SHARE COMPENSATION ARRANGEMENT FOR
       NON-EMPLOYEE DIRECTORS OF INTER-CITY PRODUCTS CORPORATION




Eligibility:             The Chairman and all directors of the Corporation
                         who are not full time employees of the
                         Corporation ("Participating Directors") must
                         participate.  Participating Directors must be
                         paid at least 20% of their aggregate annual fees
                         in Ordinary Shares instead of cash.  For the
                         purposes of this Share Compensation Arrangement,
                         "aggregate annual fees" in respect of any
                         director shall include: (i) such director's
                         annual retainer; (ii) if such director is the
                         Chairman of a committee of the Board, the annual
                         retainer paid to such director in respect of such
                         service; (iii) all fees paid to such director in
                         respect of attendance at meetings of the Board
                         or a committee thereof, and (iv) if such director
                         is also Chairman of the Board, to the extent such
                         director elects to receive compensation for
                         services performed as Chairman in lieu of any
                         retainers or fees to which he is entitled by
                         virtue of his services as a director, all such
                         compensation.


Additional Participation:Participating directors may elect to receive all
                         or any part of their remaining entitlement to
                         fees in Ordinary Shares instead of cash.  At, or
                         prior to, the first directors' meeting held in
                         a calendar year, each participating director must
                         make an election, which will be irrevocable
                         during the remaining portion of that year, to
                         receive between 20% to 100% of such directors'
                         annual entitlement to fees in Ordinary Shares.
                         Any director who does not make an election at,
                         or prior to , the first meeting of directors in
                         a given year will be deemed to have elected to
                         receive 20% of such director's annual
                         remuneration in Ordinary Shares.

Method of Election:      Notice of a director's election to receive more
                         than 20% of such director's annual fees in
                         Ordinary Shares instead of cash must be provided
                         in writing to the Secretary of the Corporation
                         at, or prior to, the first meeting of directors
                         in a calendar year.

Receipt of Shares:       Ordinary Shares will be issued to participating
                         directors at the end of each calendar quarter.

Number of Shares:        The number of Ordinary Shares which an eligible
                         director will be issued at the end of a calendar
                         quarter will be equal to:  the aggregate fees for
                         which such director is entitled,

                         divided by the average closing price of the
                         Ordinary Shares on the stock exchange prescribed
                         by the board of directors, during the last five
                         trading days of the calendar quarter, multiplied
                         by the 20% to 100% based on the election of the
                         director as described above.

Form of Payment:         Compensation in the form of a share certificate
                         will be sent to you soon after the close of each
                         quarter.  You may either redeem the certificate
                         immediately with your broker of choice or you may
                         retain the certificate for redemption at a later
                         time.

Termination:             The Share Compensation Arrangement will expire
                         on the earlier of: (i) its termination by the
                         board of directors, or (ii) 250,000 Ordinary
                         Shares having been issued to directors pursuant
                         to the Arrangement.