September 1, 1994

Mr. Michael Clevy
420 Hatfield Drive
Franklin, Tennessee 37064

Dear Mr. Clevy:

This Letter Agreement shall set forth the termination arrangements in the
event of termination of your employment with INTER-CITY PRODUCTS
CORPORATION (USA), a corporation having its head office in City of
LaVergne, Tennessee ("Employer") as hereinafter provided;


1.   As used herein, the term "Termination" shall mean:

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

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

     (iii)   a material adverse change in salary, benefits or other usual
             compensation of the Executive.

Notwithstanding any other provision contained herein to the contrary, the
occurrence of any event described in subparagraphs (ii) and (iii) above,
shall be considered to be a "termination" if and only if you notify the
Employer in writing, within sixty (60) days of such event, that in your
reasonable belief such an event has occurred.  The date which you cease
to work for the Employer shall be the Termination Date.

2. In the event of your termination you shall be entitled to the following
Termination Benefits:

                                     -2-

2.1  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 twenty-four (24) months
commencing on the date following the Termination Date (the "Termination
Period").  Notwithstanding the foregoing, in no event shall the
Termination Period extend beyond your Normal Retirement Date, as that term
is defined in the Retiring Allowance Agreement, between Inter-City
Products Corporation (USA) and Michael Clevy, dated September 1, 1994.

2.2  Continuation of Benefits.  You shall continue to receive all
benefits, including without limitation the provision of an automobile and
club memberships to which you were entitled (and receiving) at the
Termination Date for the Termination Period.

2.3  (a)  Single Sum Option.  At your option, in lieu of the cash payments
and continuation of benefits during the Termination Period, described in
the preceding paragraphs 2.1 and 2.2 of this Agreement, you may elect,
within one hundred and eighty (180) days of the Termination date, to
receive a single sum payment equal to the aggregate face value of such
amounts (without any discount or present valuation).

     (b) Determination of Single Sum Amount.  The determination of this
aggregate face value shall be made by the Employer's actuaries and benefit
consultants and, absent manifest error, shall be final, binding, and
conclusive upon the parties.

     (c)  Effect on Retiring Allowance.  Notwithstanding the fact that you
exercise this single sum option, you shall remain entitled to the
retirement benefits set forth below.

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

                                     -3-

2.4  Automobile Option.  At the end of the Termination Period, you shall
have the option to purchase any automobile furnished by the Employer for
your use.  The exercise price of this option shall be the net book value,
as set forth on the Employer's books, or the Lessor's, of the automobile
at such time.  you shall also be entitled to have any club membership
provided by the Employer transferred into your name without charge.

2.5  Effect on Retiring Allowance.  (a)  Notwithstanding any other
provision contained herein to the contrary, the Service utilized in
calculating your Retiring Allowance  benefit, shall be increased by a
period of twenty-four (24) months and the salary paid or payable during
said twenty-four (24) months shall be considered in the calculation of
Earnings and/or Final Average Earnings; and

(b) You shall receive a Retiring Allowance as determined for Normal
Retirement calculated in accordance with Section 3.01 of the Retiring
Allowance Agreement.

                                     -4-

Please acknowledge your acceptance of and consent to the terms of this
Agreement.  Any and all prior termination agreements, whether written or
oral, which may have existed shall be null and void and of no further
force and effect on your execution of this Letter Agreement.


Very truly yours


INTER-CITY PRODUCTS CORPORATION (USA)


By:       /s/
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Title:
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Accepted:


  /s/
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