March 29, 1995


Mr. David Cain
4601 Churchwood Drive
Nashville, Tennessee 37220

Dear Mr. Cain:

The Board of Directors of the Company recognizes the valuable contribution
you have made to the Company and wishes to ensure your continuing
commitment.  Accordingly, the Company is prepared to agree, and this
letter will evidence such agreement, that in the event of a termination
of your employment following a change in control of the Company, the
following will apply:

1.     For the purposes of this Agreement, a "Termination" shall be deemed
to have occurred if (i) a Change in Control of the Company occurs; and
(ii) one or more of the following takes place within two years from the
date of such Change in Control:


     (a)     a termination of your employment by the Company, for
             any reason whatsoever other than for cause;

     (b)     a material adverse change in your status, scope and
             authority (whether or not accompanied by a change of
             title); or

     (c)     a material adverse change in your salary, benefits or
             other usual compensation.

Notwithstanding anything else in this Agreement, the occurrence of any
event described in subparagraphs (b) and (c) above shall be considered a
Termination if and only if you notify the Company in writing, within sixty
(60) days of such event, that in your reasonable belief such an event has
occurred.

2.     For the purposes of this Agreement, a "Change in Control" shall
mean a transaction or event or series of transactions or events involving
the Company or the outstanding voting shares of the Company, proposed or
commenced, which will result in

                                     -2-

(i) a change in control or effective control of the Company, (ii) all or
substantially all of the outstanding voting shares of the Company being
acquired or exchanged, whether pursuant to an amalgamation, arrangement,
consolidation or other similar transaction, for consideration which
reflects a determination of the value of the outstanding voting shares of
the Company, by a person or persons dealing at-arms-length with the
Company or (iii) a sale of all or substantially all of the Company's
assets to a person or persons dealing at-arms-length with the Company.

3.     In the event of a Termination, you shall be entitled to the
following benefits:

     (a)     Salary Continuance.  You shall continue to be paid
             your annual salary at the same rate and on the same
             basis as such salary was payable immediately prior to
             Termination for a period of twelve (12) months
             commencing on the date following the date of the
             Termination (the "Termination Period").

     (b)     Continuation of Benefits.  You shall continue to
             receive all benefits to which you are entitled (and
             receiving) at the date of your termination for the
             Termination Period.

     (c)     Unused or Accrued Vacation.  You will be paid for any
             unused or accrued vacation to the effective date of
             the termination.

4.     At your option, in lieu of the cash payments and continuations of
benefits during the Termination Period described in preceding
subparagraphs 4(a) and 4(b) of this Agreement, you may elect, within one
hundred and eighty (180) days of the date of your termination, to receive
a single sum payment equal to the aggregate face value of such amounts
(without any discount or present valuation).  The determination of this
aggregate face value shall be made by the Company's actuaries and benefit
consultants and, absent manifest error, shall be final, binding and
conclusive upon the parties.

Nothing in this Agreement shall effect your rights during your employment
to receive increases in compensation, responsibilities or duties or to
participate in and receive benefits from any pension plan, benefit plan
or profit sharing plans.


                                     -3-

The Company agrees that it will assign this Agreement to any successor
Company and ensure that its terms are continued.

If the foregoing is agreed to by you, please signify your agreement by
executing the enclosed duplicate of this letter and returning the same to
us upon which this letter as so agreed upon shall constitute an Agreement
between us.


INTER-CITY PRODUCTS CORPORATION (USA)


By:   /s/
   -------------------------------------

Title:
       ---------------------------------


The foregoing is agreed and accepted:


      /s/
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