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Employment And Consulting Agreement

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August 31, 1989


Agreement dated as of the 15th day of October 1989, between The Hydraulic Company ("THC") and William S. Warner ("Warner").

WHEREAS, Warner has been continuously employed by the Company since 1948, and is currently employed by THC as Chairman and Chief Executive Officer and a member of THC's Board and as Chairman and Chief Executive Officer of Bridgeport Hydraulic Company ("BHC") and a member of its Board and as Chairman and Director of Main Street South Corporation, Chairman and Director of Hydrocorp and Director of Timco, Inc. and Stamford Water Company (the "Companies"); and

WHEREAS, Warner has reached retirement age on the date hereof; and

WHEREAS, Warner has gained extensive, unique and valuable knowledge and experience concerning the business of THC, BHC and the Companies which THC, BHC and the Companies desire to utilize in transitioning to new management from the date hereof until January 1, 1990 and thereafter during the term of this agreement; and

WHEREAS, Warner is willing to continue serving in his present capacities with THC, BHC and the Companies through December 31,1989 and, commencing January 1, 1990 to continue serving as a Director of THC and to provide consulting services to THC concerning the businesses of THC, BHC and the Companies as an independent contractor; and THC desires to retain such employment and consulting services of Warner;

NOW, THEREFORE, THC and Warner agree as follows:

1. Continued Employment. Consulting Services. Directorship. THC agrees to employ Warner, and Warner agrees to continue serving in his present capacities with THC, BHC and the Companies, through December 31, 1989 ("Employment Term") as a full-time employee pursuant to the terms of Warner's existing employment agreement dated as of January 1, 1985 with THC, which is incorporated herein by reference and made a part hereof. Effective January 1, 1990 THC hereby retains Warner's consulting services under this agreement and Warner hereby agrees to render services to THC as provided herein, from January 1, 1990 to December 31, 1996 ("Consulting Term"). During the Consulting Term, Warner agrees to accept renomination and election to the Board of Directors of THC by the shareholders of THC.


2. Scope of Services. During the Consulting Term Warner shall act as a business consultant to THC concerning the businesses of THC, BHC and the Companies. Such consulting services shall be provided at the times and in the manner requested by the Chief Executive Officer of THC and agreed to by Warner, it being expressly understood that Warner will be under no obligation to render any specific number of hours of service, and shall render only such services as he shall in good faith determine to be appropriate. It is anticipated that Warner will devote not more than 25% of his available time to providing consulting services pursuant to this agreement, and it is agreed that the payments required of THC hereunder shall be due and payable regardless of whether Warner in fact is called upon to provide any services hereunder.

3. Independent Contractor Status. It is agreed that Warner shall, at the conclusion of his employment on December 31, 1989 and thereafter during the Consulting Term of this agreement, act as an independent contractor and not as an employee of THC. Accordingly, Warner will not be eligible on account of his services as a consultant, for participation i
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