EXHIBIT 10.3

                       CHANGE IN CONTROL AGREEMENT


THIS AGREEMENT ("Agreement") is made and entered into as of this ___ day of 
___________, 1998 (the "Effective Date"), by and among Trion, Inc., a 
Pennsylvania corporation (hereinafter referred to as the "Company"), and 
Calvin J. Monsma (the "Employee").

	                     W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company (the "Board") has approved the 
Company entering into agreements with certain key executives of the Company 
providing for certain severance protection following a Change in Control (as 
hereinafter defined); 

WHEREAS, the Employee is a key executive of the Company;

WHEREAS, the Board of the Company believes that, should the possibility of a 
Change in Control arise, it is imperative that the Company be able to receive 
and rely upon the Employee's advice, if requested, as to the best interests of 
the Company and its shareholders without concern that he might be distracted 
by the personal uncertainties and risks created by the possibility of a Change 
in Control; and

WHEREAS, in addition to the Employee's regular duties, he may be called upon 
to assist in the assessment of a possible Change in Control, advise management 
and the Board of the Company as to whether such Change in Control would be in 
the best interests of the Company and its shareholders, and to take such other 
actions as the Board determines to be appropriate; 

NOW THEREFORE, to assure the Company that it will have the continued 
dedication of the Employee and the availability of his advice and counsel 
notwithstanding the possibility, threat, or occurrence of a Change in Control, 
and to induce the Employee to remain in the employ of the Company, and for 
other good and valuable consideration, the Company and the Employee, intending 
to be legally bound, agree as follows:

                        Article 1. Definitions

Whenever used in this Agreement, the following terms shall have the meanings 
set forth below when the initial letter of the word is capitalized:

(a)	"Base Salary" shall mean the salary of record paid by the Company to the 
Employee as annual salary, excluding amounts received under incentive or other 
bonus plans, whether or not deferred.

(b)	"Beneficiary" shall mean the persons or entities designated or deemed 
designated by the Employee pursuant to Section 6.2 herein.

(c)   "Cause" shall mean conviction of the Employee of (or a plea of no
contest with respect to) a felony or a misdemeanor involving moral turpitude 
or a determination by the Board that the Employee has engaged in serious 
misconduct (such as dishonesty, insubordination, willful failure to perform a 
material or significant portion of his duties or other act or omission 
materially detrimental to the business or reputation of the Company or 
materially damaging to the relationships of the Company with its customers, 
suppliers or employees).
 
(d)	A "Change in Control" shall mean, and shall be deemed to have occurred 
upon the occurrence of, any one of the following events:

(i)	The acquisition in one or more transactions, other than from the 
Company, by any individual, entity or group (within the meaning of Section 
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 
promulgated under the Exchange Act) of either (i) 30% or more of the 
outstanding Common Stock of the Company (the "Outstanding Common Stock") or 
30% or more of the Company Voting Securities; provided, however, that the 
following shall not constitute a Change in Control: any acquisition by (1) the 
Company or any of its subsidiaries, any employee benefit plan (or related 
trust) sponsored or maintained by the Company or any of its subsidiaries, or 
(2) any corporation with respect to which, following such acquisition, more 
than 70% of, respectively, the then outstanding shares of common stock of such 
corporation and the combined voting power of the then outstanding voting 
securities of such corporation entitled to vote generally in the election of 
directors is then beneficially owned, directly or indirectly, by all or 
substantially all of the individuals and entities who were the beneficial 
owners, respectively, of the Outstanding Common Stock and Company Voting 
Securities immediately prior to such acquisition in substantially the same 
proportion as their ownership, immediately prior to such acquisition, of the 
Outstanding Common Stock and Company Voting Securities, as the case may be; or

(ii)	Individuals who constitute the Board as of the date of this Agreement 
(the "Incumbent Board") cease for any reason to constitute at least a majority 
of the Board; provided, however, that any individual becoming a director 
subsequent to the date of this Agreement whose election or nomination for 
election by the Company was approved by a vote of at least a majority of the 
directors then comprising the Incumbent Board (unless such nomination or 
election (a) was at the request of an unrelated third party who has taken 
steps reasonably calculated to effect a Change in Control, or (b) otherwise 
arose in connection with or in anticipation of the Change in Control) shall be 
considered as though such individual were a member of the Incumbent Board; or

(iii)	Approval by the shareholders of the Company of a reorganization, merger 
or consolidation, unless, following such reorganization, merger or 
consolidation, all or substantially all of the individuals and entities who 
were the respective beneficial owners of the Outstanding Common Stock and 
Company Voting Securities immediately prior to such reorganization, merger or 
consolidation, following such reorganization, merger or consolidation 
beneficially own, directly or indirectly, more than 70% of, respectively, the 
then outstanding shares of common stock and the combined voting power of the 
then outstanding voting securities entitled to vote generally in the election 
of directors, as the case may be, of the corporation resulting from such 
reorganization, merger or consolidation in substantially the same proportion 
as their ownership of the Outstanding Common Stock and Company Voting 
Securities immediately prior to such reorganization, merger or consolidation, 
as the case may be; or

(iv)	Approval by the shareholders of the Company of (i) a complete 
liquidation or dissolution of the Company or (ii) a sale or other disposition 
of 60% or more by value of the assets of the Company other than to a 
corporation with respect to which, following such sale or disposition, more 
than 70% of, respectively, the then outstanding shares of common stock and the 
combined voting power of the then outstanding voting securities entitled to 
vote generally in the election of directors is then owned beneficially, 
directly or indirectly, by all or substantially all of the individuals and 
entities who were the beneficial owners, respectively, of the Outstanding 
Common Stock and Company Voting Securities immediately prior to such sale or 
disposition in substantially the same proportion as their ownership of the 
Outstanding Common Stock and Company Voting Securities, as the case may be, 
immediately prior to such sale or disposition.

(e)	"Company Voting Securities" shall mean the combined voting power of all 
outstanding voting securities of the Company entitled to vote generally in the 
election of directors for the Board.

(f)	"Effective Date of Termination" shall mean the date on which the 
Employee's employment terminates in a circumstance in which Section 2.1 
provides for Severance Benefits (as defined in Section 2.1). 
		
(g)	"Termination Without Cause" shall mean a discharge by the Company of the 
Employee from his employment without Cause.

(h)	"Resignation With Good Reason" shall mean any termination by the 
Employee of the Employee's employment within one (1) year after the occurrence 
of any of the following:

(i)  A substantial reduction in the base salary, benefits or perquisites 
provided the Employee;

(ii)  A relocation of the Employee's principal place of business to a location 
which is more than 50 miles from its current location; 

(iii)  The assignment to the Employee of any duties inconsistent in any 
respect with the Employee's current position with the Company (including 
status, offices, titles and reporting requirements), or any action by the 
Company which results in diminution in such positions, or the Employee's 
current authority, duties or responsibilities, but excluding for this purpose 
any isolated, insubstantial and inadvertent action not taken in bad faith and 
which is remedied by the Company, promptly after receipt of written notice 
thereof given by the Employee in accordance with this Agreement; or

(iv)  Any failure by the Company to comply with and satisfy Article 4 of this 
Agreement.

                      Article 2.  Severance Benefits

2.1.  Right to Severance Benefits.  The Employee shall be entitled to receive 
from the Company the severance benefits as described in Section 2.2 
("Severance Benefits") if a Change in Control shall occur and within two years 
after the Change in Control there shall occur a Termination Without Cause or a 
Resignation With Good Reason.

2.2.  Severance Benefits.  In the event that the Employee becomes entitled to 
receive Severance Benefits, as provided in Section 2.1, the Company shall 
provide the Employee with total Severance Benefits as follows (but subject to 
Sections 2.5 and 2.6):

(a)	The Employee shall receive a single lump sum payment within thirty (30) 
days of the Effective Date of Termination in an amount equal to sum of (i) the 
product of two (2) times the sum of (A) the highest Base Salary during the 
term of this Agreement and (B) the full "Target Award" fixed for the Employee 
under the Company's incentive bonus program for the then current fiscal year, 
(ii) an amount equal to the full "Target Award" fixed for the Employee under 
the Company's incentive bonus program for the then current fiscal year 
multiplied by a fraction, the numerator of which is the number of days in the 
then current fiscal year through the Effective Date of Termination and the 
denominator of which is 365 and (iii) an amount equal to the sum of (A) the 
maximum contributions that could have been made by the Company on the 
Employee's behalf to all defined contribution plans of the Company (assuming 
that the Employee had made the maximum allowable contributions to such plans) 
and (B) the present value of the benefits that the Employee could have accrued 
under all defined benefit plans of the Company, had the Employee continued to 
participate in such plans for the three (3)-year period following the 
Effective Date of Termination.

(b)	The Employee shall receive an amount, paid within thirty (30) days of 
the Effective Date of Termination, equal to the sum of (A) the Employee's Base 
Salary through the Effective Date of Termination to the extent not theretofore 
paid, (B) the amount of any bonus, incentive compensation, deferred 
compensation and other cash compensation accrued by the Employee as of the 
Effective Date of Termination to the extent not theretofore paid and (C) any 
vacation pay, expense reimbursements and other cash entitlements accrued by 
the Employee as of the Effective Date of Termination to the extent not 
theretofore paid.

(c)	For a period of two (2) years, the Company shall arrange to provide the 
Employee, at the Company's cost, with life, disability and health-and-accident 
insurance coverage providing substantially similar benefits to those which the 
Employee was receiving immediately prior to the Effective Date of Termination, 
to the extent the Company continues to maintain benefit plans providing for 
such benefits for executives generally; provided, however, that the Company 
may cease providing such benefits at such time as the Employee is provided 
with substantially equivalent benefits by another employer.

2.3.  Termination for any other Reason.  If the Employee's employment with the 
Company is terminated under any circumstances other than those set forth in 
Section 2.1, including without limitation by reason of retirement, death, 
disability, discharge for Cause or resignation other than a Resignation With 
Good Reason, or any termination for any reason that occurs prior to a Change 
in Control or after two years following a Change in Control, the Employee 
shall have no right to receive the Severance Benefits under this Agreement or 
to receive any payments in respect of this Agreement.  In such event 
Employee's benefits, if any, in respect of such termination shall be 
determined in accordance with the Company's retirement, survivor's benefits, 
insurance, and other applicable plans, programs, policies and practices then 
in effect.  Anything in this Agreement to the contrary notwithstanding, if the 
Employee's employment with the Company is terminated prior to the date on 
which a Change in Control occurs either (i) by the Company other than for 
Cause or (ii) by the Employee for Good Reason, and it is reasonably 
demonstrated that termination of employment (a) was at the request of an 
unrelated third party who has taken steps reasonably calculated to effect a 
Change in Control, or (b) otherwise arose in connection with or in 
anticipation of the Change in Control, then for all purposes of this Agreement 
the termination shall be deemed to have occurred upon a Change in Control and 
the Employee will be entitled to Severance Benefits as provided in Section 2.2 
hereof.

2.4.  Notice of Termination.  Any termination by the Company for Cause or by 
the Employee for Good Reason shall be communicated by Notice of Termination to 
the other party.  For purposes of this Agreement, a "Notice of Termination" 
shall mean a written notice which shall indicate the specific termination 
provision in this Agreement relied upon, and shall set forth in reasonable 
detail the facts and circumstances claimed to provide a basis for termination 
of the Employee's employment under the provision so indicated.

2.5.  Withholding of Taxes.  The Company shall withhold from any amounts 
payable under this Agreement all Federal, state, local, or other taxes as 
legally shall be required to be withheld.

2.6.  Certain Limitations on Payments by the Company.  Notwithstanding the 
foregoing or any other provision of this Agreement to the contrary, if tax 
counsel selected by the Company and acceptable to the Employee determines that 
any portion of any payment under this Agreement would constitute an "excess 
parachute payment," then the payments to be made to the Employee under this 
Agreement shall be reduced (but not below zero) such that the value of the 
aggregate payments that the Employee is entitled to receive under this 
Agreement and any other agreement or plan or program of the Company shall be 
one dollar ($1) less than the maximum amount of payments which the Employee 
may receive without becoming subject to the tax imposed by Section 4999 of the 
Internal Revenue Code; provided, however, that the foregoing limitation shall 
not apply in the event that such tax counsel determines that the benefits to 
the Employee under this Agreement on an after-tax basis (i.e., after federal, 
state and local income and excise taxes) if such limitation is not applied 
would exceed the after-tax benefits to the Employee if such limitation is 
applied.
 
         Article 3.  Unconditional Obligations; Dispute Resolution.  

The Company's obligation to make the payments provided for under this 
Agreement and otherwise to perform its obligations hereunder shall not be 
affected by any set-off, counterclaim, recoupment, defense or other claim, 
right or action which the Company may have against the Employee or others.  
Any controversy or claim arising out of or relating to this Agreement or the 
breach thereof (including the arbitrability of any controversy or claim), 
shall be settled by arbitration in accordance with the internal laws of the 
State of North Carolina by three arbitrators, one of whom shall be appointed 
by the Board, one by the Employee and the third of whom shall be appointed by 
the first two arbitrators.  If the first two arbitrators cannot agree on the 
appointment of a third arbitrator, then the third arbitrator shall be 
appointed by the American Arbitration Association.  The arbitration shall be 
conducted in accordance with the rules of the American Arbitration 
Association, except with respect to the selection of arbitrators which shall 
be as provided in this Article 3.  The cost of any arbitration proceeding 
hereunder shall be borne equally by the Company and the Employee.  The award 
of the arbitrators shall be binding upon the parties.  Judgment upon the award 
rendered by the arbitrators may be entered in any court having jurisdiction 
thereof. 

Article 4.  Binding Effect; Successors

This Agreement is personal to the Employee and without the prior written 
consent of the Company shall not be assignable by the Employee otherwise than 
by will or the laws of descent and distribution.  This Agreement shall inure 
to the benefit of and be enforceable by the Employee's legal representatives.  
This Agreement shall inure to the benefit of and be binding upon the Company 
and its successors and assigns.  The Company shall require any successor 
(whether direct or indirect, by purchase, merger, consolidation or otherwise) 
to all or substantially all of the business and/or assets of the Company to 
assume expressly and agree to perform this Agreement in the same manner and to 
the same extent that the Company would be required to perform it if no such 
succession had taken place.  As used in this Agreement, "Company" shall mean 
the Company as hereinbefore defined and any successor to its business and/or 
assets as aforesaid which assumes and agrees to perform this Agreement by 
operation of law, or otherwise.

Article 5.  Term of Agreement

The term of this Agreement shall commence on the Effective Date and shall 
continue in effect for three (3) full years.  However, in the event a Change 
in Control occurs during the term, this Agreement will remain in effect for 
the longer of:  (i) twenty-four (24) months beyond the month in which such 
Change in Control occurred; or (ii) until all obligations of the Company 
hereunder have been fulfilled, and until all benefits required hereunder have 
been paid to the Employee or other party entitled thereto.  The term of this 
Agreement may be extended by written agreement of the parties.

Article 6.  Miscellaneous

6.1.  Employment Status.  Neither this Agreement nor any provision hereof 
shall be deemed to create or center upon the Employee any right to be retained 
in the employ of the Company or any subsidiary or other affiliate thereof.

6.2.  Beneficiaries.  The Employee may designate one or more persons or 
entities as the primary and/or contingent Beneficiaries of any Severance 
Benefits owing to the Employee under this Agreement.  Such designation must be 
in the form of a signed writing acceptable to the Board of Directors of the 
Company.  The Employee may make or change such designation at any time.

6.3.  Entire Agreement.  This Agreement contains the entire understanding of 
the Company and the Employee with respect to the subject matter hereof.  The 
payments provided for under this Agreement in the event of the Employee's 
termination of employment shall be in lieu of any severance benefits payable 
under any severance plan, program, or policy of the Company to which he might 
otherwise be entitled.

6.4.  Gender and Number.  Except where otherwise indicated by the context, any 
masculine term used herein also shall include the feminine; the plural shall 
include the singular, and the singular shall include the plural.

6.5.  Notices.  All notices, requests, demands, and other communications 
hereunder must be in writing and shall be deemed to have been duly given if 
delivered by hand or mailed within the continental United States by first-
class certified mail, return receipt requested, postage prepaid, to the other 
party, addressed as follows:

(a)	if to the Company:

	Trion, Inc.
	101 McNeill Road
	Sanford, North Carolina  27331-0760


(b)	if to Employee, to him at the address set forth at the end of this 
Agreement.  Addresses may be changed by written notice sent to the other party 
at the last recorded address of that party.

6.6.  Execution in Counterparts.  This Agreement may be executed by the 
parties hereto in counterparts, each of which shall be deemed to be original, 
but all such counterparts shall constitute one and the same instrument, and 
all signatures need not appear on any one counterpart.

6.7.  Severability.  In the event any provision of this Agreement shall be 
held illegal or invalid for any reason, the illegality or invalidity shall not 
affect the remaining parts of the Agreement, and the Agreement shall be 
construed and enforced as if the illegal or invalid provision had not been 
included. Further, the captions of this Agreement are not part of the 
provisions hereof and shall have no force and effect.
		
6.8.  Modification.  No provision of this Agreement may be modified, waived, 
or discharged unless such modification, waiver, or discharge is agreed to in 
writing and signed by the Employee and on behalf of the Company.

6.9.  Applicable Law.  To the extent not preempted by the laws of the United 
States, the laws of the State of North Carolina, other than the conflict of 
law provisions thereof, shall be the controlling law in all matters relating 
to this Agreement.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and 
year first above written.

TRION, INC.


By: 	

Title: 	

EMPLOYEE

	
Name:	Calvin J. Monsma
Address: 1717 Windmill Drive
         Sanford, NC  27330
 



 

 


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