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                                                               EXHIBIT 10.01

                             [HEALTH-MOR LETTERHEAD]




September 11, 2001



Mr. John A. Pryor
HMI Industries Inc.
6000 Lombardo Center, Suite 500
Seven Hills, OH 44131


Dear Mr. Pryor:

         HMI Industries (the "Company") considers it essential to its best
interests to foster the continuous employment of key management personnel.
Recognizing that there may be some distracting questions or uncertainty
concerning the Company's future direction, the Company agrees that you shall
receive the severance benefits set forth in this letter agreement (the
"Agreement") in the event your employment with the Company is terminated under
the circumstances described below subsequent to a "change in control of the
Company". (as defined in section 2.)

         1. TERM OF AGREEMENT. This agreement shall commence on October 1, 2001,
and shall continue in effect through September 30, 2002; provided, however, that
commencing on October 1, 2002 and each October 1 thereafter, the term of this
Agreement shall automatically be extended for one additional year unless, not
later than July 31 of such year, the Company shall have given notice that it
does not wish to extend this Agreement (provided that no such notice may be
given during the pendency of a potential change in control of the Company as
defined in Section 2); and provided, further, that if a change in control of the
Company, as defined in section 2, shall have occurred during the original or
extended term of this Agreement, this Agreement shall continue in effect for a
period of not less than twelve (12) months beyond the month in which such change
in control occurred. Notwithstanding anything provided herein to the contrary,
the term of this Agreement shall not extend beyond the end of the month in which
you attain "normal retirement age" under the provisions of the HMI Pension Plan
(or successor thereto) or any other tax-qualified retirement plan of the Company
or any of its subsidiaries in which you are participating (any such plan being
referred to herein as the "Company Pension Plan").

         2. CHANGE IN CONTROL; POTENTIAL CHANGE IN CONTROL. (i) No benefits
shall be payable hereunder unless there shall have been a change in control of
the Company, as set forth below. For purposes of the Agreement, a "change in
control of the Company" shall be deemed to have occurred if:

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                  (a) any "Person," as such term is used in Sections 13(d) and
         14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act") (other than the Company, any trustee or other fiduciary holding
         securities under an employee benefit plan of the Company, or any
         Company owned, directly or indirectly, by the stockholders of the
         Company in substantially the same proportions as their ownership of
         stock of the Company), is or becomes the "beneficial owner" (as defined
         in Rule 13d-3 under the Exchange Act), directly or indirectly, of
         securities of the Company representing 20% or more of either (i) the
         then outstanding shares of common stock of the Company or (ii) the
         combined voting power of the Company's then outstanding voting
         securities;

                  (b) during any period of two consecutive years (not including
         any period prior to the execution of this Agreement), individuals who
         at the beginning of such period constitute the Board, and any new
         director (other than a director designated by a person who has entered
         into an agreement with the Company to effect a transaction described in
         clause (a), (c), or (d) of this Section) whose election by the Board or
         nomination for election by the Company's stockholders was approved by a
         vote of at least two-thirds of the directors then still in office who
         either were directors at the beginning of the period or whose election
         or nomination for election was previously so approved, cease for any
         reason to constitute at least a majority thereof;

                  (c) the stockholders of the Company approve a reorganization,
         merger or consolidation of the Company with any other Company, other
         than (1) a reorganization, merger or consolidation which would result
         in the voting securities of the Company outstanding immediately prior
         thereto continuing to represent (either by remaining outstanding or by
         being converted into voting securities of the surviving entity) more
         than 50% of the combined voting power of the voting securities of the
         Company or such surviving entity outstanding immediately after such
         reorganization, merger or consolidation or (2) a reorganization, merger
         or consolidation effected to implement a reorganization of the Company
         (or similar transaction) in which no "person" (as hereinabove defined)
         beneficiary owns, directly or indirectly, 20% or more of the combined
         voting power of the Company's then outstanding voting securities; or

                  (d) the stockholders of the Company approve a plan of
         dissolution or complete liquidation of the Company or an agreement for
         the sale or disposition by the Company of all or substantially all of
         the Company's assets.

                  (ii) For purposes of this Agreement, a "potential change in
         control of the Company" shall be deemed to have occurred if:

                  (a) the Company enters in an agreement, the consummation of
         which would result in the occurrence of a change in control of the
         Company;


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                  (b) any person (including the Company) publicly announces an
         intention to take or to consider taking actions which if consummated
         would constitute a change in control of the Company;

                  (c) any person (other than a trustee or other fiduciary
         holding securities under an employee benefit plan of the Company (or a
         company owned, directly or indirectly, by the stockholders of the
         Company in substantially the same proportions as their ownership of
         stock of the Company), or a person who is then currently properly
         eligible to file and has properly filed a Schedule l3G (or any
         successor filing) pursuant to the Exchange Act and the rules and
         regulations there under, indicating beneficial ownership of securities
         of the Company and stating that the securities were acquired in the
         ordinary course of business and were not acquired with the purpose nor
         with the effect changing or influencing the control of the Company, for
         so long as such statement is true and correct) who is or becomes the
         beneficial owner, directly or indirectly, of securities of the Company
         representing 9.5% or more of the combined voting power of the Company's
         then outstanding securities and, without the written consent of the
         ownership of such securities by 3 percentage points or more; or

                  (d) the Board adopts a resolution to the effect that, for
         purposes of this Agreement, a potential change in control of the
         Company has occurred.

                  3. TERMINATION FOLLOWING CHANGE IN CONTROL (i) GENERAL. If any
         of the events described in Section 2 constituting a change in control
         of the Company shall have occurred, you shall be entitled to the
         benefits provided in Section 4 (iii) upon termination of your
         employment within 12 months following such a change in control of the
         Company unless such termination is (a) because of your death or
         Disability, (b) by the company for Cause, or (c) by you other than for
         Good Reason. In the event your employment with the Company is
         terminated for any reason and subsequently a change in control of the
         Company should have occurred, you shall not be entitled to any benefits
         hereunder.

                  (ii) DISABILITY. If, as a result of your incapacity due to
         physical or mental illness, you shall have been absent from the
         full-time performance of your duties with the Company for six (6)
         consecutive months, and within thirty (30) days after written notice of
         termination is given you shall not have returned to the full-time
         performance of your duties, your employment may be terminated for
         "Disability".

                  (iii) CAUSE. Termination by the Company of your employment for
         "Cause" shall mean termination (a) upon the commission by you of a
         willful serious act, such as embezzlements a against the Company which
         is intended to enrich you at the expense of the Company or upon your
         conviction of a felony involving moral turpitude or (b) in the



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         event of a willful, gross neglect or willful, gross misconduct,
         resulting in either case in material harm to the Company. For purposes
         of this Subsection, no act, or failure to act, on your part shall be
         deemed unless done, or omitted to be done, by you not in good faith and
         without reasonable belief that your action or omission was in the best
         interest of the Company.

                  (iv) GOOD REASON. You shall be entitled to terminate your
         employment for Good Reason. For purposes of the Agreement, "Good
         Reason" shall mean, without your express written consent, the
         occurrence after a change in control of the Company of any of the
         Following circumstances unless such circumstances are fully corrected
         prior to the Date of Termination (as defined in Section 3(v) specified
         in the Notice of Termination (as defined in Section 3(v) given in
         respect thereof:

                  (a) a reduction by the Company in your annual base salary as
         in effect on the date hereof or as the same may be increased from
         time to time except for across-the-board salary reductions similarly
         affecting management personnel of the Company;

                  (b) the Company's requiring you to be based at a Company
         office more than 50 miles from the Company's offices at which you are
         principally employed immediately prior to the date of the change in
         control except for required travel on the Company's business travel
         obligations;

                  (c) the failure by the Company to pay to you any portion of
         your current compensation within seven (7) days of the date of such
         compensation is due or any portion of your compensation under any
         deferred compensation program of the Company within thirty (30) days of
         the date such compensation is due;

                  (d) any purported termination of your employment that is not
         effected pursuant to a Notice of Termination satisfying the
         requirements of Subsection (v) hereof (and, if applicable, the
         requirements of Subsection (iii) hereof), which purported termination
         shall not be effective for purposes of this Agreement.

                  Your right to terminate your employment pursuant to this
         Subsection shall not be affected by your incapacity due to physical or
         mental illness. Your continued employment shall not constitute consent
         to, or a waiver of rights with respect to any circumstance constituting
         Good Reason hereunder.

                  (v) NOTICE OF TERMINATION. Any purported termination of your
         employment by the Company or by you shall be communicated by written
         Notice of Termination to the other party hereto in accordance with
         Section 6. "Notice of Termination" shall mean a notice that shall
         indicate the specific termination provision in this Agreement relied
         upon


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         and shall set forth in reasonable detail the facts and circumstances
         claimed to provide a basis for termination of your employment under the
         provision so Indicated.

                  (vi) DATE OF TERMINATION. ETC. "Date of Termination" shall
         mean (a) if your employment is terminated for Disability thirty (30)
         days after Notice of Termination is given (provided that you shall not
         have returned to the full-time performance of your duties during such
         thirty (30)-day period), and (b) if your employment is terminated
         pursuant to Subsection (iii) or (iv) hereof or for any other reason
         (other than Disability), the date specified in the Notice of
         Termination (which, in the case of a termination for Cause shall no be
         less than thirty (30) days from the date such notice of Termination is
         given, and in the case of a termination for Good Reason shall not be
         less than thirty (30) days nor more than sixty (60) days from the date
         such Notice of Termination is given)- provided, however, that if within
         fifteen (15) days after any Notice of Termination is given, or, if the
         Notice of Termination is not property given, prior to the Date of
         Termination (as determined without regard to an extension of such Date
         of Termination as described in this proviso), the party receiving such
         Notice of Termination notifies the other party that a dispute exists
         concerning the termination, then the Date of Termination shall be the
         date on which the dispute is finally determined, either by mutual
         written agreement of the parties or by a binding arbitration award;
         and provided, further, that the Date of Termination shall be extended
         by a notice of dispute only if such notice is given in good faith and
         the party giving such notice pursues the resolution of such dispute
         with reasonable diligence. Notwithstanding the pendency of any dispute,
         the Company will continue to pay you your full compensation in effect
         when the notice giving rise to the dispute was given (including but not
         limited to, base salary) and continue you as a participant in all
         compensation, benefit and insurance plans in which you were
         participating when the notice giving rise to the dispute was given,
         until the dispute is finally resolved in accordance with this
         Subsection. Amounts paid until the dispute is finally resolved in
         accordance with this Subsection. Amounts paid under this Subsection are
         in addition to 9 other amounts due under this Agreement, and shall not
         be offset against or reduce any other amounts due under this Agreement
         and shall not be reduced by any compensation earned by you as the
         result of employment by another employer.

                  4. COMPENSATION UPON TERMINATION OR DURING DISABILITY.
         Following a change in control of the Company, you shall be entitled to
         the following benefits during a period of disability, or upon
         termination of your employment, as the case may be, provided that such
         period of disability or termination occurs during the term of this
         Agreement,

                  (i) During, any period that you fail to perform your full-time
         duties with the Company as a result of incapacity due to physical or
         mental illness, you shall continue to receive your base salary at the
         rate in effect at the commencement of any such period, together with
         all compensation payable to you under the Company's disability plan or
         program or other similar plan during such period, until this Agreement
         is terminated pursuant to Section 3(ii) hereof. Thereafter, or in the
         event your employment shall be terminated by reason of your death, your
         benefits shall be determined under the


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         Company's retirement, insurance and other compensation programs then in
         effect in accordance with the terms of such programs.

                  (ii) If your employment shall be terminated by the Company for
         Cause or by you other than for Good Reason, the Company shall pay you
         your full base salary through the Date of Termination at the rate in
         effect at the time Notice of Termination is given, plus all other
         amounts to which you are entitled under any compensation plan of the
         Company at the time such payments are due, and the Company shall have
         no further obligations to you under this Agreement.

                  (iii) If your employment by the Company should be terminated
         by the Company other than for Cause or Disability or if you should
         terminate your employment for Good Reason, you shall be entitled to the
         benefits provided below:

                  (a) The Company shall pay to you your full base salary through
         the Date of Termination at the rate in effect at the time Notice of
         Termination is given, plus all other amounts to which you are entitled
         under any compensation plan of the Company, at the time such payments
         are due; and

                  (b) in lieu of any further salary payments to you for periods
         subsequent to the Date of Termination, the Company shall pay as
         severance pay to you, at the time specified in subsection (iv), a lump
         sum Severance Payment equal to twelve (12) months salary in effect on
         the Date of Termination.

                  (iv) The payments provided for in Subsection (iii) shall be
         made not later than the fifth day following the Date of Termination-
         provided, however, that if the amounts of such payments cannot be
         finally determined on or before such day, the Company shall pay to you
         on such day an estimate, as determined in good faith by the Company, of
         the minimum amount of such payments and shall pay the remainder of such
         payments (together with interest at the rate provided in 1274(b)(2)(B)
         of the Code) as soon as the amount thereof can be determined but in no
         event later than the thirtieth day after the Date of Termination. In
         the event that the amount of the estimated payments exceeds the amount
         subsequently determined to have been due, such excess shall constitute
         a loan by the Company to you payable on the fifth day after demand
         therefore by the Company (together with interest at the rate provided
         in section 1274(b)(2)(B) of the Code.)

                  (v) You shall not be required to mitigate the amount of any
         payment provided for in this Section 4 by seeking other employment or
         otherwise, nor shall the amount of any payment or benefit provided for
         in this Section 4 be reduced by any compensation earned by you as the
         result of employment by another employer, by retirement benefits, by
         offset against any amount claimed to be owed by you to the Company, or
         otherwise.


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                  (vi) Notwithstanding any provision of this Agreement to the
         contrary, the aggregate present value of all "payments in the nature
         of compensation" (within the meaning of Section 280G of the Code)
         provided to you in connection with a change in control of the Company
         or the termination of your employment shall be one dollar less than the
         amount that is finally deductible by the Company under Section 280G of
         the Code and, to the extent necessary, payments and benefits under this
         Agreement shall be reduced in order that this limitation not be
         exceeded. It is the intention of this Subsection (vi) to avoid excise
         taxes on you under Section 4999 of the Code or the disallowance of a
         deduction to the Company pursuant to Section 280G of the Code.

                  5. SUCCESSORS: BINDING AGREEMENT. (i) The Company will require
         any successor (whether direct or indirect, by purchase, merger,
         consolidation or otherwise) to all or substantially all of the business
         and/or assets of the Company to expressly assume and agree to perform
         this Agreement in the same manner and to the same extent that the
         Company would be required to perform it if no such succession had taken
         place. Failure of the Company to obtain such assumption and agreement
         prior to the effectiveness of any such succession shall be a breach of
         this Agreement and shall entitle you to compensation from the Company
         in the same amount and on the same terms to which you would be entitled
         hereunder if you terminate your employment for Good Reason following a
         change in control of the Company, except that for purposes of
         implementing the foregoing, the date on which any such succession
         becomes effective shall be deemed the Date of Termination. As used in
         the Agreement, "Company shall mean the Company as hereinbefore defined
         and any successor to its business and/or assets as aforesaid which
         assumes and agrees to perform this Agreement by operation of law, or
         otherwise.

                  (ii) This agreement shall inure to the benefit of and be
         enforceable by you and your personal or legal representatives,
         executors, administrators, successors, heirs, distributees, devisees
         and legatees. If you should die while any amount would still be payable
         to you hereunder had you continued to live, all such amounts, unless
         otherwise provided herein, shall be paid in accordance with the terms
         of this Agreement to your devisee, legatee or other designee or, if
         there is no such designee, to your estate.

                  (iii) The Company expressly acknowledges and agrees that you
         shall have a contractual right to the benefits provided hereunder,
         and the Company expressly waives any ability, if possible, to deny
         liability for any breach of its contractual commitment hereunder upon
         the grounds of lack of consideration, accord and satisfaction or any
         other defense. In any dispute arising after a change in control of the
         Company as to whether you are entitled to benefits under this
         Agreement, there shall by a presumption that you are entitled to such
         benefits and the burden of proving otherwise shall be on the Company.

                  (iv) AR benefits to be paid hereunder shall be in addition to
         any disability, workers' compensation or other Company benefit plan
         distribution, unpaid vacation or other unpaid benefits that you have at
         the Date of Termination.


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                  6. NOTICE. For the purpose of this Agreement, notices and all
         other communications provided for in this Agreement shall be in writing
         and shall be deemed to have been duly given when delivered or mailed
         by the United Sates certified or registered mail, return receipt
         requested, postage prepaid, addressed to the respective addresses set
         forth on the first page of this Agreement, provided that all notice to
         the Company shall be directed to the attention of the Board with a copy
         to the Secretary of the Company, or to such other address as either
         party may have furnished to the other in writing in accordance
         herewith, except that notice of change of address shall be effective
         only upon receipt.

                  7. MISCELLANEOUS. No provision of this Agreement may be
         modified, waived or discharged as agreed unless such waiver,
         modification or discharge is agreed to in writing and signed by you and
         such officer as may be specifically designated by the Board. No waiver
         by either party hereto at any time of any breach by the other party
         hereto of, or compliance with, any condition or provision of this
         Agreement to be performed by such other party shall be deemed a waiver
         of similar or dissimilar provisions or conditions at the same or at any
         prior or subsequent time. No agreements, or representations, oral or
         otherwise, express or implied, with respect to the subject matter
         hereof have been made by either party which are not expressly set forth
         in this Agreement. The validity, interpretation, construction, and
         performance of this Agreement shall be governed by the laws of the
         State of Ohio without regard to its conflicts of law principles. Any
         references to sections of the Exchange Act or the Code shall be deemed
         also to refer to any successor provisions to such sections. Any
         payments provided hereunder shall be paid net of any applicable
         withholding required under federal, state, or local law. In the event
         of a change in control of the Company during the term of this
         Agreement, the obligations of the Company under Section 4 shall survive
         the expiration of the term of this Agreement, the obligations of the
         Company under Section 4 shall survive the expiration of the term of
         this Agreement consistent with the periods referenced in Section 4.

                  8. VALIDITY. The invalidity or unenforceability of any
         provision of this Agreement shall not affect the validity or
         enforceability of any other provision of this Agreement, which shall
         remain in full force and effect.

                  9. COUNTERPARTS. This Agreement may be executed in several
         counterparts, each of which shall be deemed to be an original but all
         of which together will constitute one and the same instrument.

                  10. ARBITRATION. Any dispute or controversy arising under or
         in connection with this Agreement shall be settled exclusively by
         arbitration, conducted before a panel of three arbitrators in the State
         of Ohio, in accordance with the rules of the American Arbitration
         Association then in effect. Judgment may be entered on the arbitrator's
         award in any court having jurisdiction; provided, however, that you
         shall be entitled to seek specific performance of your right to be paid
         until the Date of Termination during the pendency of any dispute or
         controversy arising under or in connection with this Agreement.


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                  11. ENTIRE AGREEMENT. This Agreement does not constitute an
         employment agreement between you and the Company. No representation,
         promise or inducement has been made by either party that is not
         embodied in this Agreement, and neither party shall be bound by or
         liable for any alleged representation, promise or inducement not so set
         forth.

                  You acknowledge that you have read this Agreement, understand
         its terms and that it has been entered into by you voluntary. You
         acknowledge that the payments to be made hereunder constitute
         additional compensation to you. You further acknowledge that you have
         had sufficient opportunity to consider this Agreement and discuss it
         with advisors of your choice, including your attorney and accountants.
         You acknowledge that you have been informed that you have the right to
         consider this Agreement for a period of at least twenty-one (21) days
         prior to entering into it. You acknowledge that you have taken
         sufficient time to consider this Agreement before signing it. You also
         acknowledge that you have the right to revoke this Agreement for a
         period of seven (7) days following the Agreement's execution by giving
         written notice to the Company.

                  12. EFFECTIVE DATE. This Agreement shall become effective as
         of January 1, 2001. If this letter sets forth our agreement on the
         subject matter thereof, kindly sign and return to the Company the
         enclosed copy of this letter, which with then constitute our agreement
         on this subject.

                                            Sincerely,

                                            HMI Industries Inc.


 /s/ John A. Pryor                          /s/ James R. Malone
                                            ----------------------------
                                            James R. Malone
                                            Chairman and CEO




Accepted and agreed to this
11th day of September, 2001.






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