June 11, 1996




Mr. Stephen L. Clanton
38 Meadowbrook Country Club Est.
Ballwin, Missouri 63011

Dear Steve:

Following your discussions with Mike Clevy and other senior members of
management over the last several weeks, it gives me great pleasure to
offer you the position of Senior Vice President and Chief Financial
Officer for Inter-City Products Corporation.  In this assignment you will
be responsible for all financial support functions including Information
Technology for Inter-City Products Corporation and all subsidiary groups.
In this key management position you will report directly to Mike Clevy,
President and Chief Executive Officer.

The compensation, perquisites and relocation assistance associated with
the position are as follows:

Salary

     *   $14,167 per month.

Bonus

     *   A bonus up to 30% of base salary based on the Corporation meeting
        its financial objectives and you meeting the specified objectives
        established for the position in the fiscal year.  This assumes
        the Company meets the Operating Plan goal and you achieve 100%
        of your MBOs to be established shortly upon you joining the
        Company.


Mr. Stephen L. Clanton
Page 2
June 11, 1996

Stock Options

     *   An award of 45,000 shares subject to the approval of the Toronto
         Stock Exchange (TSE), you will be immediately eligible to
         exercise 20% of the shares granted under the Option.  Thereafter,
         20% per year becomes exercisable for the next four years.  In the
         event the TSE does not approve the plan as submitted, the options
         will become vested at the rate of 20% after six months and 20%
         per year thereafter.  The strike price will be the closing price
         listed on the TSE the last day prior to the Directors meeting
         approving such award.

Car

     *   Lease vehicle in accordance with our policies and guidelines for
         this key management position.  You will be eligible to receive
         a leased vehicle in the Buick Park Avenue, Lincoln Town Car
         Executive Series or a similar priced vehicle.

Country Club

     *   The Company will pay the initiation fee and monthly dues
         associated with a country club membership.

Pension

     *   Automatic participation in our defined benefit pension plan and
         voluntary participation is available in our employee share
         ownership savings program (401K).

Life Insurance

     *   Automatic participation in accordance with our standard policy
         and procedures for employees.

Health and Disability

     *   Participation in accordance with our standard policy and
         procedures for employees.  You may elect a Health Maintenance
         Organization (HMO) or a Preferred Provider Organization (PPO)
         with 90% paid in-network and 80% paid out-of-network.

Vacation

     *   Vacation is accrued at the rate of two days per month for ten
         months during the year in accordance with our standard policy and
         procedures for executive employees (20 days per calendar year).

Relocation

     *   Relocation of household goods.

     *   Reimbursement of usual fees associated with the purchase of a
         residence in the Nashville areas and sale of your former
         residence.

     *   Temporary living expenses of 30 days.

     *   Transportation for your spouse for two house-hunting trips.

     *   Weekly transportation to and from Missouri during your temporary
         living period.

Mr. Stephen L. Clanton
Page 3
June 11, 1996

Termination

     *   In the event that you are terminated by the Company from the
         employment of the Company other than for cause, you will receive
         a base salary and continuation of your health care, automobile
         lease and club dues for a twelve (12) month period.  At the
         Company's discretion, the payment may be paid as a lump-sum or
         paid in monthly installments.  Further, this payment will be made
         provided you agree not to work in the employment of another
         company involved, directly or indirectly, in the design,
         manufacture or sale of heating and air conditioning equipment for
         a twelve (12) month period following termination.

We are looking forward to your acceptance of this offer and an employment
date of July 1, 1996, but no later than July 15, 1996.  You will have 48
hours from the date of receipt of this offer to accept or decline.
Further, this offer is conditional on satisfactory reference check by Elan
Pratzer & Partners Inc. within 24 hours after we receive notice of your
acceptance and upon the satisfactory completion of a routine drug screen
which is given to all employees.  As a reminder, you should bring a copy
of your drivers license and birth certificate when you begin employment
since this is required by Inter-City Products Corporation (USA) under the
Immigration Act of 1986.  Upon acceptance, please sign the extra copy
enclosed and return to my office for the files.

If you have any questions or need additional information, please contact
me.

Sincerely,

  /s/

Robert C. Henningsen


c:    M. Clevy
      M. Marshall
      E. Pratzer


ACCEPTED:    /s/
          ------------------------------------    ------------------------
          Stephen L. Clanton                      Date

Attachments:  Proxy Statement
              First Quarter 1996 Report
              1995 Annual Report
              Benefits Summary Plan Description