Vice President - Marketing and Business Development - Employment Agreement With Patric Wiesmann

EMPLOYMENT AGREEMENT


This Employment Agreement ("Agreement") is made this 28th day of April, 1997, by and between Mackie Designs Inc., a Washington corporation ("Mackie"), and Patric Wiesmann ("Wiesmann").


In consideration of the promises and mutual covenants set forth in this Agreement, Mackie and Wiesmann promise and agree as follows:


1. TERM OF EMPLOYMENT. Mackie hereby employs Wiesmann, and Wiesmann hereby accepts employment with Mackie, for a period commencing January 6, 1997, and continuing until terminated as set forth in Section 5 of this Agreement.


2. SCOPE OF DUTIES.


2.1 DUTIES. Wiesmann shall serve as Vice President - Marketing and
Business Development, with principal responsibility for overseeing Mackie's
domestic and international sales efforts. Wiesmann shall have such other
and further responsibilities, duties and goals as are established for him
from time to time by Mackie's Chief Operating Officer, Chief Executive
Officer or Board of Directors. Wiesmann shall report directly to Mackie's
Chief Operating Officer and, upon request, to Mackie's Chief Executive
Officer and/or Board.


2.2 FACILITIES AND STAFF.Wiesmann will be furnished with such facilities,
services, staff and working conditions, consistent with Mackie's current
practices, as are suitable to his position and adequate for the performance
of his duties.


2.3 FULL TIME AND ATTENTION. Wiesmann will loyally and conscientiously
devote substantially all of his business and professional time, attention
and energies (exclusive of periods of sickness and disability and such
normal holiday and vacation periods as have been established by Mackie) to
the affairs of Mackie. Notwithstanding the above:


2.3.1 Wiesmann may expend a reasonable amount of time for educational,
professional or charitable activities; and,


2.3.2 This Agreement shall not be interpreted to prohibit Wiesmann
from making passive personal investments or conducting private
business affairs, as long as those activities do not materially
interfere with the services required under this Agreement.


2.4 COMPETITIVE ACTIVITIES. During the term of his employment, Wiesmann
shall not, directly or indirectly, either as an officer, director,
investor, employee, consultant, agent, independent contractor, principal,
partner, shareholder, or in any other capacity whatsoever, engage or
participate in any business activities or business entity which is, in any
way, competitive with any of the business of Mackie.


2.5 INDEMNIFICATION AND INSURANCE. During the entire term of his
employment, Wiesmann will receive the full benefit of the indemnification
provisions for officers and directors that are then contained in Mackie's
Articles of Incorporation and Bylaws, and shall be a named insured under
Mackie's Director's and Officer's liability insurance policy, as such
indemnification provisions and insurance policies are in effect from time
to time.


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2 3. COMPENSATION AND EXPENSES.


3.1 COMPENSATION. During the term of this Agreement, Mackie will pay
Wiesmann as follows:


3.1.1 An initial base salary of $150,000 per year, payable at such
times and in such increments as are consistent with Mackie's usual
policies. Any proposed annual salary increase and any salary decrease
will be determined by the Board; provided that Wiesmann's salary shall
never be less than that set forth above; and,


3.1.2 Wiesmann shall be a member of any bonus pool maintained by
Mackie from time to time on behalf of senior management. Wiesmann's
initial target bonus for the year 1997 within such pool shall be
$150,000. The bonus plan is established annually by the Compensation
Committee of the Board, with the goals and criteria adjusted from time
to time as the Compensation Committee determines in its sole
discretion, and Wiesmann's right of membership in the bonus pool shall
give him no vested rights in any particular criteria or amounts
allocated to the bonus pool (other than his initial target bonus for
the year 1997).


3.2 STOCK OPTIONS. Wiesmann shall receive 150,000 incentive stock options
per Mackie's Amended and Restated 1995 Stock Option Plan (`Plan"), at a
price equal to the price quoted on the listed exchange for such stock as of
the close of business on April 28, 1997. All of Wiesmann's options shall be
subject to, and vest in accordance with, the terms and conditions of the
Plan; provided that, notwithstanding the vesting schedule contained in the
Plan, vesting of the following specified percentages of any unvested
portions of Wiesmann's options will accelerate to 100% immediately upon
Mackie's attainment of any one of the following goals:


3.2.1 40% of the then unvested portion of such options will vest on
the last day of any calendar quarter ("Measurement Day") in which
Mackie's earnings per share, measured over the 4 consecutive calendar
quarters ending on the Measurement Day, equal or exceed $1.08.
Increases in earnings per share resulting from repurchases by Mackie
of its common shares will not be considered in determining whether
this goal has been achieved. The amount of sales derived from business
entities acquired by Mackie between the date of this Agreement and the
Measurement Day will not be considered in determining whether this
goal has been achieved.


3.2.2 30% of the then unvested portion of such options will vest on
any Measurement Day, if the operating income margin reaches an average
of 16.5% measured over the 4 consecutive calendar quarters ending on
the Measurement Day. The operating income margin shall be determined
without regard to the operations of any business entity acquired by
Mackie during this period. The term "operating income margin" shall
have that meaning as is ascribed to it by generally accepted
accounting practices (GAAP), consistently applied.


3.2.3 30% of the then unvested portion of such options will vest on
any Measurement Day if the total sales of Mackie, net of returns, have
reached at least $146,471,850 measured over the 4 consecutive calendar
quarters ending on the Measurement Day. The amount of sales derived
from business entities acquired by Mackie between the date of this
Agreement and the Measurement Day will not be considered in
determining whether this goal has been achieved.


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3.2.4 Unless otherwise agreed between the CEO and Wiesmann, the issue
of whether any of the above goals has been attained will be determined
in accordance with Mackie"s regularly prepared, internal financial
statements as prepared in accordance with GAAP, consistently applied
over the periods in question; provided, that if the Measurement Day is
December 31 of any year, the attainment of such goals will be
determined in accordance with the final audited statements for the
fiscal year in question.


3.2.5 In the event of a "Change in Control," as that term is defined
in the Plan, any of Wiesmann's options or portions of such options
outstanding as of the date such Change in Control is determined to
have occurred that are not yet fully vested on such date shall become
immediately exercisable in full.


3.3 EXPENSES. Mackie will reimburse Wiesmann for all reasonable travel,
entertainment and miscellaneous expenses incurred in connection with the
performance of his duties under this Agreement. Such reimbursement will be
made in accordance with general policies and procedures of Mackie in effect
from time to time relating to reimbursement.


3.5 TAXES AND WITHHOLD ...