LARRY D. EDWARDS
 
 
                            EMPLOYMENT AGREEMENT
 
 
      This EMPLOYMENT AGREEMENT (this "Agreement") is dated as of May 1, 2002
(the "Effective Date"), by and between Global Power Equipment Group Inc., a
Delaware corporation (the "Company"), and Larry D. Edwards (the "Executive").
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to such terms in Section 1 of this Agreement.
 
      WHEREAS, the Company and the Executive desire to enter into an agreement
regarding the employment by the Company of the Executive effective as of the
Effective Date, which agreement shall supersede the Executive's current
Employment Agreement, dated as of August 1, 2000, among the Company (as
successor by merger to GEEG Holdings, L.L.C., a Delaware limited liability
company (the "Predecessor Company")), Braden Manufacturing, L.L.C., a Delaware
limited liability company, and the Executive (the "Old Employment Agreement");
and
 
      WHEREAS, the Executive is entrusted with knowledge of the particular
business methods of the Company and its Subsidiaries and is trained and
instructed in the particular operation methods of the Company and its
Subsidiaries, and the relationship between the Company and the Executive is one
in which the Company places special trust and confidence in the Executive.
 
      NOW, THEREFORE, in consideration of employment and in further
consideration of these mutual covenants and agreements, the parties hereto, each
intending to be bound, covenant and agree as follows:
 
      1.    Definitions.  As used herein, the following terms shall have
the following meanings:
 
            "Additional Employment Term" has the meaning set forth in Section
      2(d)(i) of this Agreement.
 
            "Affiliate" means, when used with reference to a specified Person,
      any Person that directly or indirectly controls or is controlled by or is
      under common control with the specified Person. As used in this
      definition, "control" (including, with its correlative meanings,
      "controlled by" and "under common control with") shall mean possession,
      directly or indirectly, of power to direct or cause the direction of
      management or policies (whether through ownership of securities or
      partnership or other ownership interests, by contract or otherwise). With
      respect to any Person who is an individual, "Affiliates" shall also
      include, without limitation, any member of such individual's Family Group.
 
            "Base Salary" has the meaning set forth in Section 2(c)(i) of this
      Agreement.
 
            "Benefits" has the meaning set forth in Section 2(c)(ii) of this
      Agreement.
<PAGE>
            "Board" means the Company's Board of Directors.
 
            "Bonus" means awards under the MIC Plan or a New MIC Plan.
 
            "Bonus Year" means an annual bonus period under the MIC Plan or a
      New MIC Plan.
 
            "Businesses" has the meaning set forth in Section 5(a) of this
      Agreement.
 
            "Cause" means the occurrence of any one of the following as
      determined by the Board: (i) a material breach of the Executive's
      covenants under Section 4 or Section 5 of this Agreement; (ii) the
      commission by the Executive of a felony, or any crime involving theft,
      dishonesty or moral turpitude; (iii) the commission by the Executive of
      act(s) or omission(s) which are willful and deliberate acts intended to
      harm or injure the business, operations, financial condition or reputation
      of the Company or any Affiliate of the Company; (iv) the Executive's
      disregard of the directives of the Board; (v) the Executive's drunkenness
      or use of drugs which interferes with the performance of the Executive's
      duties under this Agreement, which drunkenness or use of drugs continues
      after receipt of notice to the Executive from the Company of his violation
      of this provision; or (vi) any attempt by the Executive to secure any
      personal profit in connection with the business of the Company unless
      given prior written approval by unanimous consent of the Board.
 
            "Confidential Information" has the meaning set forth in Section
      4(a)(i) of this Agreement.
 
            "Disability" means the inability, due to illness, accident, injury,
      physical or mental incapacity or other disability, of the Executive to
      carry out effectively his duties and obligations to the Company or to
      participate effectively and actively in the management of the Company for
      a period of at least 90 consecutive days or for shorter periods
      aggregating at least 150 days (whether or not consecutive) during any
      twelve-month period, as determined in the judgment of the Board.
 
            "Effective Date" means May 1, 2002.
 
            "Employment Period" has the meaning set forth in Section 2(d)(ii) of
      this Agreement.
 
            "Employment Term" has the meaning set forth in Section 2(d)(i) of
      this Agreement.
 
            "Family Group" means, with respect to any Person who is an
      individual: (i) such Person's spouse, former spouse and descendants
      (whether natural or adopted), parents and their descendants and any spouse
      of the foregoing persons (collectively, "relatives") or (ii) the trustee,
      fiduciary or personal representative of such Person and any trust solely
      for the benefit of such Person and/or such Person's relatives.
 
                                       2
<PAGE>
            "Geographical Area" has the meaning set forth in Section 5(a) of
      this Agreement.
 
            "Good Reason" for resignation by the Executive means his resignation
      because of: (i) a reduction in the annual base salary of the Executive, a
      material reduction in the employee benefits granted to the Executive, or a
      reduction in the Executive's percentage participation in the MIC Plan
      prior to the approval and adoption of a New MIC Plan or a reduction in the
      Executive's percentage participation in any New MIC Plan from the
      percentage previously awarded to the Executive if and when a New MIC Plan
      is approved and adopted, (ii) a material modification to the MIC Plan as
      in effect on the date hereof which adversely affects the determination of
      the Executive's bonus with respect to the 2002 calendar year or thereafter
      if the MIC Plan continues to be in effect for any calendar year after the
      2002 calendar year unless such modification is generally applicable to all
      participants in the MIC Plan and such modification has been approved by
      (x) if the Board has less than three Management Board Members, then all
      such Management Board Members or (y) if the Board has three or more
      Management Board Members, then any two of such Management Board Members,
      (iii) a material modification to a New MIC Plan, which modification
      adversely affects the determination of the Executive's bonus for any
      calendar year for which such New MIC Plan is applicable, unless such
      modification is generally applicable to all participants in the New MIC
      Plan and such modification has been approved by (x) if the Board has less
      than three Management Board Members, then all such Management Board
      Members or (y) if the Board has three or more Management Board Members,
      then any two of such Management Board Members, (iv) a requirement that the
      Executive be based at any office or location more than 50 miles from
      Tulsa, Oklahoma, (v) a removal of the Executive as Chief Executive Officer
      and President of the Company by action of the Board, or (vi) an
      assignment, by action of the Board, to the Executive of any duties and
      responsibilities that are substantially inconsistent with or materially
      diminish the Executive's position, in each case, other than with the
      consent of the Executive.
 
            "Initial Employment Period" has the meaning set forth in Section
      2(d)(i) of this Agreement.
 
            "Management Board Member" means any member of the Board who is also
      a full-time employee of the Company or any of its Subsidiaries.
 
            "MIC Plan" means the Company's and its Subsidiaries' Management
      Incentive Compensation Plan for the 2002 calendar year and thereafter
      until a New MIC Plan is approved and adopted.
 
            "New MIC Plan" means the Company's and its Subsidiaries' Management
      Incentive Compensation Plan approved and adopted by the Board to be
      effective for any calendar year after 2002.
 
            "Noncompete Period" has the meaning set forth in Section 5(a) of
      this Agreement.
 
                                       3
<PAGE>
            "Old Employment Agreement" has the meaning set forth in the first
      WHEREAS clause of this Agreement.
 
            "Person" means an individual, a partnership, a corporation, an
      association, a limited liability company, a joint stock company, a trust,
      a joint venture, an unincorporated organization or a governmental entity
      or any department, agency or political subdivision thereof.
 
            "Post-Termination Period" has the meaning set forth in Section 5(a)
      of this Agreement.
 
            "Predecessor Company" means GEEG Holdings, L.L.C.
 
            "Subsidiary" means, with respect to any Person, any corporation,
      partnership, limited liability company, association or other business
      entity of which (i) if a corporation, a majority of the total voting power
      of shares of stock entitled (without regard to the occurrence of any
      contingency) to vote in the election of directors thereof is at the time
      owned or controlled, directly or indirectly, by that Person or one or more
      of the other Subsidiaries of that Person or a combination thereof, or (ii)
      if a partnership, limited liability company, association or other business
      entity, a majority of the partnership or other similar ownership interest
      thereof is at the time owned or controlled, directly or indirectly, by any
      Person or one or more Subsidiaries of that Person or a combination
      thereof. For purposes hereof, a Person or Persons shall be deemed to have
      a majority ownership interest in a partnership, limited liability company,
      association or other business entity if such Person or Persons shall be
      allocated a majority of partnership, limited liability company,
      association or other business entity gains or losses or shall be or
      control the managing director, manager or a general partner of such
      partnership, limited liability company, association or other business
      entity.
 
            "Termination Date" means the date that the Executive ceases to be
      employed by the Company or any of its Subsidiaries for any reason.
 
            "Work Product" has the meaning set forth in Section 3 of this
      Agreement.
 
      2.    Employment.
 
            (a) Employment. The Company agrees to employ the Executive, and the
      Executive hereby accepts employment with the Company, upon the terms and
      conditions set forth in this Agreement for the Employment Period (as
      herein defined).
 
            (b)   Positions and Duties.
 
                  (i) Commencing on the date hereof and continuing during the
            Employment Period, the Executive shall serve as an employee and the
            Chief Executive Officer and President of the Company under the
            supervision and direction of the Board and shall have the normal
            duties, responsibilities and
 
                                       4
<PAGE>
            authority of a Chief Executive Officer and President of a
            corporation and such other duties as shall be assigned to the
            Executive by the Board from time to time.
 
                  (ii) The Executive shall devote his best efforts and his full
            business time and attention (except for permitted vacation periods
            and reasonable periods of illness or other incapacity which does not
            constitute Disability) to the business and affairs of the Company.
            The Executive shall perform his duties and responsibilities to the
            best of his abilities in a diligent, trustworthy, businesslike and
            efficient manner. The foregoing shall not preclude the Executive
            from devoting reasonable time to civic and charitable affairs and
            with the consent of the Board serving on a maximum of two boards of
            for-profit entities other than the Board or the board of directors
            of any Subsidiary of the Company, provided that such activities do
            not interfere in any material respect with the performance of his
            duties hereunder. The Executive shall perform all services in
            accordance with the policies, procedures and rules established by
            the Company. In addition, the Executive shall comply with all laws,
            rules and regulations that are generally applicable to the Company,
            its Subsidiaries and their employees, directors and officers.
 
            (c)   Base Salary and Benefits.
 
                  (i) Base Salary. During the Employment Period, the Executive's
            base salary shall be in an amount set by the Board, but under no
            circumstances will be less than $429,690 per annum (the "Base
            Salary"), which salary shall be paid by the Company in regular
            installments in accordance with the Company's general payroll
            practices and shall be subject to customary withholding. On an
            annual basis, the Board shall review and determine the
            appropriateness of an increase in the Base Salary as in effect as of
            the date of such review.
 
                  (ii) Benefits. During the Employment Period, in addition to
            the Base Salary payable to the Executive pursuant to Section 2(c)(i)
            hereof, the Executive shall be entitled to participate in the
            following employee benefit programs, plans and policies
            (collectively, the "Benefits"):
 
                        (A) The employee benefit programs (including, but not
                  limited to, option plans and benefit programs which provide
                  group pension, life and health insurance and other medical
                  benefits) that the Company, with the approval of the Board,
                  now or hereafter makes available generally to its management
                  as well as the employee benefits listed on Exhibit A hereto;
                  provided that any awards under any option plans shall be set
                  by the Board, in its sole discretion;
 
                        (B) During calendar year 2002 and thereafter, the MIC
                  Plan or any New MIC Plan, with any awards thereunder to be set
                  by the Board at a level of no less than a 75% target bonus
                  (with the actual bonus ranging from 0% to 200% of such
                  target), it being understood and agreed that if
 
                                       5
<PAGE>
                  the MIC Plan or a New MIC Plan is not in place during any
                  calendar year, the Executive will have substantially the same
                  bonus opportunities as existed under the MIC Plan or a New MIC
                  Plan during the prior calendar year;
 
                        (C) The Company's Leased Automobile Policy (including
                  without limitation payment or reimbursement of fuel expenses,
                  maintenance expenses and license tag fees); and
 
                        (D) The Company's Club Membership Policy (including
                  without limitation payment of an initiation fee and the
                  monthly fees of a country club located in Oklahoma of the
                  Executive's choice and payment of the monthly fees of a marina
                  club located in Oklahoma of the Executive's choice).
 
                  (iii) Expenses. The Company shall reimburse the Executive for
            all reasonable and necessary business expenses incurred by the
            Executive in performing his duties under this Agreement which are
            consistent with the Company's policies in effect from time to time
            with respect to travel, entertainment and other business expenses
            subject to the Company's receipt of supporting documentation in
            accordance with the Company's customary reporting and documentation
            provisions.
 
            (d)   Term.
 
                  (i) This Agreement is an employment contract for a term of
            three (3) years beginning as of the Effective Date and ending on the
            third anniversary of the Effective Date (the "Initial Employment
            Term"). At the end of the Initial Employment Term, and at the end of
            each Additional Employment Term (as herein defined), unless the
            Company (with the approval of the Board) has provided the Executive
            with at least sixty (60) days advance written notice, so long as the
            Executive continues to be employed by the Company, this employment
            contract shall automatically renew for a term of one (1) year (each
            such additional term, an "Additional Employment Term"). The Initial
            Employment Term and each Additional Employment Term shall be
            referred to herein as an "Employment Term." Notwithstanding the
            foregoing, each Employment Term is subject to early termination (x)
            by reason of the Executive's death or Disability, (y) by resolution
            of the Board with or without Cause, or (z) upon the Executive's
            voluntary resignation with or without Good Reason. For all purposes
            under this Agreement, a delivery of a notice by the Company to the
            Executive pursuant to this Section 2(d)(i) to avoid an Additional
            Employment Term shall be treated as if an Employment Term has been
            terminated early by resolution of the Board without Cause.
 
                  (ii) The period of the Initial Employment Term together with
            each Additional Employment Term, if any, shall be referred to herein
            as the
 
                                       6
<PAGE>
            "Employment Period." Notwithstanding any termination of the
            Executive's employment by the Company (such termination, an
            "Employment Termination"), this Agreement shall remain a valid and
            enforceable contract between the parties, including without
            limitation Sections 3, 4 and 5 hereof.
 
            (e)   Employment Termination.
 
                  (i) If any Employment Term is terminated early by resolution
            of the Board with Cause or by reason of the Executive's voluntary
            resignation without Good Reason, then the Executive shall be
            entitled to receive only all previously earned and accrued but
            unpaid Base Salary and vacation time up to the date of the
            Employment Termination (and not any accrued but unpaid Bonus as of
            the date of the Employment Termination).
 
                  (ii) If any Employment Term is terminated early by reason of
            the Executive's death or Disability, then the Executive shall be
            entitled to receive only (x) all previously earned and accrued but
            unpaid Base Salary and vacation time up to the date of the
            Employment Termination, (y) if the date of the Employment
            Termination is 3 months after the commencement of a Bonus Year, then
            a portion of the Bonus earned by the Executive during such Bonus
            Year in which such termination occurs determined on a pro rated
            basis based on the number of days of the applicable Bonus Year prior
            to the date of the Employment Termination as compared to the number
            of days in such Bonus Year, which payment will be made when such
            Bonus for such Bonus Year would otherwise be payable and (z) any
            Bonus earned by the Executive during any Bonus Year which ended
            prior to the date of the Employment Termination and which has not
            been paid as of such date, which payment will be made when such
            Bonus for such Bonus Year would otherwise be payable.
 
                  (iii) If any Employment Term is terminated early by reason of
            the Executive's voluntary resignation with Good Reason or by
            resolution of the Board without Cause, then, subject to the last
            sentence of this section (iii), the Executive shall be entitled to
            receive only the following: (v) all previously earned and accrued
            but unpaid Base Salary and vacation time up to the date of the
            Employment Termination, (w) his Base Salary and the Benefits marked
            on Exhibit A with an "#" for the twelve-month period beginning on
            the date of the Employment Termination; provided, however, that such
            twelve-month period shall be extended until the date on which the
            Initial Employment Term would have ended if more than twelve months
            remained in the Initial Employment Term on the date of the
            Employment Termination; provided, further, that in lieu of providing
            such benefits, the Company may elect to pay to the Executive the
            cost of premiums for such benefits, (x) the Benefits referred to in
            Section 2(c)(ii)(C) hereof for the three-month period beginning on
            the date of the Employment Termination, (y) if the date of the
            Employment Termination is 3 months after the commencement of a Bonus
            Year, then a portion of the Bonus earned by the Executive during
            such Bonus Year in which such termination occurs determined
 
                                       7
<PAGE>
            on a pro rated basis based on the number of days of the applicable
            Bonus Year prior to the date of the Employment Termination as
            compared to the number of days in such Bonus Year, which payment
            will be made when such Bonus for such Bonus Year would otherwise be
            payable and (z) any Bonus earned by the Executive during any Bonus
            Year which ended prior to the date of the Employment Termination and
            which has not been paid as of such date, which payment will be made
            when such Bonus for such Bonus Year would otherwise be payable.
            Notwithstanding these payments or benefits, the period for which the
            Executive is entitled to health care continuation coverage under
            Section 4980B of the Internal Revenue Code of 1986, as amended,
            shall begin to run on the date of the Executive's termination. As a
            condition to receiving any payments pursuant to this section
            2(e)(iii), the Executive shall execute and deliver to the Company a
            general release (with ancillary covenants not to sue and other
            similar standard provisions) of the Company and its Affiliates and
            their respective officers, directors and employees from all claims
            of any kind whatsoever arising out of the Executive's employment or
            termination thereof (including without limitation, civil rights
            claims), in such form as reasonably requested by the Company;
            provided, however, that the release will not affect any contractual
            rights the Executive may otherwise have under any stock option plans
            of the Company or option agreements thereunder; and provided further
            that the release shall not apply to any rights to which the
            Executive is entitled in accordance with plan provisions under any
            employee benefit plan or fringe benefit plan or program of the
            Company and its Affiliates.
 
                  (iv) Except as expressly provided in this Section 2(e), the
            Executive hereby agrees that upon and after the Employment
            Termination, no severance compensation of any kind, nature or amount
            (including by operation of law) shall be payable by the Company or
            any of its Subsidiaries or Affiliates to the Executive and the
            Executive hereby irrevocably waives any claim for severance
            compensation of any kind, nature or amount (including by operation
            of law).
 
                  (v) Except as expressly provided in this Section 2(e), upon
            the Employment Termination, except as required by law, all of the
            Executive's rights to Benefits hereunder (if any) shall cease.
 
                  (vi) Subject to restrictive covenants contained in Section 5
            hereof, the Executive may obtain other engagements or employment
            after the date of an Employment Termination, and any compensation
            received or receivable by the Executive shall not reduce any amounts
            which the Company is required to pay to the Executive pursuant to
            this Agreement.
 
                                       8
<PAGE>
      3. Work Product. The Executive agrees that all inventions, drawings,
improvements, developments, methods, processes, programs, designs and all
similar or related information which relates to the Company's or any of its
Subsidiaries' actual or anticipated business or research and development or
existing or future products or services and which are conceived, developed,
contributed to or made by the Executive (either solely or jointly with others)
while employed by the Company or any of its Subsidiaries ("Work Product") shall
be the sole and exclusive property of the Company or any such Subsidiary. The
Executive will promptly disclose such Work Product to the Company and perform
all actions requested by the Company (whether during or after employment) to
establish and confirm such ownership (including, without limitation,
assignments, consents, powers of attorney and other instruments).
 
      4.    Confidential Information.
 
            (a)   The Executive acknowledges:
 
                  (i) That the Work Product, artificial intelligence systems,
            information, customer lists, goodwill, observations and data
            disclosed to, developed by or obtained by him while employed by the
            Company or any of its Subsidiaries concerning the business or
            affairs of the Company or any such Subsidiary (including without
            limitation the Company's and its Subsidiaries' technology, methods
            of doing business and supplier and customer information)
            (collectively, "Confidential Information") are highly confidential
            and uniquely valuable to the Company and its Subsidiaries;
 
                  (ii)  That such Confidential Information is and shall
            continue to be the property of the Company or any such
            Subsidiary;
 
                  (iii) That the Company and each of its Subsidiaries has a
            proprietary interest in their respective Confidential Information,
            including without limitation the identity of their respective
            customers and suppliers, solicited customers, customer and supplier
            lists;
 
                  (iv) That the continued success of the Company and its
            Subsidiaries depends in large part on keeping the Confidential
            Information from becoming known to competitors of the Company and
            its Subsidiaries; and
 
                  (v)   That the Company and its Subsidiaries will be
            irreparably harmed by disclosure of any Confidential
            Information.
 
            (b)   Therefore, the Executive agrees:
 
                  (i) That, during his employment and for all times thereafter,
            except as required by law or court order, he shall not directly or
            indirectly disclose to any unauthorized person or use for his own
            account any Confidential Information without the prior written
            consent of the Company, unless and to the extent that the
 
                                       9
<PAGE>
            aforementioned matters become generally known to and available for
            use by the public other than as a result of the Executive's acts or
            omissions to act;
 
                  (ii) To use his best efforts and diligence to safeguard the
            Confidential Information and to protect it against disclosure,
            misuse, espionage, loss or theft;
 
                  (iii) That upon the Employment Termination or at any other
            time the Company may request, for whatever reason, the Executive
            shall deliver (and in the event of the Executive's death or
            Disability, his representative shall deliver) to the Company all
            computer equipment or backup files of or relating to the Company and
            its Subsidiaries, all memoranda, correspondence, customer data,
            notes, plans, records, reports, manuals, photographs, computer tapes
            and software and other documents and data (and copies thereof)
            relating to the Confidential Information, the Work Product or the
            business of the Company or any of its Subsidiaries which he may then
            possess or have under his control. If the Company requests, the
            Executive (or his representative) agrees to provide written
            confirmation that the Executive has returned all such materials to
            the Company or one of its Subsidiaries; and
 
                  (iv) That upon the Employment Termination or at any other time
            the Company may request, for whatever reason, the Executive shall
            assign all rights, title and interest in the Confidential
            Information, the Work Product, all computer equipment or backup
            files of or relating to the Company or any of its Subsidiaries, all
            memoranda, correspondence, customer data, notes, plans, records,
            reports, manuals, photographs, computer tapes and software and other
            documents and data (and copies thereof) relating to the Confidential
            Information, the Work Product or the business of the Company or any
            of its Subsidiaries which the Executive may then possess, has under
            his control, or has ever developed, obtained, or contributed to
            during his tenure with the Company.
 
      5.    Noncompete, Nonsolicitation.
 
            (a) The Executive agrees that, during the time he is employed by the
      Company or any of its Subsidiaries and during any applicable
      Post-Termination Period (as herein defined) (the "Noncompete Period"), he
      shall not directly or indirectly own, operate, manage, control,
      participate in, consult with, advise, provide services for, or in any
      manner engage in any business (including by himself or in association with
      any person, firm, corporate or other business organization or through any
      other entity) in competition with, or potential competition with, the
      businesses of the Company or any of its Subsidiaries as such businesses
      (the "Businesses") exist during the Executive's employment by the Company,
      within the United States or any other geographical area in which the
      Company or any of its Subsidiaries engages or plans to engage in the
      Businesses (the "Geographical Area"). Nothing herein shall prohibit the
      Executive from being a passive owner of not more than 2% of the
      outstanding stock of a corporation which is publicly traded, so long as
      the Executive has no active participation in the
 
                                       10
<PAGE>
      business of such corporation. For purposes of this Section 5,
      "Post-Termination Period" means the twelve (12) month period beginning on
      the Termination Date.
 
            (b) During the Noncompete Period, the Executive shall not directly
      or indirectly through another entity (i) induce or attempt to induce any
      employee of the Company or any of its Subsidiaries to leave the employ of
      the Company or any such Subsidiary, or in any way interfere with the
      relationship between the Company or any of its Subsidiaries and any
      employee thereof, including without limitation, inducing or attempting to
      induce any union, employee or group of employees to interfere with the
      business or operations of the Company or any of its Subsidiaries, (ii)
      hire any person who was an employee of the Company or any of its
      Subsidiaries at any time during the Executive's employment period, or
      (iii) induce or attempt to induce any customer, supplier, distributor,
      franchisee, licensee or other business relation of the Company or any of
      its Subsidiaries to cease doing business with the Company or any such
      Subsidiary, or in any way interfere with the relationship between any such
      customer, supplier, distributor, franchisee, licensee or business relation
      and the Company or any of its Subsidiaries.
 
            (c) The Executive agrees that: (i) the covenants set forth in this
      Section 5 are reasonable in geographical and temporal scope and in all
      other respects, (ii) the Company would not have entered into this
      Agreement but for the covenants of the Executive contained herein, and
      (iii) the covenants contained herein have been made in order to induce the
      Company to enter into this Agreement.
 
            (d) If, at the time of enforcement of this Section 5, a court shall
      hold that the duration, scope or area restrictions stated herein are
      unreasonable under circumstances then existing, the parties agree that the
      maximum duration, scope or area reasonable under such circumstances shall
      be substituted for the stated duration, scope or area and that the court
      shall be allowed to revise the restrictions contained herein to cover the
      maximum period, scope and area permitted by law.
 
            (e) The Executive recognizes and affirms that in the event of his
      breach of any provision of this Section 5, money damages would be
      inadequate and the Company would have no adequate remedy at law.
      Accordingly, the Executive agrees that in the event of a breach or a
      threatened breach by the Executive of any of the provisions of this
      Section 5, the Company, in addition and supplementary to other rights and
      remedies existing in its favor, may apply to any court of law or equity of
      competent jurisdiction for specific performance and/or injunctive or other
      relief in order to enforce or prevent any violations of the provisions
      hereof (without posting a bond or other security).
 
      6. Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and delivered personally, mailed by certified or registered mail, return
receipt requested and postage prepaid, sent via a nationally recognized
overnight courier, charges prepaid, or sent via facsimile. Such notices, demands
and other communications will be sent to the address indicated below:
 
                                       11
<PAGE>
            To the Company:
 
                  Global Power Equipment Group Inc.
                  6120 South Yale, Suite 1480
                  Tulsa, OK  74136
                  Attention:  Secretary
                  Facsimile No.:  (918) 274-2367
 
            To the Executive:
 
                  at the Executive's last address or facsimile
                  number on the records of the Company
 
or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party;
provided, that the failure to deliver copies of notices as indicated above shall
not affect the validity of any notice. Any such notice, demand or other
communication shall be deemed to have been received (i) when delivered, if
personally delivered, or sent by nationally-recognized overnight courier or sent
via facsimile or (ii) on the third business day following the date on which the
piece of mail containing such notice, demand or other communication is posted if
sent by certified or registered mail.
 
      7.    Miscellaneous.
 
            (a) Warranty by the Executive. The Executive represents and warrants
      to the Company that he is not a party to any agreement containing a
      noncompetition provision or other restriction with respect to (i) the
      nature of any services or business which he is entitled to perform or
      conduct for the Company under this Agreement, or (ii) the disclosure or
      use of any information which directly or indirectly relates to the nature
      of the business of the Company or any of its Subsidiaries or the services
      to be rendered by the Executive under this Agreement.
 
            (b) Severability. If any provision or clause of this Agreement, or
      portion thereof shall be held by any court or other tribunal of competent
      jurisdiction to be illegal, invalid, or unenforceable in such
      jurisdiction, the remainder of such provision shall not be thereby
      affected and shall be given full effect, without regard to the invalid
      portion. It is the intention of the parties that, if any court construes
      any provision or clause of this Agreement, or any portion thereof, to be
      illegal, void or unenforceable because of the duration of such provision
      or the area matter covered thereby, such court shall reduce the duration,
      area, or matter of such provision, and, in its reduced form, such
      provision shall then be enforceable and shall be enforced.
 
            (c) Complete Agreement. This Agreement shall embody the complete
      agreement and understanding among the Executive, the Company and/or any of
      its Subsidiaries and supersedes and preempts any prior understandings,
      agreements or representations by or among such parties, written or oral,
      which may have related to the subject matter hereof in any way, including,
      but not limited to, the Old Employment
 
                                       12
<PAGE>
      Agreement. This Agreement does not supersede any agreements evidencing the
      grant of options to the Executive under the Company's 2000 Option Plan,
      the Company's 2001 Option Plan or any future option plan of the Company.
 
            (d) Counterparts. This Agreement may be executed in separate
      counterparts, each of which is deemed to be an original and all of which
      taken together constitute one and the same agreement.
 
            (e)   Successors and Assigns, Transfer.  This Agreement is
      intended to bind and inure to the benefit of and be enforceable by
      the Executive and the Company and their respective successors, heirs
      and assigns.
 
            (f) Governing Law. This Agreement shall be governed by and construed
      in accordance with the laws of the state of Delaware, without giving
      effect to any rules, principles or provisions of choice of law or conflict
      of laws.
 
            (g) Remedies. The Company and the Executive will be entitled to
      enforce its or his respective rights under this Agreement specifically, to
      recover damages and costs (including reasonable attorneys' fees and
      expenses) caused by any breach of any provision of this Agreement and to
      exercise all other rights existing in its or his favor. The parties hereto
      agree and acknowledge that the Company will suffer irreparable harm and
      money damages may not be an adequate remedy for any breach of the
      provisions of this Agreement by the Executive and that the Company may in
      its sole discretion apply to any court of law or equity of competent
      jurisdiction (without posting any bond or deposit) for specific
      performance and/or other injunctive relief in order to enforce or prevent
      any violations of the provisions of this Agreement.
 
            (h) Amendment and Waiver. The provisions of this Agreement may be
      amended and waived only with the prior written consent of the Company
      (with the approval of the Board) and the Executive.
 
            (i) Tax Matters. The Executive shall indemnify, defend and hold
      harmless the Company and its Affiliates (and their respective officers,
      directors, shareholders and employees) for any liability associated with
      federal, state or local income tax withholding and employment tax
      withholding in respect of the Executive or his transferees (including all
      interest, penalties and additions to tax with respect thereto) resulting
      from, or arising with respect to, the issuance to the Executive of any
      units of interest in the Predecessor Company, whether before or after the
      merger of GEEG Acquisition, L.L.C. into the Predecessor Company, whether
      acquired by purchase from any Subsidiary of the Company or otherwise, or
      the holding by the Executive or his transferees of any such units of
      interest in the Predecessor Company.
 
                                       13
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.
 
                                    GLOBAL POWER EQUIPMENT GROUP INC.
 
 
 
                                    By:  /s/ James P. Wilson
                                        ----------------------------------------
                                        Name: James P. Wilson
                                        Title: Vice President of Administration
 
 
 
                                         /s/ Larry D. Edwards
                                        ----------------------------------------
                                        Larry D. Edwards
 
 
                                       14
<PAGE>
                                    EXHIBIT A
 
 
 
                                Benefits Schedule
 
                              Larry D. Edwards
 
 
#     Medical Insurance
 
#     Dental Insurance
      Short Term Disability
      Long Term Disability
 
#     Life Insurance
      Salary Continuation
      Accidental Death & Dismemberment
 
#     Travel Accident Insurance
      9 Paid Holidays Per Year
      4 Weeks Paid Vacation Per Year
      401(k) Plan
      Preparation of Annual Taxes