10.1-1


     AMENDMENT, dated as of March 31, 1996, to the Employment Agreement,
dated as of January 1, 1994, between GREAT DANE HOLDINGS INC., as the
successor to International Controls Corp. ("Holdings") and DAVID R. MARKIN
("Markin") (the "Employment Agreement;" all capitalized terms used without
definition herein being used with the meanings ascribed thereto in the
Employment Agreement).

     WHEREAS, the parties desire to provide for certain events not
contemplated at the time of the execution of the Employment Agreement;

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  All references in the Employment Agreement to ICC are hereby amended
to read "Holdings."

     2.  The following is added as paragraph 15 to the Employment Agreement:

          "15.  In the event of a disposition of all or substantially
     all of the assets of Holdings in one or a series of transactions
     (whether by sale of the stock or assets of its direct or indirect
     subsidiaries, or by merger, consolidation or otherwise) or in the
     event that at least 50% of the common stock of Holdings is owned or
     controlled by one or more persons or entities other than the
     current stockholders of Holdings or entities related to or
     controlled by them (any of the foregoing, a "Sale Transaction")
     then, notwithstanding anything to the contrary in this Agreement,
     Markin shall have the option, exercisable prior to or for six
     months following the closing of the Sale Transaction, to terminate
     this Agreement.  If the option is exercised, Markin shall be paid
     in a lump sum the compensation (at his then annual rate pursuant to
     paragraph 3) that would have been due to him through the
     Termination Date.  Such payment shall be made no later than the
     later of (a) ten days after notice has been given and (b) the date
     of closing of the Sale Transaction.  The parties agree that upon

 10.1-2

     the sale of the stock or assets of Great Dane Trailers, Inc. in one
     or a series of transactions, Holdings shall be deemed to have sold
     substantially all its assets."

     3.  As so amended, the Employment Agreement remains in full force and
effect.

     4.  This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

     IN WITNESS WHEREOF, the parties here to have executed this Amendment as
of the date and year first above written.


                                        GREAT DANE HOLDINGS INC.



                                        By:   /s/ Allan R. Tessler
                                           --------------------------------



                                           /s/ David R. Markin
                                        -----------------------------------
                                        David R. Markin