional  time and efforts as are  reasonably  sufficient  for  fulfilling the
significant  responsibilities  entrusted  to him.  Executive  warrants  that his
employment by the Company will not:

          (a)  violate  any   non-disclosure   agreements,   covenants   against
     competition or other restrictive  covenants made by Executive to or for the
     benefit of any previous employer, entity or partner; or

          (b)  violate or  constitute  a breach or default  under any  judgment,
     order, decree, writ, injunction,  deed, instrument,  contract, or permit to
     which Executive is a party or by which Executive is bound.
<PAGE>
     2. PERIOD OF CONTRACT EMPLOYMENT. The term "PERIOD OF CONTRACT EMPLOYMENT,"
as used in this Agreement,  means the period  beginning on the effective date of
this  Agreement  and  ending  on  the  earlier  of (a)  March  31,  2005  or (b)
termination of Executive's  employment with the Company pursuant to Section 6 or
7 herein.  This Agreement shall  automatically be renewed for a like term unless
written notice of  termination is given as provided  herein at least thirty (30)
days prior to the termination of the Period of Contract Employment.

     3. ANNUAL BASE SALARY.  The Company  shall pay Executive a base salary (the
"BASE SALARY") in the annual amount of Sixty Thousand Dollars ($60,000.00).  The
Base  Salary  shall be  payable  as current  salary,  subject to all  applicable
withholding  and  deductions,  in  installments in accordance with the Company's
customary payroll practices.

     4. INCENTIVE COMPENSATION.

          (a) Subject to the vesting  provisions below, on the effective date of
     this Agreement,  the Company shall grant Executive  options to purchase two
     million  (2,000,000)  shares of the Company's common stock, $.001 per value
     per share, at an exercise price of $0.30 per share. Such options shall vest
     in  Executive in five equal annual  installments  on March 31, 2001,  2002,
     2003, 2004 and 2005, respectively.  If this Agreement is terminated for any
     reason prior to March 31, 2005, all unvested options shall be forfeited.

          (b) Executive's  performance will be reviewed at least annually by the
     Company's Board of Directors. At such time(s), Executive may receive a Base
     Salary  adjustment,  merit  bonuses,  or both,  as  determined  in the sole
     discretion of the  non-management  members of the Board of Directors.  Such
     bonuses may be paid in cash, stock,  options or any combination thereof, as
     determined by the Board of Directors. Salary adjustments and merit bonuses,
     if any,  shall be  determined  solely by a majority  of the  non-management
     directors  of the  Company  and will be based upon  Company  profitability,
     actual   compared   to   projected   production   performance,   costs   of
     manufacturing,   capital  investments,  and  development  of  manufacturing
     capability.  Any merit bonus shall not exceed the then  current Base Salary
     amount.

          (c)  Executive  shall be eligible to  participate  in any stock option
     plan or other  incentive  plan adopted by the Company to the same extent as
     other executive officers of the Company.

     5. BENEFITS.

          (a) During  the  Period of  Contract  Employment,  Executive  shall be
     entitled to participate in any employee benefit plan or other  arrangement,
     including  but not limited to any  medical,  dental,  pension,  retirement,
     disability  and sick leave  generally  made available by the Company to its
     employees,  subject to or on a basis consistent with the terms, conditions,
     eligibility  requirements  and  overall  administration  of such  plans  or
     arrangements; PROVIDED, that such plans and arrangements are made available
     at the discretion of the Company and nothing in this Agreement  establishes
     any  right  of  Executive  to  the  availability  of,  eligibility  for  or
     continuance of any such plan or arrangement.

                                        2
<PAGE>
          (b) Executive shall be reimbursed for his reasonable business expenses
     in accordance with the general policy of the Company.

          (c) Executive  shall earn four weeks of paid vacation during each full
     year of  employment.  Vacation must be taken during the year in which it is
     earned or it will be forfeited.

     6.  TERMINATION  BY THE  COMPANY.  The  Company may  terminate  Executive's
employment  hereunder  with or without Due Cause (as defined  below) at any time
during the Period of Contract Employment by giving written notice  ("TERMINATION
NOTICE") to Executive.  Such  termination  shall become  effective upon the date
specified in the Termination Notice (the "TERMINATION DATE").

          (a) In the  event  such  termination  is  without  Due  Cause  and the
     termination is not pursuant to subsections (b), (c) or (d) of this Section,
     Executive shall be entitled to:

          (i)   payment of all earned but unpaid Base  Salary,  and vacation pay
                through  The date of  termination,  payable in a lump sum within
                ten (10) days after the Termination Date;

          (ii)  payment of an amount equal to one (1) year of Base  Salary,  for
                each year of  employment  with the Company  during the Period of
                Contract  Employment,  up to a total of  three  (3)  years  Base
                Salary,  less  applicable  deductions,  payable in not more than
                twenty-four (24) equal monthly installments,  PROVIDED Executive
                is not in violation  of Sections 8 through 15 of this  Agreement
                and PROVIDED  FURTHER  that  Executive  shall have  executed and
                delivered to the Company a General  Release in the form attached
                hereto as Exhibit A;

          (iii) rights and  benefits of  Executive  under the benefit  plans and
                programs of the Company,  or which are paid by the  Company,  as
                determined in accordance  with the  provisions of such plans and
                programs; and

          (iv)  upon  termination  of his  employment  by the Company under this
                subsection  (a),  Executive  shall have no right to compensation
                except as set forth in this subsection of this Agreement.

          (b)  Executive's  employment  may be  terminated by the Company at any
     time for Due Cause (as defined  below).  In the event of such  termination,
     the Company shall pay to Executive his Base Salary and any unused  vacation
     accrued to the  Termination  Date and not  theretofore  paid to  Executive.
     Rights and  benefits of Executive  under the benefit  plans and programs of
     the  Company,  or which are paid by the  Company,  shall be  determined  in
     accordance with the provisions of such plans and programs. Upon termination
     of his employment by the Company under this subsection (b), Executive shall
     have no right to  compensation  except as set forth in this  subsection  of
     this Agreement. For purposes hereof, "DUE CAUSE" shall mean (i) Executive's

                                        3
<PAGE>
     neglect or misconduct  in the discharge of his duties and  responsibilities
     as  determined by the Board of Directors of the Company;  (ii)  Executive's
     failure to obey appropriate  written directions from the President or Board
     of Directors of the Company,  which  failure has the affect of injuring the
     business or business  relationships  of the  Company;  (iii) any willful or
     purposeful  act (or any act or  omission  taken in bad faith) of  Executive
     having the effect of  materially  injuring  the Company;  (iv)  Executive's
     conviction for a felony or for any other crime  involving  dishonesty;  (v)
     Executive's  breach of his duty of loyalty to the Company  which breach has
     the effect of materially  injuring the Company;  (vi) a final determination
     by a court or governmental  agency that Executive  failed to comply with an
     applicable  law,  ordinance,  rule or regulation  materially  affecting the
     Company for which Executive was directly responsible;  (vii) continued poor
     performance  after  being  given a  reasonable  opportunity  to correct his
     performance;  (viii) the breach of any term or provision of this  Agreement
     by Executive.

          (c) In the event of the death of  Executive,  the Company shall pay to
     the estate or other legal  representatives of Executive the Base Salary and
     any unused vacation  accrued to the date of death and not theretofore  paid
     to   Executive.   Rights  and   benefits  of  the  estate  or  other  legal
     representative  of  Executive  under the benefit  plans and programs of the
     Company,  or  which  are  paid  by the  Company,  shall  be  determined  in
     accordance  with the  provision  of said plans and  programs.  Neither  the
     estate nor other legal  representative  of Executive shall have any further
     rights or obligations under this Agreement.

          (d) If Executive shall become  incapacitated  by reason of physical or
     mental  disability  (as defined in  regulations  promulgated  by the Social
     Security  Administration  and in effect from time to time) or shall fail to
     perform  his  normal  duties  for  the  Company  for a  period  of two  (2)
     consecutive  months or for a  cumulative  period of four (4)  months in any
     period of twelve (12)  consecutive  months,  Executive's  employment may be
     terminated  by the Company or Executive  upon written  notice to the other.
     The parties agree that in such event,  Executive shall not be considered as
     a  Qualified   Individual  with  a  Disability  under  the  Americans  With
     Disabilities Act. In the event of such  termination,  the Company shall pay
     to Executive his Base Salary and any unused vacation accrued to the date of
     such  termination and not theretofore paid to Executive;  in addition,  the
     Company shall  continue to pay to Executive his Base Salary until the first
     to occur of (i) the  expiration  of a period of three (3)  months  from the
     Termination  Date,  or the  commencement  of payment of benefits  under any
     disability  plan or policy paid for or provided by the Company.  Rights and
     benefits of Executive  under the benefit plans and programs of the Company,
     or which are paid by the Company,  shall be determined  in accordance  with
     the  provisions  of such  plans and  programs.  Neither  Executive  nor the
     Company shall have any further rights or obligations  under this Agreement,
     except as provided in Sections 8 through 12 of this Agreement.

     7.  TERMINATION BY EXECUTIVE.  Executive may terminate his employment  with
the Company by delivering a written notice of  termination to the Company.  Such
termination  will  become  effective  upon the date  specified  in the notice of
termination (the "EFFECTIVE DATE"), provided that the Effective Date is at least
thirty (30) days after the date of the notice of termination.  In the event that

                                        4
<PAGE>
Executive  delivers a notice of termination to the Company,  Executive  shall be
entitled  to payment of all earned but unpaid  Base  Salary,  and  vacation  pay
through the Effective Date, payable in a lump sum within ten (10) days after the
Effective Date.

     8. CONFIDENTIAL INFORMATION AND PROPRIETARY DATA.

          (a)  The  term  "CONFIDENTIAL  INFORMATION"  shall  mean  any  and all
     information  (whether written,  oral or electronic form or any other media,
     whether or not identified as confidential  or  proprietary)  respecting the
     Company which is or has been  provided to Executive in connection  with his
     employment by the Company,  including,  without limitation, any information
     relating to the  Company's  products,  inventories,  discoveries,  patents,
     formulae, trade secrets,  computer software or other technical information,
     marketing  methods,  names  of  vendors,  names  of  customers,   costs  of
     materials,  prices of products  or  services,  lists or  records,  profits,
     losses, all other financial information, present or future plans, names and
     compensation  of employees,  all other business  information  and all other
     information  or  data  concerning  the  Company's   products,   technology,
     operations, personnel, finances or business. Confidential Information shall
     not include  information which (i) is or becomes generally available to the
     public through no breach of this  Agreement by the  Executive;  (ii) was in
     Executive's  possession  prior to  disclosure  by the  Company  as shown by
     written records of the Executive dated prior to the date of this Agreement;
     or (iii) is obtained by  Executive  from a source other than the Company or
     its officers, directors, Executives or agents, provided that such source is
     not under an obligation of confidence with respect to such information.

          (b) Except as otherwise herein provided,  Executive agrees that during
     the Period of Contract Employment,  and thereafter,  Executive will hold in
     strictest  confidence  and will not use or disclose  to any  person,  firm,
     entity,  partnership or corporation,  without the written  authorization of
     the Board of Directors  of the  Company,  or use for his own benefit or the
     benefit of any person, firm, entity,  partnership or corporation any of the
     Company's Confidential Information, except as such use or disclosure may be
     required in connection with Executive's work for the Company.

          (c)  Executive  agrees  that  he has no  proprietary  interest  in the
     Company's  Confidential  Information,   and  that  he  will  not  take  any
     Confidential  Information  that  is  in  written,   computerized,   machine
     readable,  model, sample, or other form capable of physical delivery,  upon
     or after  termination  of  employment  with the Company,  without the prior
     written consent of the Board of Directors of the Company.  Executive agrees
     that upon  termination of employment with the Company he shall promptly (i)
     return to the Company all such  materials,  along with all other  property,
     brochures,  lists,  supplies,  property,  and  documents  of the Company or
     relating to its customers and prospective  customers,  in his possession or
     control and (ii) delete or otherwise  destroy all electronic  copies of any
     of the foregoing and any other  electronic  files which contain,  describe,
     summarize or make reference in any way to any confidential information.

          (d) In the event  Executive is requested or required by validly issued
     interrogatories,  requests for information or documents, subpoena, summons,
     civil investigator demand or similar process (collectively,  a "DEMAND") to
     disclose  any  portion of the  Confidential  Information,  Executive  shall

                                        5
<PAGE>
     cooperate  with the  Company  (at the  Company's  expense)  in  seeking  an
     appropriate  protective  order  prior to  complying  with any such  Demand.
     Unless the Demand  shall have been  timely  limited,  quashed or  extended,
     Executive  shall  thereafter  be entitled to comply with such Demand to the
     minimum extent required by law.

     9. NON-COMPETITION. During the during the Period of Contract Employment and
for a period of three (3) years  thereafter (the  "RESTRICTED  PERIOD"),  unless
Executive's  employment is  terminated by the Company  without Due Cause or as a
result  of the  Company's  ceasing  to do  business,  Executive  absolutely  and
unconditionally  agrees that he will not directly or indirectly,  either for his
own  account or for the benefit of any person or entity,  engage in  competitive
activities  with the  Company.  Competitive  activities  with the Company  shall
include but not be limited to, being a director,  officer,  stockholder  (except
Executive may purchase  shares in a publicly  traded  company not to exceed five
percent  (5%) of the  issued  and  outstanding  shares  of the  publicly  traded
company),  agent,  representative,  consultant or employee of a  corporation,  a
general partner, limited partner, agent, representative,  consultant, officer or
employee of a partnership, sole proprietor, or any other entity which is engaged
in the business of designing, manufacturing or selling piston engines similar to
those produced by the Company any time during the period of Contract Employment.

     10. NON-INTERFERENCE. During the Restricted Period, Executive will not, for
himself,  or as an employee or otherwise,  directly or  indirectly,  solicit any
customer of the Company for goods or services  which are provided by the Company
and which was a customer of the Company with whom  Executive had contact  during
his last twelve (12) months of employment  or about which the Company  developed
Confidential  Information  during his last twelve (12) months of employment with
the Company.  Executive also agrees that during the Restricted  Period,  he will
not  for  himself  or as an  employee,  consultant  or  otherwise,  directly  or
indirectly,  solicit  for goods or  services  any  prospective  customer  of the
Company which was a prospective customer of the Company with whom he had contact
during his last  twelve  (12)  months of  employment  or about which he obtained
Confidential  Information  during the last twelve (12) months of his  employment
with the Company.  Executive further agrees during the Restricted Period that he
will not,  directly or  indirectly,  induce,  persuade or assist any  customers,
prospective  customers  or  suppliers of the Company to terminate or alter their
relationship with the Company.

     11. NON-SOLICITATION. During the Restricted Period, Executive shall refrain
from directly or indirectly  soliciting,  inducing,  persuading or assisting the
Company's employees,  agents or representatives from leaving their employment or
relationship with the Company.

     12.  NOTIFICATION OF EMPLOYMENT.  During the Restricted  Period,  Executive
shall inform any prospective  new employer,  principal or associate which is, or
is seeking to become,  engaged in the same or similar business as the Company of
the existence of this  Agreement and provide same with a copy of this  Agreement
prior to accepting any  employment  or entering  into any business  relationship
with such person.

     13.  DISCLOSURE OF  INTELLECTUAL  PROPERTY.  Executive will make prompt and
full disclosure to the Company or to its designated  representatives  of any and
all  intellectual  property  acquired during the Period of Contract  Employment,

                                        6
<PAGE>
including technological innovations, discoveries, inventions, designs, formulae,
know-how, tests, performance data, processes,  production methods,  improvements
to all such property,  and all materials  (whether  written,  oral or electronic
form or any other media) defining, describing, or illustrating all such property
(hereinafter  collectively referred to as "INTELLECTUAL  PROPERTY"),  whether or
not  patentable,  copyrightable,  or  subject to  trademark,  which he has made,
conceived,  originated, devised, discovered,  invented, or developed or which he
may hereafter make, conceive,  originate,  devise, discover,  invent, or develop
either solely or jointly with others,  during any Period of Contract  Employment
with the Company,  whether during working hours or not, and which relate or have
application  to business of the general  nature now or  hereafter  carried on or
contemplated by the Company during any Period of Contract Employment.  Executive
will  not at any  time,  without  the  prior  written  consent  of the  Board of
Directors of the Company, disclose any Intellectual Property, whether or not the
Intellectual  Property is  patentable,  copyrightable,  or subject to  trademark
protection.

     14. OWNERSHIP OF INTELLECTUAL  PROPERTY.  Executive agrees that the Company
shall be the sole  owner of all  property  rights to all  Intellectual  Property
made, conceived, originated, devised, discovered, invented, or developed by him,
either alone or with others,  during his employment  and that such  Intellectual
Property  constitutes  "works  made for hire." To the extend  such  Intellectual
Property is not deemed to  constitute  "works made for hire,"  Executive  hereby
assigns all rights,  title and interest in and to such Intellectual  Property to
the Company.

     15.  OBLIGATIONS AS TO PATENTS AND OTHER  PROTECTIONS.  Executive agrees to
apply for patent  protection  whenever the President or Chairman of the Board of
Directors of the Company, in their sole discretion and at the Company's expense,
directs  him to make such  application  in the  United  States and in any or all
foreign countries.  Such patent protection shall be applied for in the Company's
own name or otherwise as the Company may desire.  Executive will, without charge
to the Company,  do what the Company deems  necessary to vest in the Company the
entire interest in all Intellectual Property and to enable the Company to secure
patent  protection,  copyright  registrations  and trademark  registrations  and
similar protections in the United States and foreign countries. Executive agrees
to and does  hereby  assign to the Company all  Intellectual  Property,  and all
other  similar  protections  which may issue  whether in the United States or in
such foreign countries.

          Executive  agrees to execute and deliver without charge to the Company
any documents  reasonably  requested by the Board of Directors of the Company in
order to demonstrate or protect its ownership of or related to its protection of
patent applications and similar protections for Intellectual Property. Executive
further  agrees to assist the Company or its nominees in the  performance of any
lawful acts that the Board of Directors of the Company at its  discretion  deems
necessary to secure proper patent,  copyright,  trademark,  and other protection
for Intellectual  Property and improvements  thereon, and to vest in the Company
the entire  interest  therein in the United  States and all  foreign  countries,
without additional compensation.  Executive also agrees to assist the Company in
connection with any demands, reissues, oppositions,  litigation, controversy, or
other actions involving Intellectual Property, without additional compensation.

                                        7
<PAGE>
     16. REASONABLENESS OF RESTRICTIONS;  MODIFICATIONS.  Executive acknowledges
and agrees that the restrictions  set forth in the foregoing  Sections 8 through
15 are  reasonable  and  necessary  to protect the  legitimate  interests of the
Company and that such  restrictions  are  reasonably  and  narrowly  tailored to
appropriately  protect such  interests.  This Agreement has been entered into in
connection  with and as a direct result of the acquisition by the Company of the
assets and certain  liabilities  of Dyna-Cam  Engine  Corporation,  a California
corporation,  of which Executive was a principal shareholder.  Executive further
acknowledges  the above and that Sections 8 through 15 above are  reasonable and
necessary  to  protect  the  legitimate  business  interests  of the  Company in
connection with such  acquisition.  If any of the  restrictions in the foregoing
Sections  8 through  15 are  found by a court of  competent  jurisdiction  to be
unenforceable in terms of scope,  geographic area or time, such restrictions are
hereby  amended  to  the  least  extent  necessary  to  make  such  restrictions
enforceable in accordance as closely as possible with the intent of the parties.

     17. NO COMPANY  OBLIGATIONS AS TO PATENTS AND OTHER  PROPERTY.  The Company
may, at its sole discretion and at its own expense,  determine whether to secure
legal protection for or develop its Intellectual Property. The Company shall not
be  obligated  hereunder  to  file or take  any  other  action  to  protect  its
Intellectual Property from infringement or copying. The filing or prosecution of
any patent  application,  or the  maintenance of any other action to protect any
Intellectual  Property  shall be within the exclusive  discretion  and under the
sole control of the Company,  and shall be solely at the Company's expense.  Any
amounts recovered thereby shall belong to the Company.

     18. INJUNCTIVE RELIEF AND EXPENSES.  Executive acknowledges and agrees that
a breach of his obligations  under Sections 8 through 16 of this Agreement would
cause the Company to suffer irreparable harm for which monetary damages would be
inadequate and impossible to ascertain.  Accordingly,  Executive agrees that, in
addition to all other  rights and  remedies  available  at law and  equity,  the
Company shall be entitled to seek and obtain injunctive relief from any court of
competent  jurisdiction to prohibit the continuance or recurrence of any breach,
or  threatened  breach,  of  Sections 8 through  16.  Executive  agrees that the
Company may recover  all costs or  expenses,  including  attorneys'  fees,  from
Executive  upon the  successful  enforcement  of any rights of the Company  with
respect  to  breach of such  provisions  whether  such  enforcement  relates  to
monetary damages, injunctive relief or any other remedy permitted by law.

     19. SEVERABILITY.  All provisions of this Agreement are severable,  and the
invalidity or  unenforceability of any provision or provisions of this Agreement
or portions or aspects thereof will not affect the validity or enforceability of
any other  provision,  or portion of this  Agreement,  which will remain in full
force and effect as if executed with the  unenforceable or invalid  provision or
portion or aspect thereof modified, as set forth above.

     20. GOVERNING LAW. This Agreement shall be governed, construed, interpreted
and enforced in  accordance  with the  substantive  laws of the State of Nevada,
without regard to the conflict of laws principles thereof.

     21. ENTIRE AGREEMENT. This Agreement comprises the entire agreement between
the parties  hereto  relating to the subject  matter  hereof and, as of the date
hereof,  supersedes,  cancels  and  annuls  all  other  prior  written  and oral

                                        8
<PAGE>
agreements  between Executive and the Company or any predecessor to the Company.
The  terms  of this  Agreement  are  intended  by the  parties  to be the  final
expression of their agreement with respect to the employment of Executive by the
Company and may not be contradicted by evidence of any prior or  contemporaneous
agreement.

     22.  DISPUTES.  Other than an action brought under Section 18, which may be
brought  directly  in any  court  of  competent  jurisdiction,  any  dispute  or
controversy  arising  under,  out of, in connection  with or in relation to this
Agreement,  shall  be  finally  determined  and  settled  by  arbitration.   The
arbitration  proceeding  shall be  conducted  in  Phoenix,  Arizona  by a single
arbitrator in accordance with the Expedited Procedures of the Employment Dispute
Resolution Rules of the American  Arbitration  Association,  except as otherwise
provided herein. Except as required by the arbitrator, the parties shall have no
obligation to comply with discovery requests made in the arbitration proceeding.
The arbitration award shall be a final and binding  determination of the dispute
and shall be fully  enforceable  as an  arbitration  award in any  court  having
jurisdiction  and  venue  over  such  parties.  The  fees  and  expenses  of the
arbitrator  shall be paid by the Company and each party shall be responsible for
its attorneys' fees and expenses in connection with any such proceeding.

     23.  NOTICES.  All notices,  demands and other  communications  required or
permitted to be given or made pursuant to this Agreement shall be in writing and
shall be effective: (a) upon delivery if delivered in person; (b) three business
days after  deposit in the  United  States  mail,  addressed  to the  recipient,
postage prepaid and registered or certified with return receipt  requested;  (c)
one business day after deposit with a national overnight courier,  provided that
confirmation of such overnight delivery is received; or (d) upon transmission if
sent via facsimile or electronic mail,  provided that confirmation of receipt is
promptly received and retained.  Such notices shall be sent to the addresses set
forth below under the parties' respective signatures, or at any other address as
any party has specified by notice in writing to the other party.

     24. AMENDMENTS;  WAIVERS.  This Agreement may not be modified,  amended, or
terminated  except by an  instrument  in  writing,  signed by  Executive  and an
authorized  officer  of the  Company.  By an  instrument  in  writing  similarly
executed,  Executive or the Company may waive compliance by the other party with
any  provision  of this  Agreement  that such other party was or is obligated to
comply with or perform; PROVIDED, that such waiver shall not operate as a waiver
of, or estoppel with respect to, any other or subsequent  failure. No failure to
exercise and no delay in exercising any right,  remedy or power  hereunder shall
preclude  any other or  further  exercise  of any other  right,  remedy or power
provided herein or by law or in equity.

     25.  SUCCESSORS AND ASSIGNS.  By reason of the special and unique nature of
the services of Executive hereunder,  it is agreed that neither party hereto may
assign any interests, rights or duties which it or he may have in this Agreement
without  the prior  written  consent of the other  party,  except  that upon any
merger,  liquidation,  or sale of all or substantially  all of the assets of the
Company to another  individual  or entity,  this  Agreement  shall  inure to the
benefit of and be binding  upon  Executive  and the  purchasing,  surviving,  or
resulting  individual  or entity in the same  manner  and to the same  extent as
though such company or corporation were the Company.

                                        9
<PAGE>
     26.  FORCE  MAJEURE.  Either  party shall be  temporarily  excused from the
performance of its obligations  under this Agreement and shall not be liable for
damages to the other if such  performance is prevented by  circumstances  beyond
its reasonable  control.  Such excuse from performance shall continue so long as
the condition  responsible for such excuse  continues.  For the purposes of this
Agreement,  circumstances  beyond the reasonable control of a party which excuse
that party from performance shall include,  but shall not be limited to, acts of
God, acts,  regulations or laws of any government  including  currency controls,
war, civil commotion, commandeer,  destruction of facility or materials by fire,
earthquake,  storm or other  casualty,  labor  disturbances,  final  judgment or
injunction of any court of competent  jurisdiction,  epidemic,  and  substantial
failure of public utilities or common carrier.

     27.  HEADINGS.  The  headings  and  captions  in  this  Agreement  are  for
convenience  only and in no way define or  describe  the scope or content of any
provision of this Agreement.

     28.   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.

     29.  EFFECT OF  TERMINATION.  Sections 6, 8, 9, 10, 11, 12, 13, 14, 15, 16,
17, 18 and this  Section  29 shall in all  events  survive  any  termination  of
Executive's employment or the expiration of the Period of Contract Employment.

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

COMPANY:                                EXECUTIVE:

TSI HANDLING, INC.
d/b/a DYNA-CAM ENGINE CORPORATION


By /s/ Patricia J. Wilks                 /s/ Dennis C. Palmer
   ----------------------------------    ---------------------------------------
   Patricia J. Wilks, President          Dennis C. Palmer

   23960 Madison                         23960 Madison
   Torrance, California 90505            Torrance, California 90505
   Fax: (310) 791-4645                   Fax: (310) 791-4645

                                       10
<PAGE>
                                    EXHIBIT A
                                 GENERAL RELEASE

Dated:___________________                             ______________, California

     IN  CONSIDERATION  for the sum of Five  Dollars  ($5.00) and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the undersigned,  DENNIS C. PALMER (the  "EXECUTIVE") does hereby
forever  irrevocably  release and discharge TSI HANDLING,  INC., d/b/a DYNA-CAM,
CORP., a Nevada corporation (the "COMPANY"), the Company's officers,  directors,
employees, agents, shareholders, affiliates, successors, purchasers, assigns and
representatives  from any and all claims,  demands,  debts,  actions,  causes of
action, obligations, damages and liabilities, known or unknown, which he now has
or has had arising from or relating to any act, occurrence or transaction before
the date of this General Release.  Executive  expressly  acknowledges  that this
constitutes  a General  Release  and further  acknowledges  and agrees that this
General Release includes,  but is not limited to,  Executive's intent to release
all of the persons and entities referred to in this General Release from any and
all  claims of breach  of  contract,  tort,  and any  claim of age,  race,  sex,
disability,   religion,   national   origin,   or  other  claim  of   employment
discrimination arising under the Age Discrimination in Employment Act, Title VII
of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family
and Medical  Leave Act, the Older  Workers  Benefit  Protection  Act,  Executive
Retirement  Income Security Act, the Illinois Human Rights Act and any other law
or laws  concerning  employment.  Executive  agrees to  promptly  withdraw  with
prejudice, all lawsuits,  charges, claims and any other requests for relief that
he has now  pending  against  the  Company  or any of the  persons  or  entities
referred to in this General  Release.  Executive  further  agrees not to sue the
Company or any of the  aforementioned  persons or  entities  referred to in this
General  Release  concerning  any matter  which  arose prior to the date of this
General Release.

     This General  Release shall be binding upon and inure to the benefit of the
assigns,  heirs,  executors  and  administrators  of Executive and the officers,
directors,   employees,   agents,   shareholders,    affiliates,   predecessors,
successors,  corporate owners,  purchasers,  assigns and  representatives of the
Company.

     This General Release shall, in all respects,  be interpreted,  enforced and
governed under the laws of the State of Nevada.

     Executive  acknowledges  and agrees  that he has read and  understood  this
General Release,  that he has conferred with his attorney regarding the terms of
this General Release and that he has executed this General Release knowingly and
voluntarily.

     IN WITNESS  WHEREOF,  this General Release has been executed as of the date
first above written.


                                        ----------------------------------------
                                        Dennis C. Palmer