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                                                                   Exhibit 10.1

                        TERM SHEET AND OPTION AGREEMENT
                                      FOR
               ACQUISITION OF AMPERSAND'S AC TECH EQUITY AND DEBT


     Automotive Performance Group (APG) proposes to acquire Loctite's
automotive aftermarket business (Loctite). For purposes of this term sheet, the
combined company will be designated APG/Loctite. Concurrent with this
acquisition, APG/Loctite proposes to acquire Ampersand's investment interest in
AC Tech. To facilitate this transaction, Ampersand and APG have reached the
following agreement:

-  FORM OF TRANSACTION:  In return for an option payment (see Option
   Consideration paragraph below). APG/Loctite will have the right to acquire
   Ampersand's AC Tech equity ownership and $1.0 million note in return for
   three elements of consideration: (1) $10 million of stock (see Stock
   Consideration paragraph below); (2) a put which guarantees that Ampersand can
   exchange this stock position for $10 million in cash (see Put Consideration
   paragraph below); and (3) a warrant to purchase APG/Loctite shares (see
   Warrant paragraph below).

-  STOCK CONSIDERATION:  Ampersand will receive $10 million of APG/Loctite stock
   on the same terms and at the same price that is paid by independent, third
   party, institutional investors (i.e., the potential investors that Dean
   Willard has described to Ampersand who will be investing roughly $45 million
   in equity in the Loctite acquisition).

-  PUT CONSIDERATION:  Ampersand will receive a put to APG/Loctite for $10
   million in cash on the aforementioned Stock Consideration. Ampersand's put
   will be exercisable during the 90 day period beginning 12 months after the
   closing of the Loctite acquisition.

-  WARRANT:  Ampersand will receive a 5-year warrant for shares equal to 1% of
   APG/Loctite's fully diluted shares outstanding at an exercise price equal to
   the price paid by the independent, third party, institutional investors
   described above.

-  OPTION CONSIDERATION:  Concurrent with execution of this Term Sheet and
   Option Agreement, in return for Ampersand's grant of a purchase option along
   the preceding lines, APG will make a non-refundable, $1.0 million option
   payment to Ampersand. Ampersand, in turn, will invest this $1.0 million as an
   unsecured, subordinated loan to AC Tech. The term of this purchase option
   will be coterminous with the 13 week period in the Loctite Letter of Intent
   (LOI).

-  MANAGEMENT:  Dean Willard and Ampersand will support AC Tech's immediate
   initiation of a search for a new COO for AC Tech. In the event that APG
   chooses to exercise its option to acquire Ampersand's AC Tech ownership, APG
   would then be free to complete or cease the COO search.



Agreed and accepted by:



/s/  Richard A. Charpie                               /s/  Dean M. Willard     
-----------------------------                         ------------------------
Richard A. Charpie, Managing General Partner          Dean M. Willard, Chairman
for Ampersand Ventures                                of the Board for APG, Inc.

Date: 2/8/99                                           2/8/99
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