Woods Equipment
                                   Company

                                   6944 Newburg Road
                                   Rockford, Illinois 61108

                                   815-732-2141 tel
                                   815-38l-6046 fax

December 13.2000

Mr. Edward R. Olson
Ed Olson Consulting Group, Ltd.
P.O. Box 3798
Reston, VA 20195

          Re: Consulting Agreement

 Dear Ed:

          This Letter Agreement sets forth the terms and conditions under which
Edward R. Olson ("Ed"), through Ed Olson Consulting Group, Ltd. ("Olson
Consulting"), agrees to provide management and consulting services to Woods
Equipment Company, a Delaware corporation, and its subsidiaries and affiliates
("Woods").

Services:

          Ed will personally provide such services to Woods as reasonably
requested by Woods. The commencement date for such services shall be November
20, 2000. Ed agrees to provide his services for a minimum of one year and Woods
agrees to retain Ed to perform the services for a minimum of one year. For these
services, Olson Consulting will be paid a fee of $30,000 per month (or the pro
rata share of a partial month), due upon Woods' receipt of the Olson Consulting
invoice. Olson Consulting will be reimbursed for Ed's reasonable out-of-pocket
costs, due upon Woods' receipt of the Olson Consulting invoice. Ed will report
directly to the Board of Directors of Woods.

Management Position & Directorship:

          Ed will be appointed to the Board of Directors and will be elected
Chairman of the Board of both Woods and WEC Company. He will hold such positions
until the Agreement is terminated or the parties otherwise agree.


Edward R. Olson
December 13, 2000
Page 2 of 3


Indemnification:

          Woods agrees to indemnify Olson Consulting and hold Olson Consulting,
its principals, officers and employees, harmless from all costs, expenses,
damages, claims, and legal fees which may be incurred by, asserted against Ed or
Olson Consulting on account of any matters arising out of Ed's performance
provided that Ed acted in good faith and in a manner he reasonably believed to
be in the best interests of Woods.

Confidentiality:

          Ed and Olson Consulting agree to hold in confidence and not use,
publish, disclose or utilize in any manner, except as required for the
performance of the services or by law, any trade secret, confidential
proprietary information of Woods. Such information shall not include information
which is or becomes available to the public other than as a result of a
disclosure by Ed or Olson Consulting or is or becomes available to either on a
non-confidential basis from a source other than Woods.

Independent Contractors:

          All parties agree that Ed and Olson Consulting are independent
contractors for tax, insurance, workers' compensation, and all other purposes
and are not employees of Woods.

Termination:

          This Agreement may be terminated without cause by either party upon
A20 days' advance written notice given to the other party on or after July 20,
2001. In the event that Ed becomes unable to personally provide the services,
this Agreement shall terminate 120 days after the date on which Ed becomes
unable to provide the services.

Very truly yours,
Woods Equipment Company

Paul R. Wood
Vice President & Secretary

                     [The next page is the signature page]


Edward R. Olson
December 13, 2000
Page 3 of 3


                              Agreed:

                              Ed Olson Consulting Group, Ltd.



                              By:   /s/ Edward R. Olsen, President
                                  -------------------------------------
                                    Edward R. Olsen