EXHIBIT 10.4

                            SEVERANCE AGREEMENT

THIS AGREEMENT, made and entered into as of the ________ day of ______________, 
1998, by and between TRION, INC. (hereinafter called the "Company"), a 
Pennsylvania corporation with principal executive offices in Sanford, North 
Carolina, and J.G. Waters (hereinafter called the "Employee"), an individual 
employee of the Company.

 WITNESSETH THAT:

WHEREAS, the Company may be a party to a proposed transaction which 
contemplates the acquisition of the Company by McLeod Russel Holdings PLC 
and as a result of the completion of the transaction; 

WHEREAS, Employee presently serves as an employee of the Company; and

WHEREAS, the parties desire to set forth in this Agreement the terms and 
conditions of their employment relationship from and after the actual date of 
closing of the transaction contemplated (the "Closing Date");

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

1.	Employment and Term.  The Company shall employ the Employee in a full time 
capacity for the term commencing on the Closing Date and continuing for a 
period of one (1) year from and after such date, and the Employee shall 
accept such employment, subject to earlier termination in accordance with 
Section 6; provided, however, that this Agreement shall be of no force or 
effect unless and until the Closing Date shall occur.  Such employment term 
may be extended by the written agreement of the parties hereto.  Capitalized 
terms used in this Agreement shall, unless the context clearly indicates 
otherwise, have the respective meanings given to such terms in Section 15.

2.	Position and Duties.  During the period of his employment as provided in 
Section 1 hereof, the Employee shall serve the Company, and any one or more of 
its affiliates, in such capacities as the Chief Executive Officer of the 
Company shall determine and shall have such duties as may be assigned to him 
from time to time by the Chief Executive Officer of the Company. 

3.	Base Salary.  For his services performed pursuant to this Agreement, 
during the period of employment as provided in Section 1 hereof, the Company 
shall pay the Employee a base salary at the rate that is no less than the rate 
of the Employee's base salary from the Company that was in effect immediately 
prior to the Closing Date, payable in accordance with the Company's regular 
payroll practices.

4.	Other Benefits.  In addition to the base salary to be paid to the Employee 
pursuant to Section 3, the Employee shall be entitled to the following:

(a)	Employee Benefits. The Employee shall be eligible for participation in any 
pension, retirement, profit sharing, health, life, disability, vacation, 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 similarly situated executives 
of the Company.

(b)  Fringe Benefits.  The Employee 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 Employee, upon 
proper accounting, for reasonable business expenses and disbursements incurred 
by him in the course of the performance of his duties under this Agreement.  

5.	Confidentiality.  Except for an act on behalf of the Company with the 
consent of or as directed by the Chief Executive Officer of the Company or as 
may be required by law, the Employee shall keep confidential and shall not 
divulge to any other person or entity, during the term of employment or 
thereafter, any of the business secrets or other confidential information 
regarding the Company and its affiliates, which has not otherwise become public 
knowledge; provided, however, that nothing in this Agreement shall preclude the 
Employee from disclosing information (i) to parties retained to perform 
services for the Company or its subsidiaries, or (ii) under any other 
circumstances to the extent such disclosure is, in the reasonable judgment 
of the Employee, appropriate or necessary to further the best interest of the 
Company or its affiliates, or (iii) as may be required by law.

6.	Termination.  

(a)	Termination Without Cause.  The Employee shall be entitled to receive from 
the Company the severance benefits as described below ("Severance Benefits") if 
during the term of this Agreement there shall occur a Termination Without Cause 
(as such capitalized terms are defined below).  The Severance Benefits shall 
consist of the following:

(i)	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 one (1) times the sum of (A) the Employee's 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 one (1) year period following the effective 
date of termination.

(ii)	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 not included 
in section 6 (a) (I) (ii) 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.

(iii)	For a period of one (1) year following the effective date of termination, 
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


(b)	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 6(a), including without limitation by reason of retirement, death, 
disability, discharge for Cause or resignation other than a Resignation With 
Good Reason, 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.

(c)	 Notice of Termination.  Any termination of this Agreement by either party 
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.

(d)	 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.

(e)	 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.

(f)	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 of Directors of the Company, 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 Section 6(f).  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. 

7.	Entire Agreement.  This Agreement constitutes and expresses the entire 
agreement of the parties with respect to subject matter hereof and supersedes 
and cancels all prior negotiations, discussions, agreements and understandings 
relating to such subject matter.

8.	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)	if to the Company, to:
	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. Such addresses may be changed by written notice sent to the other 
party at the last recorded address of that party.

9.	Binding Effect and Benefit.  This Agreement may not be assigned by either 
party, whether by operation of law or otherwise, without the prior written 
consent of the other party, except that any right, title or interest of the 
Company arising out of this Agreement may be assigned to any corporation 
controlling, controlled by, or under common control with the Company, or 
succeeding to the business and substantially all of the assets of the Company or
any affiliates for which the Employee performs substantial services, provided, 
however, that no such assignment shall relieve the Company of its obligations 
hereunder without the express written consent of the Employee. Subject to the 
foregoing, this Agreement shall be binding upon and shall inure to the benefit 
of the parties and their respective heirs, legatees, devisees, personal 
representatives, successors and assigns.

10.	Severability.  If any provision of this 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 
Agreement.

11.	Further Assurance.  Each party agrees to cooperate with the other, and to 
execute and deliver, or cause to be executed and delivered, all such other 
instruments and documents, and to take all such other actions as may be 
reasonably requested of it from time to time, in order to effectuate the 
provisions and purposes of this Agreement.

12.	Amendment.  This Agreement can be amended or modified only by a written 
agreement of the parties hereto.

13.	Counterparts.  This Agreement may be executed by the parties hereto in 
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.

14.  Applicable Law.  This Agreement shall be construed and interpreted in 
accordance with and governed by the laws of the Commonwealth of Pennsylvania 
other than the conflict of laws provisions of such laws.

15.  Certain Defined Terms. 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)	"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 Chief Executive Officer of the Company 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).

(b)	"Termination Without Cause" shall mean a discharge by the Company of the 
Employee from his employment without Cause; or

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

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

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

TRION, INC.


By:_____________________________

Title:____________________________

						
EMPLOYEE

	
Name:	J. G. Waters
Address:   
 



 

 

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PI-239116.01