EMPLOYMENT AGREEMENT

	THIS AGREEMENT is made and entered into this ____ day of
__________, 2001, by and between Cycle Country Accessories
Corporation, an Iowa Corporation, (hereinafter referred to as the
Corporation) and Jimmy D. Danbom, of Marco Island, Florida,
(hereinafter referred to as Danbom).
	WHEREAS, Danbom has been a major stockholder, executive employee,
and board member, since the inception of Cycle Country Accessories
Corporation; and
	WHEREAS in 1996 Danbom ceased his duties as general manager of
the Corporation and as a fulltime employee of the Corporation but has
continued as an officer, director and executive employee on an "as
needed limited basis" since that time; and
	WHEREAS, the Corporation desires to insure itself of the
continued services of Danbom as a member of its Board of Directors,
and as an employee and an advisory managerial and development
capacity, for a minimum of three (3) years from the date of this
agreement on the terms and conditions set forth herein; and
	WHEREAS, Danbom is willing to accept and undertake such
employment.
	NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND MUTUAL
COVENANTS HEREIN SET FORTH, THE CORPORATION AND DANBOM AGREE AS
FOLLOWS:


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        1.      Employment.  The Corporation agrees to and does hereby
employ Danbom and Danbom agrees to and does hereby accept employment
by the Corporation, in an "as needed" consulting basis in a managerial
and research and development capacity, for a minimum of a three (3)
year period commencing on the ____ day of ___________, 2001 to the
____ day of ____________, 2004.  It is understood between the parties
that for the majority of this time, Danbom will not be expected to be
physically present to perform these duties and that these duties will
be performed through telephone, facsimile, and e-mail communications
between the parties.
        2.      Election to Other Posts.  The Corporation agrees that
during the term of his employment, Danbom will be elected to serve on
the Board of Directors of the Corporation and will receive as a
director of the Corporation identical compensation and benefit as is
received by the other directors of the Corporation.
        3.      Compensation.   For all services to be rendered hereinunder
by Danbom except his duties as a Board of Director, the Corporation
will pay Danbom:
               (a)     Basic Current Compensation.  Danbom will receive
                       during the term of his employment, basic current
                       compensation at the rate of $75,000.00 per annum.
                       Said amount shall be paid in equal weekly
                       installments.
               (b)     Fringe Benefits.

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               (1)     Health Insurance.  Danbom shall receive full
                       health insurance benefits, including family
                       coverage.
               (2)     Motor Vehicle.  The Corporation shall supply
                       Danbom with a motor vehicle suitable for use as
                       an executive vehicle.  The Corporation shall
                       further reimburse Danbom for all reasonable
                       expenses, including fuel, repairs, insurance,
                       etc.
               (3)     Sick Pay and Holidays.  Danbom shall receive sick
                       pay and holidays as are in effect for all other
                       employees.
               (4)     Death.  In the event of the death of Danbom, all
                       compensation shall terminate at the expiration of
                       the month of his death.
        4.      Termination of Employment Agreement.  In the event that
Danbom shall wish to voluntarily terminate this agreement, he shall
give 30 days written notice to the Corporation of his intent to
terminate this agreement.  At the time of said termination, all
compensation which Danbom is receiving pursuant to this Agreement
shall cease.
        5.      Inventions.  Purchaser agrees, so long as Danbom is employed
hereunder, any and all inventions, whether patentable or not,
developed by him during the period of employment, and pertaining to
the general lines of the products of the Corporation, shall be his

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sole property.  Danbom agrees to negotiate in good faith the sale of any
said inventions to the Corporation and should such negotiations not result
in an agreement between parties, Danbom hereby grants the Corporation  a
right of first refusal.  Should Danbom receive a bona fide written offer
from a third party to acquire said invention, which Danbom plans to accept,
then he shall immediately give written notice to the Corporation together
with a copy of said Offer and the Corporation shall have 30 days from
receipt of said Notice to match its terms and acquire said invention from
Danbom.
        6.      Covenant Not to Compete.   Danbom agrees that he will not
compete with the Corporation, directly or indirectly, as an officer,
principal stockholder, agent, employee or otherwises, either alone or
in association with other persons, firms, corporations, in any place
within or without the United States of America, regarding the
production, manufacture, sale, or distribution of any products similar
to those produced, manufactured, sold or distributed by the
Corporation, except with the prior written consent of the Corporation.
This Agreement shall cover any period of time during which he is
receiving or is entitled to receive compensation hereunder and also a
period of five (5) years thereafter.  Danbom further agrees, that
during such periods, he will not disclose to any other person or
business entity, any trade secrets or other confidential information
as to the Corporation or the Corporation's processes, operations,
products or customers.
        7.      Acquisitions.  It is understood between the parties to this
Agreement that in the future Danbom may be called upon by the
Corporation to assist them in acquisitions of other companies or
product lines.  It is the intent of the parties that the terms of this
Agreement shall not apply to Danbom's involvement in such acquisitions
and that additional compensation will be negotiated between the
parties for any work Danbom is called upon to do in relation to such

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acquisitions.  It is further understood that Danbom has no obligation
to accept any duties relating to acquisitions.
        8.      Successors and Assigns.  This Agreement shall be binding
upon and inure to the benefit of the personal representatives and
successors in interest of Danbom, and any successors in interest of
the Corporation.

CORPORATION:				Cycle Country Accessories Corporation

                                                By:_________________________

                                                Title:______________________


                                                _____________________________
						Jimmy D. Danbom, Individually


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