EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

     This Employment Agreement (this “ Agreement ”), dated as of November 6, 2007, is between Hushang Ansary (“ Employee ”) and Stewart & Stevenson LLC, a limited liability company organized under the laws of the State of Delaware (the “ Company ”). This Agreement shall become effective and the obligations herein shall commence upon the date hereof (the “ Effective Date ”).

     The parties hereto agree as follows:

     1.1 Definitions . In addition to terms defined elsewhere in this Agreement, for purposes of this Agreement, the following terms will have the following respective meanings when used in this Agreement with initial capital letters:

          (a) “ Affiliate ”: with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, “ control ,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “ controlling ” and “ controlled ” have the respective meanings correlative to the foregoing. With respect to any natural Person, “Affiliate” will also include such Person’s grandparents, any descendants of such Person’s grandparents, the grandparents of such Person’s spouse and any descendants of the grandparents of such Person’s spouse (in each case, whether by blood, adoption or marriage).

          (b) “ Agreement ”: as defined in the introductory paragraph.

          (c) “ Company ”: as defined in the introductory paragraph.

          (d) “ Disability ”: a physical or mental incapacity as a result of which Employee becomes unable to continue to perform fully his duties hereunder for 90 consecutive calendar days or for shorter periods aggregating 90 or more days in any 12-month period or upon the determination by a physician selected by the Company that Employee will be unable to return to work and perform his duties on a full-time basis within 90 calendar days following the date of such determination on account of mental or physical incapacity.

          (e) “ Effective Date ”: as defined in the introductory paragraph.

          (f) “ Employee ”: as defined in the introductory paragraph.

          (g) “ Employment Period ”: as defined in Section 2.1.

          (h) “ Estate ”: as defined in Section 2.6(b).

          (i) “ GAAP ”: generally accepted accounting principles in effect from time to time in the United States of America, applied on a consistent basis.

          (j) “ Initial Base Salary ”: as defined in Section 2.3.

          (k) “ Person ”: an individual, a corporation, a partnership, a limited liability company, an association, a trust, a joint stock corporation, a joint venture, an unincorporated organization or any federal, state, county, city, municipal or other local or foreign government or any subdivision, authority, commission, board, bureau, court, administrative panel or other instrumentality thereof.

          (l) “ Salary ”: as defined in Section 2.3.

          (m) “ Subsidiary ”: with respect to any Person, (i) any corporation of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote generally 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) any limited liability company, partnership, association or other business entity, of which a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes of this definition, a Person or Persons will be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons will be allocated a majority of limited liability company, partnership, association or other business entity gains or losses, or is or controls the managing member or general partner of such limited liability company, partnership, association or other business entity.

          (n) “ Termination Date ”: as defined in Section 2.1.

II. TERMS OF EMPLOYMENT

     2.1 Employment Period . This Agreement and Employee’s employment hereunder will commence on the Effective Date and continue until terminated in accordance with Section 2.6 or otherwise (the “ Employment Period ”). The date on which Employee’s employment hereunder terminates pursuant to Section 2.6 or otherwise, is referred to herein as the “ Termination Date ”.

     2.2 Duties During Employment Period . Employee will be an employee of, and serve as the Chairman of, the Company. In such capacity, Employee will perform such duties and exercise such powers that are customarily consistent with the position of Chairman of the Company, and agrees to use his best efforts to discharge such duties and responsibilities. Employee agrees that to the best of his ability and experience he shall at all times conscientiously perform all of his duties and obligations under the terms of this Agreement.

     2.3 Compensation .

     For Employee’s services under this Agreemen