EMPLOYMENT AGREEMENT



         This agreement, made as of this 1st day of January, 1998, by and

between M-tron Industries, Inc., a South Dakota corporation, having its

principal place of business in Yankton, South Dakota, hereinafter referred to as

the "Employer", and Robert Jenks, of Yankton, South Dakota, hereinafter referred

to as "Employee."



         WHEREAS, the parties hereto have negotiated a mutually satisfactory

arrangement for the continued employment of the Employee by the Employer; NOW

THEREFORE, in consideration of the mutual covenants hereinafter set forth, the

parties hereto agree as follows:



1.       EMPLOYMENT. The Employer hereby employs the Employee to act as a Senior

         Vice President of the Employer with primary responsibility for

         manufacturing, operations and engineering of Employer and such other

         duties consistent with his position as may be determined and assigned

         to him by the President of the Employer. Employee hereby accepts such

         employment and agrees to devote all of his time and efforts to the

         performance of his duties as a Senior Vice President and to the

         performance of such other duties consistent with his position as are

         assigned to him from time to time by the President of the Employer.

         Employee shall perform all duties



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         assigned to him in a satisfactory manner and employment hereunder shall

         continue only so long as the performance of such duties is and remains

         satisfactory. Employee shall obey all rules, regulations and policies

         of Employer including, without limitation, those set out in the

         Salaried Employees Handbook which Employee acknowledges having read.







2.       TERM. The term of this agreement shall be 3 years commencing on the

         date first above written. Employer may terminate this agreement at any

         time by giving thirty (30) days written notice to the Employee. If such

         termination by Employer is not for "Just Cause", death, or disability,

         Employer will continue to pay Employee's then current salary and

         medical insurance payments for a period of six months. In this

         agreement, the term "Just Cause" shall include: (i) willful or gross

         neglect of the duties for which Employee has been engaged and retained;

         (ii) the continued failure of Employee to devote his time and attention

         to the Employer; (iii) the commission by Employee of a misappropriation

         or embezzlement in the performance of his duties for the Employer; (iv)

         the commission by Employee of a felony or crime involving moral

         turpitude; or (v) the breach by Employee of any of the covenants and

         obligations contained in this agreement or any other agreement or

         instrument applicable to Employee.



3.       COMPENSATION. As compensation for the services rendered by





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         the Employee, the Employer agrees to pay the Employee a base salary to

         be established from time to time by the Employer's Board of Directors

         or President at an annual rate of not less than $120,000 until the

         termination of this agreement, such basic salary to be paid to the

         Employee in equal semi-monthly installments.



                  Nothing contained in this agreement shall prevent the Employer

         from at any time paying the Employee additional compensation in the

         form of bonuses in the event the President of the Employer shall deem

         it advisable so to do in order fully to compensate the Employee for his

         services to the Employer, but nothing herein contained shall obligate

         the Employer to pay such additional compensation.



4.       EMPLOYER STOCK.



         (a)(i)   Effective as of January 1, 1998, Employee shall purchase from

                  Lynch Manufacturing Corporation 10 shares (the "Shares") of

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