EXHIBIT 10.2

                          EMPLOYMENT AGREEMENT
                          (David M. Schlegel)

     THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of 
this 1st day of August, 1995, by and among David M. Schlegel, a citizen 
and resident of the State of New Mexico (the "Employee"), Trion, Inc., a 
corporation organized and existing under the laws of the State of 
Pennsylvania with its principal office in Sanford, North Carolina 
("Trion"), and Envirco Corporation, a corporation organized and existing 
under the laws of the State of New Mexico with its principal office in 
Albuquerque, New Mexico (the "Company").
                      W I T N E S S E T H: 

     WHEREAS, the Employee is a stockholder of the Company and has been 
employed by the Company as its President and Chief Executive Officer;

     WHEREAS, the Employee and the other security holders of the Company 
are selling all outstanding securities of the Company (the "Stock Sale") 
to Trion pursuant to and upon the terms and conditions set forth in that 
certain Stock Purchase Agreement dated as of July 28, 1995 by and among 
Trion, the Company, the Employee and the other security holders of the 
Company as set forth therein (the "Stock Purchase Agreement");

     WHEREAS, pursuant to the Stock Purchase Agreement, it is a 
condition to Trion's consummation of the Stock Sale that the Employee 
enter into this Agreement providing for (i) the continued employment of 
Employee by the Company for the term and upon the conditions set forth 
herein, (ii) certain agreements by the Employee not to compete with the 
Company or Trion during the term of such employment and for a certain 
period thereafter, and (iii) certain payments to the Employee by the 
Company and by Trion as additional consideration for the execution and 
delivery of this Agreement by the Employee;

     WHEREAS, the parties acknowledge and agree that this Agreement is 
supported by valuable consideration and is entered into voluntarily by 
the parties;

     NOW, THEREFORE, for and in consideration of the terms of the Stock 
Purchase Agreement, and the mutual covenants, conditions and additional 
consideration set forth herein, the parties, intending legally to be 
bound, hereby agree as follows:

1.   Employment.  The Company agrees to continue the employment of the
Employee during the Employment Term (as defined in Section 3
hereof).  The Employee hereby accepts such employment and agrees 
to serve the Company as its President and Chief Executive Officer
subject to the general supervision and direction of the Board of
Directors of the Company (the "Board").

2.   Duties.  During the Employment Term, the Employee shall perform
such services and duties as are customarily associated with the
office of the president and chief executive officer and as the 
Board may from time to time reasonably designate, shall devote the 
Employee's full time and best efforts to the business affairs of 
the Company and shall not become engaged as an employee or 
otherwise in any other business or commercial activities without 
the prior written consent of the Board. Nothing in this Agreement 
shall be construed to prohibit Employee from devoting his 
reasonable time and attention to civic and charitable activities 
not inconsistent with the business affairs of the Company, and 
Employee is expressly authorized to continue his involvement with 
and to devote during normal business hours his reasonable time and 
attention, as an officer, director or otherwise, to the Asthma 
and Allergy Foundation of America and to the Association of 
Commerce and Industry of New Mexico and to receive from the 
Company reimbursement of his reasonable expenses for so doing; 
provided, however, in no event shall the total amount of time and 
attention spent by the Employee in connection with such 
activities, in the opinion of the Board, prevent or interfere 
with the Employee's performance of his duties hereunder.

3.   Employment Term.  The Employee shall be employed by the Company 
for a period beginning on the date of the closing of the Stock Sale  
and continuing until August 1, 2000 or until earlier terminated    
pursuant to Section 5 hereof (the "Employment Term").

4.   Compensation and Benefits.

a)   Base Compensation.  During the Employment Term, the Company will  
pay the Employee and annual base salary (the "Base Salary") as               
compensation  for the Employee's services hereunder of $166,397, 
payable in equal bi-weekly installments or in such other manner 
to which the parties agree.  Any Basic Salary increases shall be 
in the sole and absolute discretion of the Board based upon his 
performance and the performance of the Company.

b)   Other Compensation.  In addition to the Base Salary provided for 
in Section 4(a) above, during the Employment Term the Company   
agrees to pay or cause to be provided to the Employee the 
following benefits:
 
(1)   Bonus Incentive Plan.  This plan shall provide for the
payment of a cash bonus each fiscal year up to a maximum
amount equal to the product of (i) 35%, (ii) 1.5 and (iii )
the Base Salary of the Employee for such fiscal year (the
"Maximum Bonus Amount").  The amount payable as cash bonus
shall be determined based on the achievement by the Company
of certain budget goals for the Company for such fiscal
year.  The budget goals will be established annually by 
Trion prior to each fiscal year based on a budget for the 
Company prepared by the Employee and approved by Trion prior 
to each fiscal year.  The budget goals will have minimum  
targets and maximum targets.  If the Company exceeds the 
maximum targets, the Maximum Bonus Amount will be paid.  If 
the Company does not exceed the minimum targets, no bonus            
will be payable.  If the Company exceeds the minimum 
targets, but not the maximum targets, the bonus amount will 
be prorated.  Notwithstanding the foregoing, for the period 
from March 1, 1995 to December 31, 1995, the following shall 
apply to determine the amount of cash bonus payable to the 

Employee:

(i)     from March 1, 1995 to the date of closing of the
Stock Sale (the "Closing"), the bonus payable 
shall be that amount which would otherwise be 
payable pursuant to the Company's bonus incentive 
plan in effect prior to such Closing based on the 
plan and budget goals attached hereto as Exhibit 
A, prorated for such period.  Any bonus payable 
will be paid upon completion of the Closing 
Balance Sheet contemplated by the Stock Purchase 
Agreement.

(ii)   from Closing to December 31, 1995, the bonus
payable shall be based upon the bonus plan and 
budget goals for such period as described on the 
exhibit attached hereto as Exhibit B, prorated for 
such period.

(2)    Stock Options.  Trion will enter into a Stock Option 
Award Agreement with Employee by which the Employee will be 
eligible for awards of options to purchase up to 100,000 
shares of Trion common stock on the following terms and 
conditions:

a.     Options to purchase up to 20,000 shares may be 
awarded in the period from the Closing to December 
31, 1995 and in each of the following four fiscal 
years beginning January 1, 1996 (each such period or 
fiscal year an "Option Period").

b.     Each option must be exercised within five years of 
the date of award or it will expire.

c.     With respect to each Option Period, no option will 
be awarded unless the Company has achieved at least 
a 10% increase in gross revenues and a 10% increase 
in operating profit for such Option Period over 
gross revenues and operating profit for the 
immediately preceding comparable period, with 
such amounts for both comparison periods to be 
determined in accordance with generally accepted 
accounting principles consistently applied.  If the 
performance goals are not met for an Option Period, 
no option for such Option Period will be granted.

d.     With respect to each Option Period, if the Company 
achieves at least a 20% increase in gross revenues
and a 20% increase in operating profit for such 
Option Period over gross revenues and operating
Profit for the immediately preceding comparable 
period, options for 20,000 shares shall be awarded.
If the Company achieves at least a 10% increase in
both gross revenues and operating profit, but less 
than a 20% increase in either gross revenues or
operating profit, for such Option Period over gross 
revenues and operating profit for the immediately 
preceding comparable period, then the number of 
shared covered by options awarded shall be reduced 
to an amount equal to 20,000 multiplied by a 
fraction, (x) the numerator of which is the 
difference between (A) the lower of the increase in 
gross revenue and the increase in operating profit 
and (B) 10%, and (y)the denominator of which is 10%.

e.     The exercise price for each share shall be 
established as the average closing price for Trion
common stock for the five business days immediately
preceding the date hereof (but in no event less than
$6.00 per share).

f.     Awards, if any, for an Option Period will be made by
April 1 of the following year or earlier if the 
audited financials of the Company are available.

g.     The Stock Option Award Agreement and the right to 
the award of options thereunder shall automatically
terminate upon the Employee's termination of 
employment with the Company for any reason; 
provided, such termination shall not affect any 
options already granted or options which may be
granted pursuant to Section 5(e)(5).

h.     The stock to be issued upon exercise of options will
be restricted stock and not registered under any
applicable federal or state laws. The Employee will
be required to execute a certificate and agreement
stating that the stock cannot be sold without
registration under applicable federal and state
securities laws or an exemption therefrom and
certifying as to the investment intent of Employee.
Trion agrees to cause the stock to be issued upon
exercise of such options to be registered with the
Securities Exchange Commission ("SEC") the next time
Trion registers shares with the SEC in connection 
With its benefit plans.

i.     The number of shares covered by the Stock Option 
Award Agreement, including the number of shares 
covered by options outstanding and by options not
yet awarded, shall be increased or decreased in the
same proportion as the total of the outstanding 
shares of common stock of Trion is increased or
decreased as the result of any stock split.  
Similarly, the exercise price for each option shall
Be reduced or increased in the same proportion as
the total of the outstanding shares of Trion is
increased or reduced by any stock split.

(3)    Trion Incentive Stock Option Plan.  Employee will be
entitled to participate in the Trion Incentive Stock 
Option Plan adopted in 1995 on the same terms and 
conditions contained in that plan on the date thereof.

(c)   Fringe Benefits.  During the Employment Term, the Company shall
provide to the Employee all benefits which are generally 
available to other employees of the Company similarly situated
on a basis consistent with the terms and conditions of such 
benefits.  In addition, the Company shall provide to the 
Employee (i) an automobile allowance of $1,680.00 per month or,
at the option of the company, maintenance by the Company of the
automobile currently provided by the Company for Employee and 
payment of operating expenses in accordance with past practices
and (ii) payment of dues and other items to the country club to
which Employee currently belongs in accordance with his current
arrangement.

(d)   Withholding.  The compensation provided to the Employee 
pursuant to this Agreement shall be subject to any withholdings
and deductions required by any applicable tax laws.

(e)   Indemnification.  The employee will be provided with 
indemnification provided to officers and directors of the
Company in effect on July 1, 1995 or as otherwise may be set
forth in the bylaws of the Company.  Nothing in this
subparagraph (e) shall diminish or alter the effect of the
Employee's absolute waiver of any right of indemnification by
the Company as set forth in Section 9.9 of the Stock Purchase
Agreement.  The indemnification provided pursuant hereto shall
be in lieu of and shall supersede the indemnification Agreement
between the Employee and the Company dated July 20, 1995.

5.    Termination.  The employment Term is subject to earlier
termination as follows:

(a)   Termination For Cause.  The Company shall have the right 
immediately to terminate the Employee's employment with the
Company, by giving written notice to the Employee for any of
the following reasons, each of which shall be deemed to be
"For Cause":  (i) any material breach by the Employee, for
whatever reason, of any provision of this Agreement; (ii) 
failure by the Employee to follow reasonable instructions or
directions from the Board relating to the performance of his
or her duties hereunder; (iii) any material violation by the
Employee of any written or verbal employment policy established
from time to time by the Board; (iv) intentional 
misappropriation by the Employee of funds or property of the
Company; (v) illegal use or distribution of drugs or chronic
alcohol abuse; (vi) commission by the Employee of an act of 
fraud upon, or materially evidencing bad faith, dishonesty or
disloyalty toward, the Company; or (vii) conviction of a felony
or misdemeanor involving moral turpitude.

(b)   Termination Without Cause.  After the third anniversary of the
date hereof, the Company shall have the right to immediately
terminate the Employee's employment upon thirty (30) days' 
prior written notice to Employee of Termination Without Cause.
For purposes hereof, "Termination Without Cause" means 
termination by the Company for any reason other than termination
due to Disability (hereinafter defined) or termination "For 
Cause."  In the case of such termination, the Company shall
continue to pay to the Employee his Base Salary then in effect
for a period of the lesser of (i) 24 months or (ii) the 
remaining Employment Term.  The amount payable by the Company
shall be reduced by the gross earnings of the Employee earned
during the period such payments are payable by the Company.  On
request, the Employee shall certify to the Company the amount of
such earnings.  For purposes hereof, gross earnings of the
Employee shall be those earnings subject to the Medicare portion
of the Federal Self Employment Tax.

(c)   Death of the Employee.  The Employment Term shall terminate 
immediately upon the death of the Employee.

(d)   Disability of the Employee.  The Employment Term shall terminate 
upon the 180th day of the Disability of the Employee.  For 
purposes hereof, "Disability" shall have the meaning ascribed to
such term in the Company's existing long-term disability plan.  
The Employee agrees to submit, at the Company's expense, such
medical evidence regarding such disability or infirmity as is
reasonably requested by the Company.

(e)   Earned Compensation and Benefits.  Upon termination of this
Agreement prior to the end of the Employment Term, the 
Employee's compensation and benefits provided for in Section 4
shall be prorated and paid to the Employee, his heirs, 
Successors and assigns, as follows:

(1)   Base Salary shall be paid to the end of the month in
which termination occurs in accordance with Section 4(a):

(2)   Earned by unpaid cash incentive bonus, if any, for the 
most recent fiscal year ending prior to the termination
date shall be paid as provided in Section 4(b)(1).
 
(3)   Any cash incentive bonus payable under Section 4(b)(1) for 
the fiscal year in which termination occurs shall be 
determined as set forth in Section 4(b)(1),provided that 
the period during which such performance goals shall be 
measured shall be the period of employment during such 
year compared, if applicable, to performance during the 
comparable period in the previous year.  Such cash bonus, 
if any, shall be prorated for the period of employment and 
shall be payable at the time such amounts would otherwise 
be payable if the Employee was employed for the entire 
fiscal year.     

(4)   Stock options payable pursuant to Section 4(b)(2) for the
most recent Option Period ending prior to the termination
date, if any, shall be awarded as provided in Section 
4(b)(2).

(5)   Any stock options payable under Section 4(b)(2) for the 
fiscal year which the termination occurs shall be determined 
as set forth in Section 4(b)(2), provided that the Option 
Period shall be the period of employment during such year 
and shall be compared to the comparable period in the 
preceding year.  The number of such stock options, if any, 
to be granted shall be prorated for the period of employment 
and shall be granted at the time such grants would otherwise 
be made if the Employee was employed for the entire fiscal 
year.

Except for the payment of any earned but unpaid salary due at the time 
of termination of the Employment Term, any payment required under 
subparagraphs (b) or (e) herein, and the continuation of benefits as 
provided by law or the Company's benefit plans applicable to the 
Employee, the Employee shall not be entitled to receive any additional 
compensation of any kind from the Company upon termination of the 
Employment Term.  

6.  Non-Competition.  For and in consideration of this Agreement, the 
continued employment of Employee and the additional consideration set 
forth in Section 7 hereof, the Employee agrees that, unless specifically 
authorized by the Company in writing, he will not, during any period in 
which he is employed by the Company and for a period of two (2) calendar 
year(s) after the termination or end of the Employee's employment with 
the Company (whatever the reason for the end of the employment 
relationship):


(a)   Solicit, encourage or support any employee of the Company to
leave the employment of the Company;

(b)   Solicit, encourage or support any supplier of goods or services
to the Company to reduce the amount of business with the Company;

(c)   Solicit, encourage or support any "Company Customer" (as defined 
below)to reduce the amount of or to not do business with the 
Company;

(d)   Serve as an employee, agent, officer, consultant, advisor, or 
director of, or own any interest in (other than as beneficial
owner of not more than five percent (5%) of the outstanding
shares of a class of equity security of a corporation or other
entity, which class of equity securities is registered pursuant
to the Securities Exchange Act of 1934, as amended), any entity
that engages in "Competitive Activity" with the Company;

(e)   Engage in any "Competitive Activity" (as defined below) with any
"Company Customer" (as defined below): or
      
(f)   Engage in any "Competitive Activity" (as defined below) with the
"Restricted Territory" (as defined below).

"Competitive Activity" means the business of the manufacture, sale, 
service or development of indoor air quality equipment, products, or
applications which are competitive with products manufactured, sold, 
serviced or developed by the Company or Trion.

"Company Customer" means any company or individual customer of the 
Company, Environmental Air Control, Inc. ("Environmental") or Trion who 
purchased products or services from the Company, Environmental or Trion 
during the Employee's employment with the Company or Environmental.

"Restricted Territory" means the territory in which the Company, 
Environmental, or Trion conducted its business during the last three 
years of Employee's employment with the Company or Environmental.

The Employee further agrees that during any period in which he is 
employed with the Company, he will not engage in any "Competitive 
Activity" (as defined above) individually or with any company or 
individual other than the Company.

The Employee acknowledges that the restrictions placed upon him by this 
Section 6 are reasonable given the nature of the Employee's position 
with the Company that involves overall management of the Company 
wherever it does business, the area in which the Company markets its 
products and services, and the additional consideration provided by the 
Company to the Employee pursuant to this Agreement.  Specifically, the 
Employee acknowledges that the length of the covenant not to compete is 
reasonable and that the definitions of "Competitive Activity," 
"Restricted Territory" and "Company Customer" are reasonable.

The Employee acknowledges that all of the provisions of this Section 6 
are fair and necessary to protect the interests of the Company.  
Accordingly, the Employee agrees not to contest the validity or 
enforceability of this Section 6 and agrees that if any court should 
hold any provision of this Section 6 to be unenforceable, the remaining 
provisions will nonetheless be enforceable according to their terms.  
Further, if any provision or subsection is held to be over broad as 
written, the Employee agrees that a court should view the above 
provisions and subsections as separable and uphold those separable 
provisions and subsections deemed to be reasonable.

     7.    Additional Consideration.  As additional consideration for 
the Employee's execution of this Agreement and the covenant not to 
compete contained herein, the Company agrees to pay the Employee, his 
heirs, successors or assigns the sum of $50,000, to be paid on the date 
hereof as payment for the covenant not to compete.  The Company further 
agrees to pay the Employee, his heirs, successors or assigns $50,000 per 
year for a period of four years for his execution of this agreement, to 
be paid on the first day of August of each year, commencing August 1, 
1996, until August 1, 1999.

     8.    Company Information.  The employee acknowledges and agrees 
that all sales files, customer records, customer lists, and reports 
used, prepared or collected by him are the property of the Company and 
agrees that, in the event of the end of his employment with the Company 
for any reason, he will return and make available to the Company prior 
to the last day of his employment all sales files, customer records, 
customer lists, and reports in his possession.

     9.    Confidentiality.  For an in consideration of the terms of 
this Agreement, the Employee agrees to the following for the protection 
of the Company:

(a)   During the term of the Employee's employment with the Company and
for perpetuity after the Employee's separation of employment with
the Company, for whatever reason, the Employee agrees that he will
not, without prior written approval by the Company: 
(1) misappropriate, (2) use for the purpose of competing with the
Company, either directly or indirectly, (3) disclose to any third 
party, either directly or indirectly, or (4) aid anyone else in 
disclosing to any third party, either directly or indirectly, all
or any part of any "Confidential Information" (as that term is
defined below).

(b)   "Confidential Information" mean:  (1) any Company information
regarding a "Company Customer" (as that term is defined above),
including but not limited to customer lists, contracts, 
information, requirements, billing histories, needs and products 
or services provided by the Company to such customers; or (2) all
financial information concerning the Company, including but not 
limited to, financial statements, balance sheets, profit and loss 
statements, earnings, commissions and salaries paid to employees, 
sales data and projections, cost analyses and similar information;
or (3) all sources and methods of supply to the Company, including 
but not limited to contracts and similar information; or (4) all 
plans and projections for business opportunities for new or 
developing business of the Company; or (5) all information 
relating to the Company's prices, costs, rebates, research and
development activities, service performance, financial data and 
operating results, employee lists, personnel matters and other 
confidential or proprietary information, designs, patents, ideas 
and trade secrets.

"Confidential Information," however, shall not mean or apply to
any information or materials to the extent that the same (1) is 
now in, or later enters, the public domain through no fault of the 
Employee, (2) was known to the Employee prior to the disclosure by
the Company or Environmental or Trion and such knowledge can be 
 supported by written documentation supplied by the Employee, or
 (3) was rightfully obtained by the Employee from a third party in 
 rightful possession of such information.

10.   Inventions and Improvements.  The Employee agrees that the Company
and not the Employee shall be the owner of all right, title and
interest in any apparatus, products, processes, systems, methods,
means, or other intellectual creations or innovations, including
improvements or changes in or to any of the foregoing, whether
patentable or unpatentable, relating to the business, products,
services, or investigations of Company, and any and all designs,
functions, techniques, and procedures relating thereto
(hereinafter referred to as "Inventions and Improvements").  
Employee agrees to promptly and fully assign to Company all rights
title and interests in and to all Inventions and Improvements made
or conceived by Employee during the Employment Term.  Employee
        
further agrees to cooperate with and assist Company in its 
obtaining, for its benefit, patents or similar invention-
protection rights in the United States and/or foreign countries 
with respect to Inventions and Improvements made or conceived by 
Employee; 

(ii) in any legal or administrative proceedings relating 
to such Inventions and Improvements or patents or similar 
invention-protection rights pertaining thereto; and (iii) by 
executing and delivering any and all documents, instruments, and 
writings of every kind and nature as may be necessary or desirable 
for Company to obtain, perfect, or protect its rights hereunder or 
to accomplish the purposes hereof.

     11.   Enforcement; Arbitration.  In the event of any breach or 
threatened breach of Sections 6, 8, 9 or 10 of the Agreement by the 
Employee, the Company shall be entitled to an injunction, without bond, 
restraining such breach, and costs and attorney's fees relating to any 
such proceeding or  any other legal action to enforce those sections of 
the Agreement, but nothing herein shall be construed as prohibiting the 
Company from pursuing other remedies available to it for such breach or 
threatened breach. The Employee also agrees that the Company may 
disclose this Agreement to any person or entity who, at any time during 
the Employee's employment with the Company or for a period of two (2) 
years after the Employee's employment with the Company, employs or 
considers employing the Employee.

     Except for claims barred by the applicable statute of limitations 
(which may not be pursued by the parties) and except for claims for 
injunctive relief (which may be pursued in federal or state court or by 
arbitration), the parties agree that any and all disputes between them 
which cannot be amicably settled shall be determined solely and 
exclusively by arbitration administered by the American Arbitration 
Association under its rules for such disputes at its office in 
Albuquerque, New Mexico and judgment on the award rendered by the 
arbitrator(s) may be entered in any court having jurisdiction thereof.  
The parties agree to share equally the costs and expenses associated 
with the arbitration.

     12.   Working Facilities.  During the period the Employee is 
employed by the Company, the Employee shall be furnished with an office 
and secretarial help and such other facilities and services within the 
greater Albuquerque, New Mexico area (i.e., within 50 miles of the city 
limits of Albuquerque) as are suitable for Employee's position and 
adequate for the performance of his duties.

     13.   Expenses.  The Employee is authorized to incur reasonable and 
necessary expenses incident to promoting the business of the Company, in 
such amounts and in accordance with such policies, statements, and 
directives as may, from time to time, be promulgated by the Company and 
upon the presentation by the Employee of such itemized accounts of such 
expenditures supported by the usual and customary vouchers or receipts 
as the Company's policy may require.
   
     14.   Successors and Assigns.  This Agreement shall be binding upon 
and inure to the benefits of the parties hereto and their respective 
successors, assigns, heirs and personal representatives; provided, 
however, that the Employee may not assign any of his rights, title or 
interest in this Agreement.

     15.   Applicable Law.  The parties agree that this Agreement shall 
be construed in accordance with the laws of the State of New Mexico.

     16.   Waiver of Breach.  No waiver of any breach of this Agreement 
shall operate or be construed as a waiver of any subsequent breach by 
any party.  No waiver shall be valid unless in writing and assigned by 
the party waiving any particular provision.

     17.   Severability.  If any provision of this Agreement is deemed 
invalid or unenforceable, the validity of the other provisions of this 
Agreement shall not be impaired.  If any provision of this Agreement 
shall be deemed invalid as to its scope, then notwithstanding such 
invalidity, that provision shall be deemed valid to the fullest extent 
permitted by law, and the parties agree that, if any court makes such a 
determination, it shall have the power to reduce the duration, scope 
and/or area of such provisions and/or to delete specific words and 
phrases by "blue penciling" and, in its reduced or blue penciled form, 
such provisions shall then be enforceable as allowed by law.

     18.   Notices.  All notices, requests, demands and other 
communications (collectively, "Notices") that are required or may be 
given under this Agreement shall be in writing.  All Notices shall be 
deemed to have been duly given or made: if by hand, immediately upon the 
beginning of the first business day after being sent; if by Federal 
Express, Express Mail or any other reputable overnight delivery service, 
one day after being placed in the exclusive custody and control of said 
courier; and if mailed by certified mail, return receipt requested, 
seven (7) business days after mailing.  In addition, notwithstanding the 
foregoing, a notice of a change of address by a party hereto shall not 
be effective until received by the party to whom such notice of a change 
of address is sent.  All Notices are to be given or made to the parties 
at the following addresses (or to such other address as either party may 
designate by notice in accordance with the provision of this Section):

     (a)    If to the Employee:

            David M. Schlegel
            11412 Woodmar Lane, N.E.
            Albuquerque, New Mexico 87111

     (b)    If to the Company:

            Envirco Corporation
            6701 Jefferson N.E.
            Albuquerque, New Mexico 87109
            Attention:  Steven L. Schneider

            with a copy to:

            Trion, Inc.
            101 McNeill Road
            Sanford, North Carolina 27331
            Attention:  Steven L. Schneider


     (c)    If to Trion:

            Trion, Inc.
            101 McNeill Road
            Sanford, North Carolina 27331
            Attention:  Steven L. Schneider

     19.    Entire Agreement.  This Agreement contains all the terms and 
conditions agreed upon by the parties and shall supersede any other 
agreement between the Employee and the Company or its predecessors 
concerning the subject matter hereof.  Except as otherwise provided 
herein, this Agreement shall not be altered, modified or in any way 
changed, except in writing signed by the Employee and the Company.

     20.    Counterparts.  This agreement may be executed in two (2) 
counterparts, each of which shall be deemed to be an original, but both 
of which, together, shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto set their hand and seal as 
of the dates indicated below:

WITNESS:
/s/-------                                      /s/David M. Schlegel
Date:  7/28/94                                     Employee

                                                     TRION, INC.
                                               /s/Steven L. Schneider
                                               President and CEO

ATTEST:                                              ENVIRCO CORPORATION
/s/------                                     /s/Elmer A. Erickson
Date:  8/1/95                                    CFO V.P. Finance