SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT


         THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made and 
entered into as of the 20 th day of May, 1998 by and between TRION, INC. 
(hereinafter called the "Company"), a Pennsylvania corporation with principal 
executive offices in Sanford, North Carolina,
                               a
                                n
                                 d
         STEVEN L. SCHNEIDER, an individual residing in Sanford, North 
Carolina (hereinafter called the "Executive");

                          WITNESSETH THAT:

         WHEREAS, the Executive has been employed by the Company as its 
President and Chief Executive Officer since May 24, 1993, originally under an 
Employment Agreement dated March 31, 1993 (the "Original Employment 
Agreement") and subsequently under an Amended and Restated Employment 
Agreement dated July 28, 1995 (the "First Amended and Restated Employment 
Agreement"); and

         WHEREAS, the Company desires to continue such employment and the 
Executive desires to continue to serve in the aforesaid capacity under the 
amended and restated terms and conditions provided in this Second Amended and 
Restated Employment Agreement; and

         WHEREAS, the execution and delivery of this Second Amended and 
Restated Employment Agreement have been duly authorized by the Compensation 
Committee (the "Committee") of the Company's Board of Directors (the "Board") 
and ratified by the Board; 

         NOW, THEREFORE, the Company and the Executive, each intending to be 
legally bound, hereby mutually covenant and agree as follows:

    1.  Term.  The term of the Executive's employment, which commenced under 
the Original Employment Agreement on May 24, 1993 (the "Commencement Date"), 
shall continue through May 24, 1998 under this Second Amended and Restated 
Employment Agreement, subject to the further extension of such term as 
hereinafter provided and earlier expiration of such term as provided in 
Paragraph 5.  The term of this Second Amended and Restated Employment 
Agreement shall be extended automatically for one (1) year as of May 24, 1998 
and each annual anniversary date thereof unless, no later than ninety (90) 
days prior to any such date, either the Board, on behalf of the Company, or 
the Executive, gives written notice to the other, in accordance with Paragraph 
12, that the term of this Second Amended and Restated Employment Agreement 
shall not be so extended.

    2.  Duties.  During the period of employment as provided in Paragraph 1 
hereof, the Executive shall serve as President and Chief Executive Officer of 
the Company and perform all duties consistent with such positions at the 
direction of the Board.  In addition, the Executive shall serve as a member of 
the Board (and of any committees thereof to which the Executive is appointed). 
The Executive shall devote his entire time during reasonable business hours 
(reasonable sick leave and vacations excepted) and best efforts to fulfill 
faithfully, responsibly and satisfactorily his duties hereunder.

    3.  Base Salary.  For services performed by the Executive for the Company 
pursuant to this Second Amended and Restated Employment Agreement during the 
period of employment as provided in Paragraph 1 hereof, the Company shall pay 
the Executive a base salary of at least $214,000 per year (the "Base Salary"), 
subject to review and adjustment by the Board or the Committee and payable in 
accordance with the Company's regular practices.  Any compensation which may 
be paid to the Executive under any additional compensation or incentive plan 
of the Company or which may be otherwise authorized from time to time by the 
Board (or an appropriate committee thereof) shall be in addition to the Base 
Salary to which the Executive shall be entitled under this Second Amended and 
Restated Employment Agreement.

    4.  Other Benefits.  In addition to the Base Salary to be paid to the 
Executive pursuant to Paragraph 3 hereof, the Executive shall also be entitled 
to the following:

         (a)  Participation in Plans.  The Executive shall be eligible for 
participation in any bonus, incentive, stock option or similar plan or program 
now in effect or hereafter established by the Company in the same manner and 
to the same extent as, and subject to the same criteria pertaining to, other 
senior executives of the Company.  To the extent he is otherwise qualified to 
do so, the Executive shall also participate in the various retirement, benefit 
and other plans maintained in force by the Company from time to time. 

         (b)  Fringe Benefits.  The Executive shall be entitled to perquisites 
of office, fringe benefits and other similar benefits consistent with the 
Company's present practices.

         (c)  Expense Reimbursement.  The Company shall reimburse the 
Executive, upon proper accounting, for reasonable business expenses and 
disbursements incurred by him in the course of the performance of his duties 
under this Second Amended and Restated Employment Agreement.  

         (d)  Vacation.  The Executive shall be entitled to three (3) weeks of 
vacation during each year of this Second Amended and Restated Employment 
Agreement, or such greater period as the Board shall approve, without 
reduction in salary or other benefits.

         (e)  Automobile Allowance.  The Executive shall receive an annual 
automobile allowance of $8,000, payable in equal monthly installments. 		

    5.  Termination.  Unless earlier terminated in accordance with the 
following provisions of this Paragraph 5, the Company shall continue to employ 
the Executive and the Executive shall remain employed by the Company during 
the entire term of this Second Amended and Restated Employment Agreement as 
set forth in Paragraph 1.  Paragraph 6 hereof sets forth certain obligations 
of the Company in the event that the Executive's employment hereunder is 
terminated.  Certain capitalized terms used in this Paragraph 5 and Paragraph 
6 hereof are defined in Paragraph 5(c) below.

         (f)  Death or Disability.  Except to the extent otherwise expressly 
stated herein, this Second Amended and Restated Employment Agreement shall 
terminate immediately as of the Date of Termination in the event of the 
Executive's death or in the event that the Executive becomes disabled.  The 
Executive will be deemed to be disabled upon the earlier of (i) the end of a 
six (6) consecutive month period during which, by reason of physical or mental 
injury or disease, the Executive has been unable to perform substantially the 
Executive's usual and customary duties under this Second Amended and Restated 
Employment Agreement and (ii) the date that the Board determines, on the basis 
of such evidence as it may reasonably deem sufficient, that the Executive 
will, by reason of physical or mental injury or disease, be unable to perform 
substantially the Executive's usual and customary duties under this Second 
Amended and Restated Employment Agreement for a period of at least six (6) 
consecutive months.  The Board shall promptly give the Executive written 
notice of any such determination of the Executive's disability and of its 
decision to terminate the Executive's employment by reason thereof.  In the 
event of disability, until the Date of Termination the Base Salary payable to 
the Executive under Paragraph 3 hereof shall be reduced dollar-for-dollar by 
the amount of disability benefits, if any, paid to the Executive in accordance 
with any disability policy or program of the Company. 

         (g)  Discharge for Cause.  The Board may discharge the Executive from 
his employment hereunder for Cause.  Any discharge of the Executive by the 
Board for Cause shall be communicated in writing to the Executive in 
accordance with Paragraph 12 of this Agreement. 

         (h)  Definitions.  For purposes of this Paragraph 5 and Paragraph 6 
hereof, the following capitalized terms shall have the meanings set forth 
below:

               (i)  "Accrued Obligations" shall mean, as of the Date of 
Termination, the sum of (A) the Executive's Base Salary under Paragraph 3 
through the 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 Executive as of the Date of Termination to 
the extent not theretofore paid and (C) any vacation pay, expense 
reimbursements and other cash entitlements accrued by the Executive as of the 
Date of Termination to the extent not theretofore paid.

               (ii)  "Cause" shall mean conviction of the Executive of (or a 
plea of no contest with respect to) a felony or a misdemeanor involving moral 
turpitude or a determination by the Board or the Committee that the Executive 
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).

               (iii)  "Date of Termination" shall mean (A) in the event of a 
discharge of the Executive by the Board or a resignation by the Executive, the 
date the Executive (in the case of discharge) or the Company (in the case of 
resignation) receives written notice of such termination of employment or any 
later date specified therein (which date shall be not more than fifteen (15) 
days after the giving of such notice), (B) in the event of the Executive's 
death, the date of the Executive's death, and (C) in the event of termination 
of the Executive's employment by reason of disability pursuant to Paragraph 
5(a), the date the Executive receives written notice of such termination.

               (iv)  "Discharge For Cause" shall mean a termination by the   
Company of the Executive's employment for Cause pursuant to Paragraph 5(b).

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

                   (A)  A substantial reduction in the Base Salary under      
         Paragraph 3, benefits or perquisites provided the Executive;

                               (B)  A relocation of the Executive's principal 
         place of business to a location which is more than 50 miles from its
         current location; 
                   (C)  The assignment to the Executive of any duties         
         inconsistent in any respect with the Executive'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 Executive'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 Executive in accordance with this 
         Agreement; or

			                   (D)  Any failure by the Company to comply with and 
         satisfy Paragraph 10(c) of this Second Amended and Restated Employment
         Agreement.

		                   (E)  The giving of notice to the Executive by the Company, 
         pursuant to Paragraph 1, that the term of this Second Amended and    
         Restated Employment Agreement shall not be extended in accordance    
         with Paragraph 1. 		 
 
         (vi)  "Termination Without Cause" shall mean a discharge by the 
Company of the Executive from his employment without Cause.

    6.  Obligations of the Company Upon Termination.

          (a)  Death, Disability, Resignation (Other Than a Resignation With 
Good Reason) or Discharge For Cause.  If the Executive's employment with the 
Company terminates because of death, disability, resignation (other than a 
Resignation With Good Reason) or a Discharge For Cause:

               (i)  the Company shall pay to the Executive all Accrued 
Obligations in a lump sum in cash within thirty (30) days after the Date of 
Termination; and

               (ii)  the Executive shall be entitled to receive all benefits 
accrued by him as of the Date of Termination under the Company's retirement, 
incentive, or other benefit plans in which the Executive was participating as 
of the Date of Termination, including accrued benefits payable by reason of 
the Executive's death or disability, if applicable (but only to the extent not 
previously paid or distributed to the Executive) in such manner and at such 
time as are provided under the terms of such plans and arrangements; and

               (iii)  except as otherwise provided in Paragraph 15 hereof, all 
other obligations of the Company hereunder shall cease forthwith.

         (b)  Termination Without Cause or Resignation With Good Reason.  In 
the event of a Termination Without Cause (other than in the case of 
disability) or a Resignation With Good Reason:

               (i)  the Company shall pay all Accrued Obligations to the 
Executive in a lump sum in cash within thirty (30) days after the Date of 
Termination; and 

               (ii)  an amount equal to the product of three (3) times the sum 
of (A) the highest Base Salary during the term of this Second Amended and 
Restated Employment Agreement and (B) the full "Target Award" fixed for the 
Executive for the then current fiscal year shall be paid to the Executive in a 
lump sum in cash within thirty (30) days after the Date of Termination; and 

               (iii)  an incentive bonus equal to the full "Target Award" 
fixed for the Executive 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 Date of Termination and the denominator of which is 
365, shall be paid to the Executive in a lump sum in cash within thirty (30) 
days after the Date of Termination; and 

               (iv)  an amount equal to the sum of (A) the maximum 
contributions that could have been made by the Company on the Executive's 
behalf to all defined contribution plans of the Company (assuming that the 
Executive had made the maximum allowable contributions to such plans) and (B) 
the present value of the benefits that the Executive could have accrued under 
all defined benefit plans of the Company, had the Executive continued to 
participate in such plans for the three (3)-year period following the Date of 
Termination, shall be paid to the Executive in a lump sum in cash within 
thirty (30) days after the Date of Termination; and

               (v)  for a period of two (2) years, the Company shall arrange 
to provide the Executive, at the Company's cost, with life, disability and 
health-and-accident insurance coverage providing substantially similar 
benefits to those which the Executive was receiving immediately prior to the 
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 
Executive is provided with substantially equivalent benefits by another 
employer; and 

               (vi)  the Executive shall be entitled to receive all benefits 
accrued by him as of the Date of Termination under the Company's retirement, 
incentive or other benefit plans in which the Executive was participating as 
of the Date of Termination (but only to the extent not previously paid or 
distributed to the Executive) in such manner and at such time as are provided 
under the terms of such plans; and

               (vii)  except as otherwise provided in Paragraph 15 hereof, all 
other obligations of the Company hereunder shall cease forthwith.

          (d)  Limitation on Payments.  Notwithstanding the foregoing or any 
other provision of this Second Amended and Restated Employment Agreement to 
the contrary, if tax counsel selected by the Company and acceptable to the 
Executive determines that any portion of any payment under this Second Amended 
and Restated Employment Agreement would constitute an "excess parachute 
payment," then the payments to be made to the Executive under this Second 
Amended and Restated Employment Agreement shall be reduced (but not below 
zero) such that the value of the aggregate payments that the Executive is 
entitled to receive under this Second Amended and Restated Employment 
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 Executive 
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 Executive under this Second Amended and Restated Employment 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 Executive if such limitation is applied.

     7.  Indemnification.  The Company shall defend and hold the Executive 
harmless to the fullest extent permitted by applicable law in connection with 
any claim, action, suit, investigation or proceeding arising out of or 
relating to performance by the Executive of services for, or action of the 
Executive as a Director, officer or employee of the Company, or of any other 
person or enterprise for which the Executive serves or acts in such capacity 
at the request of the Company.  Expenses incurred by the Executive in 
defending a claim, action, suit or investigation or criminal proceeding shall 
be paid by the Company in advance of the final disposition thereof upon the 
receipt by the Company of an undertaking by or on behalf of the Executive to 
repay said amount if it shall ultimately be determined that the Executive is 
not entitled to be indemnified hereunder.  The foregoing shall be in addition 
to any indemnification rights the Executive may have by law, contract, 
charter, by-law or otherwise.

     8.  Confidential Information.  The Executive will not, during or after 
the term of this Second Amended and Restated Employment Agreement, disclose to 
any firm or person any information, except as otherwise required by law, 
including but not limited to information about the Company, its affiliates and 
its customers, that is treated as confidential by the Company or an affiliate, 
to which the Executive has gained or gains access by reason of his position as 
an employee of the Company or of an affiliate of the Company.  Except as 
otherwise required by law, the Company will not, without the Executive's 
written consent, disclose to any person any personal or confidential 
information about the Executive.

     9.  Right to Injunctive Relief.  The Executive acknowledges that the 
Company will suffer irreparable injury, not readily susceptible of valuation 
in monetary damages, if the Executive breaches any of his obligations under 
Paragraph 8 above.  Accordingly, the Executive agrees that the Company will be 
entitled to seek injunctive relief against any breach or prospective breach by 
the Executive of the Executive's obligations under Paragraph 8 in any Federal 
or State court of competent jurisdiction sitting in the State of North 
Carolina.  The Executive hereby submits to the jurisdiction of such courts for 
the purposes of any actions or proceedings instituted by the Company to obtain 
such injunctive relief, and agrees that process may be served on the Executive 
by registered mail, addressed to the last address of the Executive known to 
the Company, or in any manner authorized by law.

     10.  Successors.  (a)  This Second Amended and Restated Employment 
Agreement is personal to the Executive and without the prior written consent 
of the Company shall not be assignable by the Executive otherwise than by will 
or the laws of descent and distribution.  This Second Amended and Restated 
Employment Agreement shall inure to the benefit of and be enforceable by the 
Executive's legal representatives.

          (b)  This Second Amended and Restated Employment Agreement shall 
inure to the benefit of and be binding upon the Company and its successors and 
assigns.

          (c)  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 Second Amended and Restated Employment 
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 
Second Amended and Restated Employment 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 Second Amended 
and Restated Employment Agreement by operation of law, or otherwise.

     11.  Notices.  All notices, requests, demands and other communications 
hereunder shall 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, addressed as 
follows:
          (a)  to the Company or the Board, to:
                  Trion Inc.
                  101 McNeill Road
                  P.O. Box 760
                  Sanford, North Carolina 27331-0760
			
                  Attention:  Trion Inc.
                              Board of Directors
                              c/o Corporate Secretary

          (b)  to the Executive, to:
                  Steven L. Schneider
                  1706 Wilkins Drive
                  Sanford, North Carolina 27330

Addresses may be changed by written notice sent to the other party at the last 
recorded address of that party.

     12.  Execution in Counterparts.  This Second Amended and Restated 
Employment Agreement may be executed by the parties hereto in two or more 
counterparts, each of which shall be deemed to be an original, but all such 
counterparts shall constitute one and the same instrument, and all signatures 
need not appear on any one counterpart.

     13.  Unconditional Obligations; Dispute Resolution.  The Company's 
obligation to make the payments provided for under this Second Amended and 
Restated Employment 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 
Executive or others.  Any controversy or claim arising out of or relating to 
this Second Amended and Restated Employment 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 Executive 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 
Paragraph 13.  The cost of any arbitration proceeding hereunder shall be borne 
equally by the Company and the Executive.  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. 

     14.  Jurisdiction and Governing Law.  Jurisdiction over disputes with 
regard to this Second Amended and Restated Employment Agreement shall be 
exclusively in the courts of the State of North Carolina, and this Second 
Amended and Restated Employment Agreement shall be construed and interpreted 
in accordance with and governed by the laws of the State of North Carolina, 
other than the conflict of laws provisions of such laws.

     15.  Survival.  The provisions of this Paragraph 15 and Paragraphs 6 
through 10, 13, 14, 16, and 17 shall survive the termination of this Second 
Amended and Restated Employment Agreement to the extent necessary to 
effectuate the respective purposes of such provisions.	

     16.  Severability.  If any provision of this Second Amended and Restated 
Employment Agreement shall be adjudged by any court of competent jurisdiction 
to be invalid or unenforceable for any reason, such judgment shall not affect, 
impair or invalidate the remainder of this Second Amended and Restated 
Employment Agreement.

     17.  Miscellaneous.  This Second Amended and Restated Employment 
Agreement, and any Stock Option Agreements between the parties hereto,  embody 
the entire understanding of the parties hereto, and supersede all other oral 
or written agreements or understandings between them regarding the subject 
matter hereof.  No change, alteration or modification hereof may be made 
except in a writing, signed by each of the parties hereto.  The headings in 
this Second Amended and Restated Employment Agreement are for convenience of 
reference only and shall not be construed as part of this Second Amended and 
Restated Employment Agreement or to limit or otherwise affect the meaning 
hereof.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Second Amended and Restated Employment Agreement as of the day and year first 
above written.

Attest:                                  TRION INC.
__________________________               By:________________________________
                                         Title:_____________________________

WITNESS:                                 EXECUTIVE
__________________________               ___________________________________
			                                         Steven L. Schneider