OWOSSO CORP
EX10-2.TXT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-2.txt
<DESCRIPTION>EX10-2.TXT
<TEXT>
<PAGE>

================================================================================




                              EMPLOYMENT AGREEMENT


                                     BETWEEN


                                 MICHAEL KOEPKE


                                       AND


                            OWOSSO MOTOR GROUP, INC.









                               September 30, 1996




================================================================================
<PAGE>

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT is made this 30th day of September, 1996, by
and between Michael Koepke, a resident of the State of Illinois (the
"Employee"), and OWOSSO MOTOR GROUP, INC., a corporation organized and existing
under the laws of the Commonwealth of Pennsylvania (the "Company").

                               W I T N E S S E T H

         WHEREAS, the Company is a manufacturers' representative engaged in the
business (the "Business") of sales and marketing of products for Stature
Electric, Inc., Motor Products Owosso, Motor Products Ohio and certain other
companies and divisions of Owosso Corporation (the "Represented Companies").

         WHEREAS, Employee possesses significant knowledge of the Business,
which knowledge the Company and Employee both desire to be available to the
Company for a period of time in the future upon the terms and conditions
hereinafter set forth.

         WHEREAS, the execution and delivery of this Agreement by Employee in
connection with the consummation of the merger of Koepke & Associates
("Koepke"), with and into the Company (the "Transaction"), is a material
inducement to the Company's agreement to consummate the Transaction.

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, and intending to be legally bound, the parties,
subject to the terms and conditions set forth herein, agree as follows:

         1. Employment and Term. The Company hereby employs Employee and
Employee hereby accepts employment with the Company, as its President (such
position, Employee's "Position") for a period commencing on the date hereof and
continuing until the fifth (5th) anniversary of the date hereof, subject to the
provisions of Section 9 hereof (the "Term").

         2. Duties. During the term of his employment, Employee shall serve the
Company faithfully and to the best of his ability and shall devote his full
time, attention, skill and efforts to the performance of the duties required by
or appropriate for his Position. Employee agrees to assume such duties and
responsibilities as may be customarily incident to such position, and as may be
reasonably assigned to Employee from time to time by the Board of Directors of
the Company. Employee shall report to the Board of Directors of the Company.


                                       -2-
<PAGE>

         3. Other Business Activities. During the Term, Employee will not,
without the prior written consent of the Company, directly or indirectly engage
in any other business activities or pursuits whatsoever, except activities in
connection with any charitable or civic activities, personal investments and
serving as an executor, trustee or in other similar fiduciary capacity;
provided, however, that such activities do not interfere with his performance of
his responsibilities and obligations pursuant to this Agreement.

         4. Compensation.

            (a) The Company shall pay Employee, and Employee hereby agrees to
accept, as compensation for all services rendered hereunder and for Employee's
covenant not to compete as provided for in Section 8 hereof, a base salary at
the annual rate of One Hundred Twenty Thousand Dollars ($120,000) per year (the
"Base Salary"). The Base Salary shall be payable in twenty-four (24) equal
semi-monthly installments. The Base Salary shall be inclusive of all applicable
income, social security and other taxes and charges which are required by law to
be withheld by the Company or which are requested to be withheld by Employee,
and which shall be withheld and paid in accordance with the Company's normal
payroll practice for its similarly situated employees from time to time in
effect.

            (b) In addition to the Base Salary, the Company shall pay Employee a
bonus (the "Bonus") in an amount equal to: (i) One-Tenth of One percent (.1%) of
the gross sales of the Represented Companies ("Gross Sales") for the immediately
preceding fiscal year (the "Sales Percentage Bonus"); PLUS (ii) Three-Tenths of
One percent (.3%) of the difference between the Gross Sales for the current
fiscal year MINUS the Gross Sales for the immediately preceding fiscal year (the
"Incremental Sales Bonus"), but in no event shall the Incremental Sales Bonus be
a negative number; provided, however, that in no event shall the Bonus exceed
Two Hundred Thousand Dollars ($200,000) in any fiscal year. The Sales Percentage
Bonus shall be paid in Twenty-Four (24) equal semi-monthly installments along
with the Base Salary. The Incremental Sales Bonus shall be paid within ten (10)
days of the availability of audited financial statements of the Company for the
current fiscal year, but in no event shall the Bonus be paid more than ninety
(90) days after the end of the current fiscal year. In the event Employee is
terminated during the course of any fiscal year pursuant to the terms of Section
9 hereof, the Bonus for such fiscal year shall be pro rated according the actual
number of days in such fiscal year that Employee was employed by the Company.

            (c) In the event of a material change in the operation of the
Represented Companies, including but not limited to, a sale of one of the
Represented Companies or the discontinuation of a major product line, then in no
event shall the Employee's Base Salary plus Bonus be less than:

                (i) One Hundred Seventy-Two Thousand Dollars ($172,000) for year
1 of the Term;

                                       -3-
<PAGE>

                (ii) One Hundred Seventy-Seven Thousand Dollars ($177,000) for
year 2 of the Term;

                (iii) One Hundred Eighty-Two Thousand Five Hundred Dollars
($182,500) for year 3 of the Term;

                (iv) One Hundred Eighty-Eight Thousand Dollars ($188,000) for
year 4 of the Term; and

                (v) One Hundred Ninety-Three Thousand Five Hundred Dollars
($193,500) for year 5 of the Term.

         5. Benefits and Expenses. In addition to those benefits provided to
similarly situated employees of the Company, Employee shall be entitled to those
employee benefits (including expense reimbursement) as set forth on Schedule A
hereto ("Benefits").

         6. Confidentiality. Employee recognizes and acknowledges that the
Proprietary Information (as hereinafter defined) is a valuable, special and
unique asset of the Business of the Company. As a result, both during the Term
and thereafter, Employee shall not, without the prior written consent of the
Company, for any reason either directly or indirectly divulge to any third-party
or use for his own benefit, or for any purpose other than the exclusive benefit
of the Company, any confidential, proprietary, business and technical
information or trade secrets of the Company or of any subsidiary or affiliate of
the Company ("Proprietary Information") revealed, obtained or developed in the
course of his employment with the Company. Such Proprietary Information shall
include, but shall not be limited to, the intangible personal property described
in Section 7(b) hereof, any customer lists and information relating to customers
and manufacturers, any information relating to manufacturer's representative
arrangements, any information relating to methods of production and manufacture,
research, computer codes or instructions (including source and object code
listings, program logic algorithms, subroutines, modules or other subparts of
computer programs and related documentation, including program notation),
computer processing systems and techniques, concepts, layouts, flowcharts,
specifications, know-how, any associated user or service manuals or other like
textual materials (including any other data and materials used in performing the
Employee's duties), all computer inputs and outputs (regardless of the media on
which stored or located), hardware and software configurations, designs,
architecture, interfaces, plans, sketches, blueprints, and any other materials
prepared by the Employee in the course of, relating to or arising out of his or
her engagement by the Company, or prepared by any other Company employee or
contractor for the Company or its customers, costs, business studies, business
procedures, finances, marketing data, methods, plans and efforts, the identities
of customers, contractors and suppliers and prospective customers, contractors
and suppliers, the terms of contracts and agreements with customers, contractors
and suppliers, the Company's relationship with actual and prospective customers,
contractors and suppliers and the needs and requirements of, and the Company's
course of dealing with, any such actual or prospective customers, contractors
and suppliers, personnel information, customer and vendor credit information,
and any other materials that have not been made available to the general public,
provided, that nothing herein contained shall restrict Employee's ability to
make such disclosures during the course of his employment as may be necessary or
appropriate to the effective and efficient discharge of the duties required by
or appropriate for his Position or as such disclosures may be required by law;
and further provided, that nothing herein contained shall restrict Employee from
divulging or using for his own benefit or for any other purpose any Proprietary
Information that is readily available to the general public so long as such
information did not become available to the general public as a direct or
indirect result of Employee's breach of this Section 6. Failure by the Company
to mark any of the Proprietary Information as confidential or proprietary shall
not affect its status as Proprietary Information under the terms of this
Agreement.


                                       -4-
<PAGE>

         7. Property.

            (a) All right, title and interest in and to Proprietary Information
shall be and remain the sole and exclusive property of the Company. During the
Term, Employee shall not remove from the Company's offices or premises any
documents, records, notebooks, files, correspondence, reports, memoranda or
similar materials of or containing Proprietary Information, or other materials
or property of any kind belonging to the Company unless necessary or appropriate
in accordance with the duties and responsibilities required by or appropriate
for his Position and, in the event that such materials or property are removed,
all of the foregoing shall be returned to their proper files or places of
safekeeping as promptly as possible after the removal shall serve its specific
purpose. Employee shall not make, retain, remove and/or distribute any copies of
any of the foregoing for any reason whatsoever except as may be necessary in the
discharge of his assigned duties and shall not divulge to any third person the
nature of and/or contents of any of the foregoing or of any other oral or
written information to which he may have access or with which for any reason he
may become familiar, except as disclosure shall be necessary in the performance
of his duties; and upon the termination of his employment with the Company, he
shall leave with or return to the Company all originals and copies of the
foregoing then in his possession, whether prepared by Employee or by others.

                                       -5-
<PAGE>

            (b) (i)   Employee agrees that all right, title and interest in and
to any innovations, designs, systems, analyses, ideas for marketing programs,
and all copyrights, patents, trademarks and trade names, or similar intangible
personal property which have been or are developed or created in whole or in
part by Employee (1) at any time and at any place while the Employee is employed
by Company and which, in the case of any or all of the foregoing, are related to
and used in connection with the Business of the Company, (2) as a result of
tasks assigned to Employee by the Company, or (3) from the use of premises or
personal property (whether tangible or intangible) owned, leased or contracted
for by the Company (collectively, the "Intellectual Property"), shall be and
remain forever the sole and exclusive property of the Company. The Employee
shall promptly disclose to the Company all Intellectual Property, and the
Employee shall have no claim for additional compensation for the Intellectual
Property.

                (ii)  The Employee acknowledges that all the Intellectual
Property that is copyrightable shall be considered a work made for hire under
United States Copyright Law. To the extent that any copyrightable Intellectual
Property may not be considered a work made for hire under the applicable
provisions of the United States Copyright Law, or to the extent that,
notwithstanding the foregoing provisions, the Employee may retain an interest in
any Intellectual Property that is not copyrightable, the Employee hereby
irrevocably assigns and transfers to the Company any and all right, title, or
interest that the Employee may have in the Intellectual Property under
copyright, patent, trade secret and trademark law, in perpetuity or for the
longest period otherwise permitted by law, without the necessity of further
consideration. The Company shall be entitled to obtain and hold in its own name
all copyrights, patents, trade secrets, and trademarks with respect thereto.

                (iii) Employee further agrees to reveal promptly all information
relating to the same to an appropriate officer of the Company and to cooperate
with the Company and execute such documents as may be necessary or appropriate
(1) in the event that the Company desires to seek copyright, patent or trademark
protection, or other analogous protection, thereafter relating to the
Intellectual Property, and when such protection is obtained, to renew and
restore the same, or (2) to defend any opposition proceedings in respect of
obtaining and maintaining such copyright, patent or trademark protection, or
other analogous protection.

                (iv)  In the event the Company is unable after reasonable effort
to secure Employee's signature on any of the documents referenced in Section
7(b)(iii) hereof, whether because of Employee's physical or mental incapacity or
for any other reason whatsoever, Employee hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents as Employee's
agent and attorney-in-fact, to act for and in his behalf and stead to execute
and file any such documents and to do all other lawfully permitted acts to
further the prosecution and issuance of any such copyright, patent or trademark
protection, or other analogous protection, with the same legal force and effect
as if executed by Employee.

                                       -6-
<PAGE>

         8. Covenant not to Compete. The Employee shall not, during the Term and
for a period of eighteen (18) months thereafter (the "Restricted Period"), do
any of the following directly or indirectly without the prior written consent of
the Company:

            (a) engage or participate in any business activity competitive with
the Business, as such is conducted upon the termination of Employee's employment
hereunder with respect to any period thereafter;

            (b) become interested in (as owner, stockholder, lender, partner,
co-venturer, director, officer, employee, agent, consultant or otherwise) any
person, firm, corporation, association or other entity engaged in any business
that is competitive with the Business of the Company or of any subsidiary or
affiliate of the Company as conducted upon the termination of Employee's
employment hereunder with respect to any period thereafter, or become interested
in (as owner, stockholder, lender, partner, co-venturer, director, officer,
employee, agent, consultant or otherwise) any portion of the business of any
person, firm, corporation, association or other entity where such portion of
such business is competitive with the business of the Company or of any
subsidiary or affiliate of the Company as conducted upon termination of
Employee's employment hereunder with respect to any period thereafter.
Notwithstanding the foregoing, Employee may hold not more than one percent (1%)
of the outstanding securities of any class of any publicly-traded securities of
a company that is engaged in activities referenced in Section 8(a) hereof;

            (c) solicit or call on, either directly or indirectly, any (i)
customer with whom the Company shall have dealt at any time during the eighteen
(18) month period immediately preceding the termination of Employee's employment
hereunder with respect to any products or business competitive with the Business
as conducted upon the termination of employment of Employee; or (ii) any
supplier with whom the Company shall have dealt at any time during the eighteen
(18) month period immediately preceding the termination of Employee's employment
hereunder with respect to any products or business competitive with the Business
as conducted upon the termination of employment of Employee;

                                       -7-
<PAGE>

            (d) influence or attempt to influence any supplier, customer or
potential customer of the Company to terminate or modify any written or oral
agreement or course of dealing with the Company; or

            (e) influence or attempt to influence any person to either (i)
terminate or modify his employment, consulting, agency, distributorship or other
arrangement with the Company, or (ii) employ or retain, or arrange to have any
other person or entity employ or retain, any person who has been employed or
retained by the Company as an employee, consultant, agent or distributor of the
Company at any time during the eighteen (18) month period immediately preceding
the termination of Employee's employment hereunder.

         9. Termination. Employee's employment hereunder may be terminated
during the Term upon the occurrence of any one of the events described in this
Section 9. Upon termination, Employee shall be entitled only to such
compensation and benefits as described in this Section 9.

            9.1. Termination for Disability.

                 (a) In the event of the disability of the Employee such that
Employee is unable to perform the essential functions of his duties and
responsibilities hereunder to the full extent required by this Agreement by
reasons of illness, injury or incapacity for a period of more than ninety (90)
consecutive days or more than six (6) months, in the aggregate, during any one
(1) year period ("Disability"), Employee's employment hereunder may be
terminated by the Company.

                 (b) In the event of a termination of Employee's employment
hereunder pursuant to Section 9.1(a), Employee will be entitled to receive all
accrued and unpaid (as of the date of such termination) Base Salary, Benefits,
Bonuses and other forms of compensation and benefits payable or provided in
accordance with the terms of any then existing compensation or benefit plan or
arrangement (such Benefits, Bonuses and other compensation collectively, "Other
Compensation"), including payment prescribed under any disability or life
insurance plan or arrangement in which he is a participant or to which he is a
party as an employee of the Company. Except as specifically set forth in this
Section 9.1(b), the Company shall have no liability or obligation to Employee
for compensation or benefits hereunder by reason of such termination.

                                       -8-
<PAGE>

            9.2. Termination by Death.

                 (a) In the event that Employee dies during the Term, Employee's
employment hereunder shall be terminated thereby and the Company shall pay to
Employee's executors, legal representatives or administrators an amount equal to
the accrued and unpaid portion of his Base Salary and Other Compensation for the
month in which he dies. Except as specifically set forth in this Section 9.2,
the Company shall have no liability or obligation hereunder to Employee's
executors, legal representatives, administrators, heirs or assigns or any other
person claiming under or through him by reason of Employee's death, except that
Employee's executors, legal representatives or administrators will be entitled
to receive the payment prescribed under any death or disability benefits plan in
which he is a participant as an employee of the Company, and to exercise any
rights afforded under any compensation or benefit plan then in effect.

                 (b) Notwithstanding any provision contained herein to the
contrary, in the event that Employee dies during the Term, upon request by the
Employee's executors, legal representatives or administrators, the Company shall
redeem all of the shares of Owosso Corporation common stock owned by Employee at
the time of his death for a cash amount per share equal to $8. Such redemption
shall be in accordance with the terms and provisions of Section 10 hereof.

            9.3. Termination for Material Cause.

                 (a) The Company may terminate Employee's employment hereunder
at any time for "material cause" upon written notice to Employee. For purposes
of this Agreement, "material cause" shall mean: (i) any breach by Employee of
any of his obligations under Section 8 of this Agreement, or (ii) other conduct
of Employee involving any type of disloyalty to the Company or willful
misconduct with respect to the Company, including without limitation fraud,
embezzlement, theft or proven dishonesty in the course of his employment or
conviction of a felony.

                 (b) In the event of a termination of Employee's employment
hereunder pursuant to Section 9.3(a), Employee shall be entitled to receive all
accrued but unpaid (as of the effective date of such termination) Base Salary
and Other Compensation. All Base Salary and Other Compensation shall cease at
the time of such termination, subject to the terms of any benefit or
compensation plan then in force and applicable to Employee. Except as
specifically set forth in this Section 9.3, the Company shall have no liability
or obligation hereunder by reason of such termination.

                                       -9-
<PAGE>

            9.4. Termination for Cause.

                 (a) The Company may terminate Employee's employment hereunder
at any time for "cause" upon written notice to Employee. For purposes of this
Agreement, "cause" shall mean: (i) failure by Employee to perform satisfactorily
the duties required by or appropriate for his Position, as determined by the
Board of Directors of the Company in its reasonable discretion, which in the
reasonable judgement of the Board of Directors is not cured within sixty (60)
days after Employee's receipt of written notice from the Company specifying such
failure and the specific steps required to cure the same.

                 (b) In the event of a termination of Employee's employment
hereunder pursuant to Section 9.4(a), Employee shall be entitled to receive all
accrued but unpaid (as of the effective date of such termination) Base Salary
and Other Compensation. All Base Salary and Other Compensation shall cease at
the time of such termination, subject to the terms of any benefit or
compensation plan then in force and applicable to Employee. Except as
specifically set forth in this Section 9.4, the Company shall have no liability
or obligation hereunder by reason of such termination.

            9.5. Termination by Employee.

                 (a) Employee may terminate Employee's employment hereunder at
any time after the Fifth (5th) Anniversary of the date hereof, upon the date
designated by Employee in written notice of the termination of his employment
hereunder pursuant to this Section 9.5(a); provided that, such date shall be at
least thirty (30) days after the date of such notice.

                 (b) In the event of a termination of Employee's employment
hereunder pursuant to Section 9.5(a) hereof, Employee shall be entitled to
receive all accrued but unpaid (as of the effective date of such termination)
Base Salary and Other Compensation. Except as specifically set forth in this
Section 9.5(b), all Base Salary and Other Compensation shall cease at the time
of such termination, subject to the terms of any benefit or compensation plan
then in force and applicable to Employee. Except as specifically set forth in
this Section 9.5, the Company shall have no liability or obligation hereunder by
reason of such termination.

        10. Redemption Rights.

            (a) At any time during the period commencing on the Sixtieth (60)
month following the date hereof and terminating on the Sixty-Sixth month
following the date hereof, (the "Redemption Period"), upon request of the
Employee, the Company shall redeem (the "Redemption") all of the Shares owned by
Employee for a cash amount per share equal to $8 (the "Redemption Price").

                                      -10-
<PAGE>

            (b) Payment of the Redemption Price shall be made upon actual
delivery to the Company or its transfer agent of the certificates representing
the Shares.

            (c) On and after the date on which the Redemption is requested by
the Employee, all rights in respect of the Shares shall cease and terminate
except the right to receive the Redemption Price as provided herein.

            (d) If the Company is precluded from paying the Redemption Price in
cash upon request by the Employee by the terms of any contract, loan agreement
or other financing document or pursuant to applicable law, the Company shall
issue to Employee a promissory note in the original principal amount equal to
the then unpaid portion of the Redemption Price. The promissory note shall
provide for the payment of principal and interest over a period of Five (5)
years with interest accruing at a rate equal to the then applicable rate under
Owosso Corporation's bank line of credit or, if none, the prime rate then in
effect (as such rate is published in the Wall Street Journal) plus two percent
(2%).

            (e) In the event the Company is precluded by the terms of any
contract, loan agreement or other financing document from executing the
Redemption, the Company shall use its reasonable best faith efforts to obtain a
waiver of such restriction.

        11. Other Agreements. Employee represents and warrants to the Company
that:

            (a) There are no restrictions, agreements or understandings
whatsoever to which Employee is a party which would prevent or make unlawful
Employee's execution of this Agreement or Employee's employment hereunder, or
which is or would be inconsistent or in conflict with this Agreement or
Employee's employment hereunder, or would prevent, limit or impair in any way
the performance by Employee of his obligations hereunder,

            (b) That Employee's execution of this Agreement and Employee's
employment hereunder shall not constitute a breach of any contract, agreement or
understanding, oral or written, to which Employee is a party or by which
Employee is bound, and

            (c) That Employee is free to execute this Agreement and to enter
into the employ of the Company pursuant to the provisions set forth herein.

                                      -11-
<PAGE>

            (d) That Employee shall disclose the existence and terms of the
restrictive covenants set forth in this Agreement to any employer that the
Employee may work for during the term of this Agreement (which employment is not
hereby authorized) or after the termination of the Employee's employment at the
Company.

        12. Survival of Provisions. The provisions of this Agreement set forth
in Sections 6, 7, 8 and 22 hereof shall survive the termination of Employee's
employment hereunder.

        13. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the Company and Employee and their respective successors,
executors, administrators, heirs and/or permitted assigns; provided, however,
that neither Employee nor the Company may make any assignments of this Agreement
or any interest herein, by operation of law or otherwise, without the prior
written consent of the other parties hereto, except that, without such consent,
the Company may assign this Agreement to any successor to all or substantially
all of its assets and business by means of liquidation, dissolution, merger,
consolidation, transfer of assets, or otherwise, provided that such successor
assumes in writing all of the obligations of the Company under this Agreement.

        14. Employee Benefits. This Agreement shall not be construed to be in
lieu or to the exclusion of any other rights, benefits and privileges to which
Employee may be entitled as an employee of the Company under any retirement,
pension, profit-sharing, insurance, hospital or other plans or benefits which
may now be in effect or which may hereafter be adopted.

        15. Notice. Any notice or communication required or permitted under
this Agreement shall be made in writing and sent by certified or registered
mail, return receipt requested, addressed as follows:

        If to Employee:

            Michael Koepke
            778 Frontage Road, Suite 120
            Northfield, IL 60093
            Telecopy: 847-441-8299


                                      -12-
<PAGE>

        With a copy to:

            Robert E. Arroyo, Esq.
            Keck, Mahin & Cate
            77 West Wacker Drive, 42nd Floor
            Chicago, IL 60601-1693
            Telecopy No.:  312-634-5000

        If to the Company:

            Owosso Motor Group, Inc.
            c/o Owosso Corporation
            One Tower Bridge
            100 Front Street
            Suite 1400
            West Conshohocken, PA  19428
            Attention:  George B. Lemmon, Jr.
            Telecopy No.:  610-834-8661

        with a copy to:

             Pepper, Hamilton & Scheetz
             3000 Two Logan Square
             18th and Arch Streets
             Philadelphia, PA  19103
             Attention:  Elam M. Hitchner, III, Esq.
             Telecopy No.:  215-981-4750

or to such other address as either party may from time to time duly specify by
notice given to the other party in the manner specified above.

        16. Amendments. This Agreement may not be changed or modified, except by
an Agreement in writing signed by each of the parties hereto.

        17. Waiver. The waiver of the breach of any term or provision of this
Agreement shall not operate as or be construed to be a waiver of any other or
subsequent breach of this Agreement.

        18. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.

        19. Invalidity. In case any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the validity of any other provision of this Agreement, and such
provision(s) shall be deemed modified to the extent necessary to make it
enforceable.

                                      -13-
<PAGE>

        20. Section Headings. The section headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect its
interpretation.

        21. Number of Days. In computing the number of days for purposes of this
Agreement, all days shall be counted, including Saturdays, Sundays and legal
holidays; provided, however, that if the final day of any time period falls on a
Saturday, Sunday or day which is a holiday in Pennsylvania, then such final day
shall be deemed to be the next day which is not a Saturday, Sunday or legal
holiday.

        22. Specific Enforcement; Extension of Period.

            (a) Employee acknowledges that the restrictions contained in
Sections 6, 7, and 8 hereof are reasonable and necessary to protect the
legitimate interests of the Company and its affiliates and that the Company
would not have entered into this Agreement in the absence of such restrictions.
Employee also acknowledges that any breach by him of Sections 6, 7, or 8 hereof
will cause continuing and irreparable injury to the Company for which monetary
damages would not be an adequate remedy. The Employee shall not, in any action
or proceeding to enforce any of the provisions of this Agreement, assert the
claim or defense that an adequate remedy at law exists. In the event of such
breach by Employee, the Company shall have the right to enforce the provisions
of Sections 6, 7, and 8 of this Agreement by seeking injunctive or other relief
in any court, and this Agreement shall not in any way limit remedies of law or
in equity otherwise available to the Company. If an action at law or in equity
is necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to recover, in addition to any other relief, reasonable
attorneys' fees, costs and disbursements. In the event that the provisions of
Sections 6, 7, or 8 hereof should ever be adjudicated to exceed the time,
geographic, or other limitations permitted by applicable law in any applicable
jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to the maximum time, geographic, or other limitations permitted by applicable
law.

            (b) In the event that Employee shall be in breach of any of the
restrictions contained in Section 8 hereof, then the Restricted Period shall be
extended for a period of time equal to the period of time that Employee is in
breach of such restriction.

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

                                      -14-
<PAGE>

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


ATTEST:                                     OWOSSO MOTOR GROUP, INC.


By:                                         By:/s/ George B. Lemmon, Jr.
   --------------------------                  -------------------------
   Title:                                      Title:


[CORPORATE SEAL]


                                            /s/ Michael Koepke
                                            ----------------------------
                                            Michael Koepke

                                      -15-
<PAGE>

                                   SCHEDULE A

                       EMPLOYEE BENEFITS OF MICHAEL KOEPKE


1.  Automobile: Company-owned or leased automobile of at least equal quality as
    that currently provided by Stature.

2.  Vacation: Five (5) weeks paid vacation per year, subject to such increases
    as the Board of Directors of the Company shall determine. Vacation may be
    taken at mutually agreeable times within the first year of employment

3.  Major medical and hospitalization insurance: Such coverage as is provided to
    executives of the Company and the Company's affiliates.

4.  Expense Reimbursement: Payment or reimbursement of all reasonable travel and
    other expenses incurred by the Employee in connection with the performance
    of the services under this Agreement, upon presentation of expense
    statements or vouchers and such other supporting information as the Company
    may from time to time request; provided that, the Employee complies with all
    applicable Company policies relating to reimbursement for travel and other
    expenses; and further provided, that the amount available for such travel
    and other expenses may be fixed in advance by the Board of Directors of the
    Company.

5.  Benefit Plans: The right to participate in all other employee benefit plans
    available to executives of the Company and the Company's affiliates.

6.  Life Insurance: Such coverage as is provided to executives of the Company
    and the Company's affiliates.

7.  Disability Insurance: The Company shall provide the same disability
    insurance coverage to Employee as the Employee had immediately prior to
    Closing.

                                      A-1

</TEXT>
</DOCUMENT>
