EMPLOYMENT AGREEMENT

                  AGREEMENT made as of the 5th day of October, 1998 by and
between DENNIS W. VOLLMERSHAUSEN (the "Executive"), and LUND INTERNATIONAL
HOLDINGS, INC., a Delaware corporation (the "Company").


                               W I T N E S S E T H


                  WHEREAS, in order to acquire the Executive's knowledge,
experience and abilities, the Company desires to employ the Executive as the
President and Chief Executive Officer of the Company, and the Executive desires
to be so employed, subject to the terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto intending to be legally bound hereby agree as
follows:

                  I. Employment. Subject to the terms and conditions hereinafter
set forth, the Company hereby agrees to employ the Executive, and the Executive
hereby agrees to serve as the President and Chief Executive Officer of the
Company, effective on the later of October 1, 1998 or the date of grant of an
H-1B Visa from the U.S. Department of Justice Immigration and Naturalization
Service (the "Effective Date"). The Executive agrees to perform such services
customary to such office and as shall from time to time be assigned to him in
the sole reasonable discretion of the Company's Board of Directors. The
Executive shall perform such services in compliance with the Company's policies,
including without limitations as such policies may be amended or supplemented
from time to time. At the request of the Company's Board of Directors, Executive
also will serve, without further compensation, as a director or officer of any
of the Company's subsidiaries. Executive shall perform such services at the
Company's principal place of business in Anoka, Minnesota or such other place as
may be designated by the Company's Board of Directors, from time to time, in its
sole reasonable discretion. The Executive further agrees to use his best efforts
to promote the interests of the Company and to devote his full business time and
energies and skill to the business and affairs of the Company in accordance with
the directions and orders of the Board of Directors of the Company, subject to
such time he shall devote to continuing to serve as a director of the following
companies: Eagle Precision Technologies, Inc., Clayton Group Inc., Newell
Industrial Corp. and London Machinery, Inc.

                  2. Term of Employment. The term of employment of the Executive
pursuant to this Agreement (including any renewal periods hereof, the
"Employment Term") shall commence on the Effective Date and shall terminate upon
the earlier of (a) the third anniversary date of the Effective Date (such period
being referred to as the "Initial Term"), unless this Agreement is automatically
renewed as provided below in this Section 2, or (b) the 



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date on which the employment of the Executive is terminated pursuant to Section
4 hereof. Commencing on the third anniversary of the Effective Date, and on each
subsequent anniversary date thereafter, the Employment Term hereunder shall be
renewed automatically for successive periods of one (1) year (each such period
being referred to herein as a "Renewal Term"), unless either the Company or the
Executive elects not to renew such term by giving written notice thereof at
least one hundred twenty (120) days prior to the Expiration Date (as herein
defined). For purposes hereof, the last day of the Initial Term or of each
Renewal Term, if any, (including in the event of termination pursuant to Section
4 or resignation pursuant to Section 5.5) shall be deemed the "Expiration Date".

         3. Compensation and Other Related Matters.

                           3.1 Base Salary. As compensation for the services
rendered by the Executive hereunder, the Company shall pay, or shall cause to be
paid, to the Executive during the Employment Term, and the Executive shall
accept, compensation at the rate of Two Hundred Fifty Thousand Dollars
($250,000.00) per annum (the "Annual Base Salary"). The Company's obligation to
pay the Annual Base Salary shall begin to accrue on the Effective Date and shall
be paid in accordance with the Company's customary payroll practices which are
in effect from time to time during the Employment Term. The Annual Base Salary
may be increased at any time during the Employment Term by action of the Board
of Directors of the Company in its sole discretion. The Executive's Annual Base
Salary shall be subject to all applicable withholding and other taxes.

                           3.2 Annual Bonus. In addition to the Annual Base
Salary set forth above, during the Employment Term, the Executive shall be
entitled to receive an annual bonus (the "Annual Bonus") according to the terms
of the Company's Short Term Incentive Plan for each fiscal year; provided, that
the Annual Bonus shall in no event be less [THAN AN AMOUNT EQUAL TO 10% OF THE
ANNUAL BASE SALARY THEN PAYABLE TO THE EXECUTIVE UNDER SECTION 3.1 HEREOF BASED
UPON CERTAIN MINIMUM FINANCIAL RESULTS ACHIEVED BY THE COMPANY AND AGREED TO BY
THE EXECUTIVE AND COMPANY FOR EACH YEAR DURING THE TERM HEREOF.] The Annual
Bonus shall be payable by the Company to the Executive with respect to each year
ending on December 31, by March 31 of the following fiscal year. The Company's
Short Term Incentive Plan is determined by the Company's Board of Directors for
each fiscal year.

                           3.3 Other Employment Benefits. During the Employment
Term, the Executive shall be entitled to the following employment benefits:

                           (a) four (4) weeks of paid vacation in each fiscal
year of the Company while the Executive is employed hereunder (two weeks of
which if not used by the Executive in any given fiscal year may be carried over
to the next fiscal year; provided, that the Executive shall not have more than
six (6) weeks paid vacation in any given fiscal year as a result of such carry
over) and sick leave in accordance with the Company's policies from time to time
in effect for executive officers of the Company; provided, that, except as
provided herein, vacation and/or sick leave time not used in any year may not be
carried over or 


<PAGE>

transferred from one year to another or converted to cash;

                           (b) participation, subject to qualification
requirements, in medical, life or other insurance or hospitalization plans and
long-term disability policies which are presently in effect or hereinafter
instituted by the Company and applicable to its executive officers generally;
provided, that, the Company shall pay all premium, copayment and deductible
expenses of the Executive in respect of such Company plans and policies;

                           (c) participation, subject to classification
requirements and continued maintenance thereof by the Company in other employee
benefit plans, such as pension and profit sharing plans, which are from time to
time applicable to the Company's executive officers generally; and

                           (d) an automobile allowance in accordance with the
Company's regular policy for senior executive officers.

                           (e) The Company will reimburse the Executive for (i)
the reasonable cost of the preparation of his annual income tax returns for the
United States and Canada, (ii) a one time reasonable fee for estate planning
consultation as a result of his U.S. and Canadian tax status, and (iii) the
rental expense for a period of six months after the Effective Date for the use
of an apartment by the Executive in the Minneapolis, Minnesota area, and (iv)
the Company will pay the cost of a complete annual physical examination of the
Executive.

                           3.4 Expenses. During the Employment Term, the
Executive shall be entitled to receive prompt reimbursement from the Company of
all travel, entertainment and out-of-pocket expenses which are reasonably and
necessarily incurred by the Executive in the performance of his duties
hereunder; provided, that, the Executive properly accounts therefor in
accordance with the Company's policies as in effect from time to time and such
expenses are approved by the Board of Directors of the Company.

                           3.5 Options. The Executive shall be granted on the
Effective Date options to purchase up to 250,000 shares of Common Stock of the
Company (the "Option Shares") pursuant to and in accordance with the terms of
the Company's 1998 Stock Option Incentive Plan and the option agreement dated as
of the Effective Date; such options shall have an exercise price equal to the
fair market value (determined in accordance with the Plan) per share on the
Effective Date, with 20% of the Option Shares vesting on the anniversary of the
Effective Date for each of the next five (5) years, provided that the Executive
continues to be employed by the Company on each such vesting date.


<PAGE>


                  4.       Termination.

                           4.1 Disability. In the event that at any time during
the Employment Term, the Executive, due to physical or mental injury, illness,
disability or incapacity, including "disability" within the meaning of the
disability plan which the Company then has in effect entitling the Executive to
benefits thereunder, shall fail to perform satisfactorily and continuously the
duties assigned to him and the services to be performed by him hereunder for a
period of three (3) consecutive months or for a non-consecutive period of five
(5) months within any twelve (12) month period, the Company, in accordance with
appropriate disability discrimination laws and regulations of the State of
Minnesota, may terminate his employment for "Disability" upon not less than
thirty (30) days prior written notice (such notice referred to herein as a
"Termination Notice") to the Executive.

                           4.2 Death. The Executive's employment shall terminate
immediately upon the death of the Executive.

                           4.3 Cause. The Company may, at any time and in its
sole discretion, terminate the Executive's employment for Cause (as herein
defined) by delivery to the Executive of a Termination Notice specifying the
nature of such Cause, effective as of the date (the effective date of any
termination by the Company pursuant to this Section 4 being referred to herein
as the "Termination Date") of such Termination Notice. For purposes hereof,
termination for "Cause" shall mean (i) a conviction of, a plea of nolo
contendere, a guilty plea or confession by the Executive to an act of fraud,
misappropriation or embezzlement or to a felony; (ii) the commission of a
fraudulent act or practice by the Executive affecting the Company; (iii) the
willful failure by the Executive to follow the directions of the Board of
Directors; (iv) the Executive's violation of the Company's drug and alcohol
policy or illegal drug use; (v) the material breach by the Executive of this
Agreement; or (vi) an act of gross neglect or gross or willful misconduct that
relates to the affairs of the Company; provided, that the Executive shall
receive a Termination Notice with respect to a termination for Cause pursuant to
subsections (iii), (v) and/or (vi) hereof and the Executive shall have thirty
(30) days following his receipt of such Termination Notice to cure the breach
specified therein prior to his employment being terminated for Cause pursuant
thereto.

                           4.4 Voluntary Termination by Company. The Company
may, at any time, and in its sole discretion, terminate the employment of the
Executive hereunder for any reason other than for Cause by the delivery to the
Executive of a Termination Notice, effective as of the date of such Termination
Notice.

                  5. Compensation During Disability, and Upon Termination.
During a Disability Period (as herein defined) or upon the termination of the
Executive's employment hereunder, the Executive shall be entitled to the
following benefits:

                           5.1 Disability. During any period (the "Disability
Period") that the Executive, due to physical or mental injury, illness,
disability or incapacity, including "disability" within the meaning of the
disability plan which the Company then has in effect 


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entitling the Executive to benefits thereunder, fails to perform satisfactorily
and continuously the duties assigned to him and the services to be performed by
him hereunder, the Company shall continue to pay to the Executive the Annual
Base Salary (as in effect at such time) in accordance with the provisions of
Section 3.1 hereof, less any compensation payable to the Executive under the
applicable disability insurance plan of the Company during such Disability
Period. Thereafter, if the Executive's employment hereunder is terminated
pursuant to Section 4.1 hereof, the Company shall have no further obligations
hereunder after the Termination Date other than the payment of (a) the Annual
Base Salary (as in effect during the year of such termination) payable in
accordance with the Company's customary payroll practices (less any compensation
payable to the Executive under the applicable disability insurance plan of the
Company), for the 12-month period immediately following the Termination Date,
and (b) the Executive's PRO RATA portion of the Annual Bonus due pursuant to
Section 3.2 hereof for the year in which such termination occurs (equal to the
Annual Bonus that would have been due pursuant to Section 3.2 hereof if
Executive had not been terminated, multiplied by a fraction equal to the number
of days during such year that the Executive was employed divided by 365 days),
payable on the same date as such Annual Bonus would have been payable for such
year pursuant to Section 3.2 hereof had the Employment Term not been so
terminated.

                           5.2 Death. If the Executive's employment is
terminated pursuant to Section 4.2 hereof as a result of the Executive's death,
the Company shall have no further obligations hereunder after the date of the
Executive's death other than the payment to the Executive's estate, legal
representative, heirs or other beneficiaries of (a) the Annual Base Salary (as
in effect during the year of such death) payable in accordance with the
Company's customary payroll practices, for the 12-month period immediately
following the date of the Executive's death, and (b) the Executive's PRO RATA
portion of the Annual Bonus due pursuant to Section 3.2 hereof for the year in
which such death occurred (equal to the Annual Bonus that would have been due
pursuant to Section 3.2 hereof if Executive's death had not occurred, multiplied
by a fraction equal to the number of days during such year that the Executive
was employed divided by 365 days), payable on the same date as such Annual Bonus
would have been payable for such year pursuant to Section 3.2 hereof had the
Employment Term not been so terminated.

                           5.3 Cause. If the Executive's employment is
terminated by the Company for Cause pursuant to Section 4.3 hereof, the Company
shall have no further obligations hereunder after the Termination Date other
than the payment to the Executive of the Annual Base Salary accrued and unpaid
through the Termination Date. The Company shall not be obligated to make any
bonus payments to the Executive pursuant to Section 3.2 hereof for the year in
which such termination occurs or to provide any of the benefits set forth in
Section 3.3 of this Agreement after the Termination Date, except as may be
required by applicable law.

                           5.4 Voluntary Termination by Company. If the Company
voluntarily terminates the Executive's employment hereunder pursuant to Section
4.4 hereof, the Company shall have no further obligations hereunder after the
Termination Date other than the payment of (a) for the greater of the 12-month
period immediately following the Termination 


<PAGE>

Date, or the remainder of the Initial Term or a Renewal Term, as the case may
be, (i) the Annual Base Salary (as in effect during the year of such
termination) payable in accordance with the Company's customary payroll
practices, and (ii) at no greater out-of-pocket expense to the Company than
incurred prior to termination, the Company-sponsored medical and health benefits
previously made available to the Executive, but only to the extent permitted by
such policies or plans, or as otherwise required by law, and (b) the Annual
Bonus due pursuant to Section 3.2 hereof for the year in which such termination
occurs, payable on the same date as such Annual Bonus would have been payable
for such year pursuant to Section 3.2 hereof had the Employment Term not been so
terminated; provided, however, that such amounts will not be payable by the
Company unless Executive executes and delivers to the Company a full and
complete release, in form satisfactory to the Company, of all claims by
Executive, against the Company, its subsidiaries and affiliates and their
respective stockholders, partners, members, directors, officers, employees and
representatives and agents.

                           5.5 Resignation by Executive. If at any time during
the Initial Term or any Renewal Term, the Executive resigns from the employ of
the Company for any reason whatsoever, the Company shall have no further
obligations hereunder after the Expiration Date other than the payment to the
Executive of the Annual Base Salary accrued and unpaid through the Expiration
Date. The Company shall not be obligated to make any bonus payments to the
Executive pursuant to Section 3.2 hereof for the year in which such resignation
occurs.

                  6. Confidentiality. The Executive acknowledges that it is the
policy of the Company to maintain as secret and confidential all Confidential
Information (as defined herein). For purposes of this Section 6, the term
"Company" shall be deemed to include all subsidiaries owned directly or
indirectly by the Company. The parties hereto recognize that the services to be
performed by the Executive pursuant to this Agreement are special and unique,
and that by reason of his employment by the Company after the Effective Date,
the Executive will acquire, or may have acquired, Confidential Information. The
Executive recognizes that all such Confidential Information is and shall remain
the sole property of the Company, free of any rights of the Executive, and
acknowledges that the Company has a vested interest in assuring that all such
Confidential Information remains secret and confidential. Therefore, in
consideration of the Executive's employment with the Company pursuant to this
Agreement, the Executive agrees that at all times from after the Effective Date,
except as limited by applicable law, he will not, directly or indirectly,
disclose to any person, firm, company or other entity (other than the Company or
any of its subsidiaries or affiliates) any Confidential Information, except as
required in the performance of his duties hereunder, without the prior written
consent of the Company, except to the extent that (i) any such Confidential
Information becomes generally available to the public, other than as a result of
a breach by the Executive of this Section 6, or (ii) any such Confidential
Information becomes available to the Executive on a non-confidential basis from
a source other than the Company or any of its affiliates or advisors; provided,
that such source is not known by the Executive to be bound by a confidentiality
agreement with, or other obligation of secrecy to, the Company or another party.
In addition, it shall not be a breach of the confidentiality obligations hereof
if the Executive is required by law to disclose any Confidential Information;
provided, that in such case, the Executive shall (a) give the Company the
earliest notice 


<PAGE>

possible that such disclosure is or may be required and (b) cooperate with the
Company, at the Company's expense, in protecting, to the maximum extent legally
permitted, the confidential or proprietary nature of the Confidential
Information which must be so disclosed. The obligations of the Executive under
this Section 6 shall survive any termination of this Agreement. During the
Employment Term, the Executive shall exercise all due and diligent precautions
to protect the integrity of the business plans, customer lists, statistical data
and compilation, agreements, contracts, manuals or other documents of the
Company which embody the Confidential Information, and upon the expiration or
the termination of the Employment Term, the Executive agrees that all
Confidential Information in his possession, directly or indirectly, that is in
writing or other tangible form (together with all duplicates thereof) will
forthwith be returned to the Company and will not be retained by the Executive
or furnished to any person, either by sample, facsimile, film, audio or video
cassette, electronic data, verbal communication or any other means of
communication. The Executive agrees that the provisions of this Section 6 are
reasonably necessary to protect the proprietary rights of the Company in its
Confidential Information, trade secrets, goodwill and reputation.

                           For purposes hereof, the term "Confidential
Information" means all information developed or used by the Company or any of
its respective affiliates relating to the Business (as herein defined),
operations, employees, customers, suppliers and distributors of the Company,
including, but not limited to, manufacturing techniques, processes and methods,
customer lists, purchase orders, financial data, pricing information and price
lists, business plans and market strategies and arrangements, all books,
records, manuals, advertising materials, catalogues, correspondence, mailing
lists, production data, sales materials and records, purchasing materials and
records, personnel records, quality control records and procedures included in
or relating to the Business or any of the assets of the Company and all
trademarks, copyrights and patents, and applications therefor, all trade
secrets, inventions, processes, procedures, research records, market surveys and
marketing know-how and other technical papers. The term "Confidential
Information" also includes any other information heretofore or hereafter
acquired by the Company and deemed by it to be confidential. For purposes
hereof, the term "Business" shall mean the business of designing, manufacturing,
marketing, distributing, and selling, automotive or vehicle accessories in the
automotive or vehicle accessories industry or market.

                  7. Noncompetition; Nonsolicitation. (a) The Executive agrees
that, during the Employment Term and for a period of twenty-four (24) months
following the Expiration Date of the Executive's employment with the Company,
(i) the Executive will not, directly or indirectly, own, manage, operate,
control or participate in the ownership, management or control of, or otherwise
be connected as an officer, employee, stockholder, partner, director, or
otherwise with, or have any financial interest in, or aid or assist anyone else
in the conduct of, any entity or business which competes with the Business
conducted by the Company in the State of Minnesota or in any other state or area
where such Business is being conducted on the Expiration Date the Executive's
employment is terminated hereunder, and (ii) the Executive will not, either
personally or by his agent or by letters, circulars or advertisements, and
whether for himself or on behalf of any other person, company, firm or other
entity, except in his capacity as an employee of the Company, canvass or
solicit, or enter into or effect (or 


<PAGE>

cause or authorize to be solicited, entered into or effected), directly or
indirectly, for or on behalf of himself or any other person, company, firm or
other entity, any business relating to services or products of the type provided
by, or orders for business or services or products similar to those provided by,
the Company or any of its subsidiaries, affiliates or divisions from any person,
company, firm or other entity who is, or has at any time within two years prior
to the date of such action been, a customer or supplier of the Company or any of
its subsidiaries, affiliates or divisions. Notwithstanding the foregoing, the
Executive's ownership of securities of a public company engaged in competition
with the Company not in excess of 5% of any class of such securities shall not
be considered a breach of the covenants set forth in this Section 7(a) above.

                  (b) The Executive agrees that, at all times from after the
Effective Date, the Executive will not, either personally or by his agent or by
letters, circulars or advertisements, and whether for himself or on behalf of
any other person, company, firm or other entity, except in his capacity as an
employee of the Company (i) seek to persuade any employee of the Company or any
of its subsidiaries or divisions to discontinue his or her status or employment
therewith or to become employed in a business or activities likely to be
competitive with the Business; or (ii) solicit or employ any such person at any
time within twelve (12) months following the date of cessation of employment of
such person with the Company or any of its subsidiaries or divisions throughout
the State of Minnesota and in every other area where the Company conducts its
Business.

                  8. Inventions. Any and all inventions made, developed or
created by the Executive (whether at the request or suggestion of the Company or
otherwise, whether alone or in conjunction with others, and whether during
regular working hours or otherwise) during the period of his employment with the
Company, which may be directly or indirectly useful in, or relate to, the
Business or the business of any of the Company's subsidiaries or affiliates,
shall be promptly and fully disclosed by the Executive to the Board of Directors
of the Company, and shall be the Company's exclusive property as against the
Executive. The Executive shall promptly deliver to the Board of Directors of the
Company all papers, drawings, models, data and other material relating to any
invention made, developed or created by him as aforesaid. The Executive hereby
assigns any and all such inventions to the Company and hereby agrees to execute
and deliver such agreements, certificates, assignments or other documents as may
be necessary to effect the assignment to the Company of any and all such
inventions as contemplated by this Section 8. The Executive shall, upon the
Company's request and without any payment therefor, execute any documents
necessary or advisable in the opinion of the Company's counsel to direct
issuance of patents or copyrights of the Company with respect to such inventions
as are to be in the Company's exclusive property as against the Executive under
this Section 8 or to vest in the Company title to such inventions as against the
Executive, the expense of securing any such patent or copyright, to be borne by
the Company. The Executive is hereby notified that this Agreement does not apply
to an invention for which no equipment, supplies, facility or trade secret
information of the Company was used and which was developed entirely on the
Executive's own time, and (i) which does not relate (a) directly to the business
of the Company or (b) to the Company's actual or demonstrably anticipated
research or development, or (ii) which does not result from 


<PAGE>

any work performed by the Executive for the Company.

                  9. Breach by the Executive. Both parties recognize that the
services to be rendered under this Agreement by the Executive are special,
unique and extraordinary in character, and that in the event of a breach by
Executive of the material terms and conditions of the obligations to be
performed by him hereunder, the Company shall be entitled, if it so elects, to
institute and prosecute proceedings in any court of competent jurisdiction,
either in law or in equity, to obtain damages for any breach of this Agreement,
or to enforce the specific performance thereof by the Executive. Without
limiting the generality of the foregoing, the parties acknowledge that a breach
by the Executive of his material obligations under Sections 6, 7 or 8 could
cause the Company irreparable harm for which no adequate remedy at law would be
available in respect thereof and that therefore upon proof of the same the
Company would be entitled to seek injunctive relief with respect thereto.

                  10. Insurance. The Executive acknowledges and agrees that the
Company may obtain a life insurance policy on the life of the Executive with the
Company named as the beneficiary. If the Company so elects, the Executive
covenants and agrees to cooperate fully with the Company's efforts to obtain
such insurance policy.

                  11. Conflicting Agreements. The Executive hereby represents
and warrants to the Company that (a) neither the execution of this Agreement by
the Executive nor the performance by the Executive of any of his obligations or
duties hereunder will conflict with or violate or constitute a breach of the
terms of any employment or other agreement to which the Executive is a party or
by which the Executive is bound, and (b) the Executive is not required to obtain
the consent of any person, firm, corporation or other entity in order to enter
into this Agreement or to perform any of his obligations or duties hereunder.

                  12. Further Assurances. The Executive hereby agrees to execute
and deliver such agreements, certificates or other documents as may be
reasonably requested by the Company which may be necessary or are required
hereunder.

                  13. Miscellaneous.

                           13.1 Successors; Binding Agreement. This Agreement
and all rights of the Executive hereunder shall inure to the benefit of the
parties hereto and their respective heirs, personal representatives, successors
and assigns; provided, that the duties of the Executive hereunder are personal
to the Executive and may not be delegated or assigned by him.

                           13.2 Notice. All notices and other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered personally, by registered or certified mail,
postage prepaid, or by a nationally recognized overnight courier service as
follows:


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                  (a)      If to the Executive:




                           with a copy to:



                  (b)      If to the Company:

                           Lund International Holdings, Inc.
                           911 Lund Boulevard
                           Anoka, Minnesota  55303
                           Attention:  Ira D. Kleinman


                           with a copy to:

                           Thelen Reid & Priest LLP
                           40 West 57th Street
                           New York, New York  10019
                           Attention:  Leonard Gubar, Esq.

or to such other address as any party may have furnished to the other parties in
writing in accordance herewith.

                           13.3 Governing Law. This Agreement shall be governed
by and in accordance with the laws of the State of Minnesota without regard to
conflict of law rules thereof.

                           13.4 Waivers. The waiver of either party hereto of
any right hereunder or of any failure to perform or breach by the other party
hereto shall not be deemed a waiver of any other right hereunder or of any other
failure or breach by the other party hereto, whether of the same or a similar
nature or otherwise. No waiver shall be deemed to have occurred unless set forth
in a writing executed by or on behalf of the waiving party. No such written
waiver shall be deemed a continuing waiver unless specifically stated therein,
and each such waiver shall operate only as to the specific term or condition
waived and shall not constitute a waiver of such term or condition for the
future or as to any act other than that specifically waived.

                           13.5 Validity. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall otherwise remain in full
force and effect. Moreover, if any one or 


<PAGE>

more of the provisions contained in this Agreement is held to be excessively
broad as to duration or scope, such provisions shall be construed by limiting
and reducing them so as to be enforceable to the maximum extent compatible with
applicable law.

                           13.6 Entire Agreement. This Agreement sets forth the
entire agreement and understanding of the parties in respect of the subject
matter contained herein, and supersedes all prior agreements, promises,
covenants, arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of either party in
respect of said subject matter.

                           13.7 Headings Descriptive. The headings of the
several paragraphs of this Agreement are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this
Agreement.



<PAGE>


                           13.8 Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one and the same instrument.

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

                                    EXECUTIVE


                                    /s/ Dennis W. Vollmershausen
                                    Dennis W. Vollmershausen


                                    LUND INTERNATIONAL HOLDINGS, INC.



                                    By: /s/ Ira D. Kleinman
                                       Ira D. Kleinman
                                       Chairman of the Board