Exhibit Number 10.6


             Employment Agreement between Stant and Thomas K. Erwin
























                                      E-25

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                                                                  Conformed Copy

                              EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement")  is made in  Richmond,
Indiana as of February 10, 1997,  by and between Stant  Corporation,  a Delaware
corporation  with  its  principal  place  of  business  at 425  Commerce  Drive,
Richmond, IN 47374 (the "Company"),  and Thomas K. Erwin, an individual residing
at 316 Redfield Ct., Park Ridge, IL 60068, ("Executive").

                                   WITNESSETH:

         WHEREAS, the Company desires to retain the services of Executive as its
Senior Vice President and Chief Financial  Officer,  and Executive has indicated
his  willingness  to provide  his  services  in such  position  on the terms and
conditions set forth herein;

         NOW  THEREFORE,  in  consideration  of the covenants and the agreements
herein contained, the parties agree as follows:

         1.       Services

         During the Term of Employment  (as defined in  Subsection  3(a) below),
the Company  hereby  employs  Executive as its Senior Vice  President  and Chief
Financial Officer, and Executive hereby accepts such employment. In his capacity
as the Company's  Senior Vice President and Chief Financial  Officer,  Executive
shall devote substantially all his business time,  attention,  skill and efforts
to the faithful  performance  of his duties  hereunder  and shall have the usual
powers and duties  vested in the office of the Senior Vice  President  and Chief
Financial  Officer  of a  corporation  of the size,  stature  and  nature of the
Company.  Executive  shall report  directly to the President and Chief Executive
Officer of the Company  (the  "President").  As such Senior Vice  President  and
Chief  Financial  Officer  the  Executive  shall have  sufficient  authority  to
accomplish the objectives and goals set for him by the President of the Company.

         The  principal  place of employment  shall be the Greater  Chicago Area
which is defined as that area which is within  fifty (50) miles of the main post
office of Chicago. However,  initially Executive shall perform this agreement at
the present  executive  offices of the Company at  Richmond,  Indiana,  with the
Company reimbursing  Executive the reasonable expenses of his subsistence in the
Richmond, Indiana, area.

         2. Compensation.  For  all services to be rendered by Executive  in any
capacity  hereunder,  during the Term of Employment  the  Company  shall  pay or
provide to Executive,  and Executive  shall accept,  the following  amounts  and
benefits:

         (a)  Base  Salary.  The  Company  shall  pay to  Executive  in  cash in
accordance  with its regular  payroll  practices (but not less  frequently  than
monthly) a base  salary  (the  "Base  Salary")  at the  initial  annual  rate of
$250,000,  which rate shall be reviewed by the  President on or about January 1,
1998 and annually thereafter.  Such salary may be increased,  but not decreased,
from  time-to-time  at  the  discretion  of  the  President,   subject  to  such
limitations as may be set from time to time by the  Compensation  Committee (the
"Committee")   of  the  Board  of  Directors  of  the  Company  (the  "Board  of
Directors"),  to reflect both merit and cost of living  increases,  and upon any
such  increase in the annual rate of  Executive's  base salary,  such  increased
amount  shall  become  the  "Base  Salary"  for  the  remainder  of the  Term of
Employment.

<PAGE>

         (b) Incentive  Compensation.  Executive shall  participate in an annual
incentive  compensation  plan for  executives  to be  adopted  by the  Committee
whereby  Executive shall have the opportunity  each year to earn a cash bonus in
an  amount  of up to 50% of the  Base  Salary  for  such  year  based  upon  the
attainment of financial targets which are realistically  obtainable  established
for the Company and  achievement  of individual  personal  objectives,  with the
opportunity  each year to earn a cash bonus in an amount in excess of 50% of the
Base Salary for attainment of extraordinary results. The cash bonus provided for
in this  Subsection  2(b)  shall be paid on or before the  thirtieth  (30th) day
following the date of the Auditor's  Opinion on the financial  statements of the
Company  for the year to which the bonus  relates and in no event later than six
(6)  months   after  the  close  of  the  fiscal  year  to  which  they  relate.
Notwithstanding any other provision in this plan, 10% of Executive's bonus shall
be based on satisfactory  individual performance by Executive. If Executive does
not  achieve  his  assigned  objectives  or  fails  to meet or  exceed  high job
performance  expectations,  no payment (or a reduced  payment)  will be made for
this bonus  component.  In such event the unpaid  amount  will be  credited to a
bonus  pool  which  will  then  be   allocated  by  the   Committee,   upon  the
recommendation of the President,  to one or more bonus plan  participants  whose
job performance has been outstanding.

         By January 31 of each year during the Term of Employment, Executive may
irrevocably  elect,  by notice in writing to the  Company,  to receive  all or a
stated percentage of his incentive compensation, if any, for such fiscal year in
the form of stock  options to be issued by the Company  pursuant to a plan to be
established  by the  Board.  The  exercise  price,  vesting  and  exercisability
conditions  and valuation of such options shall be as set forth in the Company's
Stock Option Plan for Directors (1993).

         (c) Insurance:  Pension  Benefits.  Executive shall  participate to the
extent eligible in all insurance  (including,  without limitation,  life, travel
and  accident,  medical and dental  insurance),  pension,  pension  restoration,
deferred compensation, disability, profit-sharing, retirement and other employee
welfare and benefit  plans  maintained  from time to time by the Company for its
executives or salaried employees, to the extent that such executives or salaried
employees participate,  in accordance with their respective terms, except as may
otherwise be provided herein.  The Company reserves the right to change any such
welfare or  benefit  plan in the  future,  but no such  change  shall be applied
retroactively or adversely affect benefits already accrued.

         (d) Stock Option.  At the next meeting of the Stock Option Committee of
the Board of Directors  ("Stock  Option  Committee"),  the Company shall propose
that the Stock Option  Committee grant  Executive a  non-incentive  stock option
covering 30,000 shares of the Company's  common stock at the market price on the
day of the grant. Such option shall vest at the first anniversary of the date of
grant,  or sooner  if, and thirty  (30) days  after a Change of  Control,  as is
defined in Article 6, occurs  prior  thereto,  and shall be  exercisable  for 10
years,  subject in all cases to the terms of the 1993  Stock  Option  Plan.  The
grant is contingent upon approval by the Stock Option Committee of the grant and
approval by the  Stockholders  of the Company of an appropriate  increase in the
number of shares  available for grant under the  Company's  current Stock Option
Plan.

         (e) Fringe  benefits;  Vacation.  Executive  shall  participate  in the
Company's automobile program and all other fringe benefits to the same extent as
other senior executives of the Company.  Executive shall be entitled to a number
of paid vacation days each year as allowed under the Company's  vacation  policy
as currently in effect which shall be no less than four (4) weeks.

<PAGE>

         (f)  Business  Travel  and Other  Expenses.  The  Company  shall pay or
reimburse  Executive  for all  reasonable  business  travel  and other  business
expenses incurred by Executive in the course of performing his duties under this
Agreement,  upon  presentation  by  Executive  of an  itemized  account  of such
expenses.

         (g) Disability.  The Company shall provide  Executive with a disability
arrangement (the "Disability  Arrangement") that will provide Executive,  in the
event  he  becomes  disabled,   with  payments  to  be  made  in  equal  monthly
installments  of not  less  than 60% of the  Executive's  average  total  salary
compensation  (Base Salary and incentive  compensation)  actually earned for the
three calendar years preceding the date of disability  (assuming,  to the extent
relevant,  that Executive's total salary compensation for each of calendar years
1994,  1995  and 1996 was  $250,000);  such  payments  to  commence  on the date
disability is determined  and end on the date of which  Executive  recovers from
the  disability,  dies or attains age sixty-five  (65),  whichever first occurs.
Such  payments  shall be offset by any other  disability  payments  received  by
Executive under the Company's regular  short-term  disability  program,  regular
long-term  disability  program  and  the  Social  Security  Disability  benefits
program.

         3.       Term of Employment and Termination.

         (a) Term of Employment.  The Term of Employment  shall be the period of
time which  begins on February  10, 1997 and ends on the date (the  "Termination
Date") which is the earlier of (i) the day of  Executive's  death,  (ii) the day
Executive  reaches age 65 and (iii) the effective date of any termination of the
Term of Employment as provided for in this Agreement.

         (b)  Termination  by the  Company  for  Good  Cause.  The  Company  may
terminate  the Term of  Employment  at any time for Good  Cause (as  defined  in
Subsection  3(c)  below).  The Company  shall  notify (the "Good Cause  Notice")
Executive  in writing  at least  thirty  (30) days in  advance  of any  proposed
termination  for Good Cause  (which Good Cause Notice shall state the Good Cause
for which  Executive  is proposed to be  dismissed in such detail as to permit a
reasonable  assessment  by  Executive  of the bona fides  thereof).  During such
notice period  Executive  shall have the  opportunity  to cure any breach if the
same is capable of being cured.

         (c)    Definition of Good Cause. For purposes  of  this Agreement,  the
term "Good Cause" shall mean:

         (i)    a material  breach  by  Executive of his obligations  under this
                Agreement,

         (ii)   material misconduct by Executive in respect of such obligations,

         (iii)  Executive's  engaging in  conduct which is immoral or illegal or
                which brings  Executive  or  the Company or any of its direct or
                indirect   subsidiaries  (collectively   the "Stant Group") into
                disrepute or  otherwise  damages the business of the Stant Group
                (as  determined  in  the good  faith   judgment  of the Board of
                Directors), or

         (iv)   Executive's commission of an act of dishonesty or a felony,

which in any event is not cured by Executive  prior to the effective date of the
termination  of the Term of  Employment  referred  to in the Good Cause  Notice;
provided.  however,  that Good Cause  shall not  include:  (a) bad  judgment  or
negligence, (b) any act or failure to act by Executive believed in good faith by
him to have been in or not opposed to the interests of the Stant Group,  and (c)
any act or failure to act by Executive in respect of which a determination could
properly be made that Executive met the applicable standard of conduct described
for  indemnification  or reimbursement or payment of expenses under the Delaware
Corporation Law, or the By-laws or Restated  Certificate of Incorporation of the
Company, or the Company's directors' and officers' liability insurance.

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         (d)  Termination  by  the  Company  for  Convenience.  Subject  to  the
Company's obligations to pay or provide certain amounts and benefits pursuant to
Subsections  4(b) or (c) below, the Company may terminate the Term of Employment
at any time for its convenience upon a minimum of sixty (60) days' prior written
notice to Executive. In such event, the Company shall have the option of waiving
Executive's  services  during  all or  part  of such  notice  period;  provided,
however,  that during such notice  period the Company  shall  continue to pay or
provide to Executive the amounts and benefits described in Section 2 above.

         (e)      Events of Termination. The following shall  constitute  Events
of Termination:

         (i)      A reduction  in (x) the Base Salary or (y) the  percentage  of
                  Base Salary which  Executive  may earn as an annual cash bonus
                  pursuant to Subsection 2(b) above;

         (ii)     A material  reduction  in the benefits  available to Executive
                  under the Company's  pension and/or pension restoration plans;

         (iii)    A   material   adverse   change  in  Executive's  duties   and
                  responsibilities or position; and

         (iv)     An ordered relocation of Executive's place of employment which
                  results in his commutation  increasing by more than fifty (50)
                  miles round trip  (notwithstanding  his right to be reimbursed
                  for all expenses in connection with such relocation).

The  occurrence of any such event shall be treated as a termination  of the Term
of Employment  for the  convenience of the Company  pursuant to Subsection  3(d)
above,  and the sixty (60) day notice period  required by Subsection  3(d) above
shall be deemed to have commenced on the date Executive  receives written notice
from the Company (the "Reduction  Notice") of the proposed effective date of the
reduction,  change or relocation to which Executive does not consent;  provided,
however,  that if Executive fails to notify the Company, in writing as elsewhere
provided herein, of Executive's  objection to the proposed reduction,  change or
relocation within ten (10) business days of his receipt of the Reduction Notice,
such failure to notify shall be conclusive  evidence that Executive consented to
such  reduction,  change or relocation  and waived any right to assert that such
reduction,  change or relocation  constitutes  a breach of this  Agreement or an
Event of Termination.

If the Term of Employment is terminated because of an Event of Termination,  the
Company  shall pay or provide  to  Executive  all of the  amounts  and  benefits
specified in Subsection 4(b) or (c) below.

         (f) Termination by Executive for  Convenience.  Executive may terminate
the Term of Employment at any time for  Executive's  convenience,  including his
election to retire at any time, upon a minimum of sixty (60) days' prior written
notice to the Company.  The Company shall have the option of waiving all or part
of  Executive's  services  during all or part of such notice  period;  provided,
however, that until the end of such notice period (i) the Company shall continue
to pay or provide to Executive  the amounts and benefits  described in Section 2
above and (ii)  Executive  shall  continue to be an "employee" of the Company or
one of its  subsidiaries  and shall not commence active  employment with another
employer.

In the event a purported  termination  of the Term of  Employment  by  Executive
because of an Event of  Termination  is, for any  reason,  found to be  invalid,
erroneous or incorrect,  such  termination  shall be treated as a termination by
Executive for Executive's convenience pursuant to this Subsection 3(f).

<PAGE>

         (g) Termination for Disability.  In the event of Executive's Disability
(as defined below),  his employment with the Company shall be deemed  terminated
for purposes of this Agreement as of the end of the calendar month in which such
Disability occurs. For purposes of this Agreement,  "Disability" shall be deemed
to have  occurred if (i)  Executive  shall be unable to perform his duties on an
active  full-time  basis by reason of  disability  or impairment of health for a
period of at least 180 consecutive  calendar days or (ii) the Company shall have
received  a  certificate  from a  physician  reasonably  acceptable  to both the
Company  and the  Executive  (or his  representative)  to the  effect  that  the
Executive is incapable of reasonably performing services under this Agreement in
accordance with past practices.

         (h)  Termination by Executive for Good Reason.  Executive may terminate
his employment under this Agreement for Good Reason,  in which event the Company
shall still have the same  obligations  to  Executive  under this  Agreement  as
provided for in Section 4(b).

                  "Good Reason" shall mean:

                           (a) Without Executive's express written consent,  the
                           assignment  to Executive  of any duties  inconsistent
                           with  his  positions,  duties,  responsibilities  and
                           status with the Company set forth in this  Agreement,
                           or a change in his reporting responsibilities,  title
                           or  offices  set  forth  in  this  Agreement,  or any
                           removal of Executive  from or any failure to re-elect
                           him to any of such  positions,  except in  connection
                           with the termination of his employment;

                           (b)  A  reduction  in  Executive's   Base  Salary  or
                           material  reduction in benefits or a material  breach
                           of  the  Company's  obligations  undertaken  in  this
                           Agreement  (after the  Company has  received  written
                           notice of such breach and a reasonable opportunity to
                           cure);

                           (c) In the  event of the  occurrence  of a Change  in
                           Control,  upon the  occurrence  thereafter  of one or
                           more of the following events:

                                    (i)  Any  termination  by  the  Company  for
                           convenience of the  employment of Executive  pursuant
                           to Section 3(d) within three (3) years after a Change
                           in Control; or

                                    (ii) The  occurrence of any of the following
                           events  within  three  (3)  years  after a Change  in
                           Control:

                                    (A) A  significant  adverse  change  in  the
                           nature   or   scope  of  the   authorities,   powers,
                           functions, responsibilities or duties attached to the
                           position  with  the  Company   which   Executive  had
                           immediately  prior  to  the  Change  in  Control,   a
                           reduction in the  aggregate of  Executive's  Base Pay
                           and Incentive  Pay received from the Company,  or the
                           termination  of  Executive's  rights to any Executive
                           Benefits to which he was entitled  immediately  prior
                           to the Change in Control or a  reduction  in scope or
                           value thereof  without the prior  written  consent of
                           Executive,  any of which is not  remedied  within ten
                           (10)  calendar  days after  receipt by the Company of
                           written   notice  from   Executive  of  such  change,
                           reduction or termination, as the case may be;

<PAGE>

                                    (B) A  determination  by  Executive  made in
                           good  faith  that as a result of a Change in  Control
                           and   a   change    in    circumstances    thereafter
                           significantly  affecting  his  position,  he has been
                           rendered  substantially  unable to carry out,  or has
                           been  substantially  hindered in the  performance of,
                           any   of   the   authorities,    powers,   functions,
                           responsibilities  or duties  attached to his position
                           immediately  prior to the  Change of  Control,  which
                           situation  is not remedied  within ten (10)  calendar
                           days after  receipt by the Company of written  notice
                           from Executive of such determination; or

                                    (C) The  liquidation,  dissolution,  merger,
                           consolidation  or  reorganization  of the  Company or
                           transfer  of  all  or a  significant  portion  of its
                           business   and/or  assets  unless  the  successor  or
                           successors (by  liquidation,  merger,  consolidation,
                           reorganization  or  otherwise)  to  which  all  or  a
                           significant  portion of its  business  and/or  assets
                           have been  transferred  directly or by  operation  of
                           law) shall have assumed all duties and obligations of
                           the Company under this agreement; or

                           (d) Subsequent to a Change in Control of the Company,
                           the failure by the  Company to obtain the  assumption
                           of the  obligation  to perform the  Agreement  by any
                           successor as contemplated herein or otherwise.

                  Change in  Control.  For   purposes   of  this   Agreement,  a
"Change in  Control"  is as defined in Article 6 hereof.

         4.       Payments upon Termination of Term of Employment.

         When the Term of Employment terminates,  Executive shall be entitled to
the amounts and benefits provided in this Section 4 and no others:

         (a)      Termination  by Company for Good Cause or by Executive for His
                  Convenience.  If the term of  Employment  is terminated by the
                  Company for Good Cause pursuant to Subsection 3(b) above or by
                  Executive  for his  convenience  pursuant to  Subsection  3(f)
                  above, the Company shall:

         (i)      Continue  to pay or  provide  to  Executive  the  amounts  and
                  benefits  described  in Section 2 above  until the last day of
                  the Term of Employment (the "Termination Date").

         (ii)     Not later than the fifth  (5th)  business  day  following  the
                  Termination Date, pay Executive in cash an amount equal to any
                  accrued but unpaid vacation pay.

         (iii)    As soon as such amount can be computed and, in any event,  not
                  later than the  sixtieth  (60th)  business day  following  the
                  Termination Date, pay Executive in cash an amount equal to any
                  earned   but   unpaid   compensation   under   any   incentive
                  compensation plan in which Executive  participated  during the
                  Term of Employment for all fiscal years  completed  during the
                  Term of Employment.

<PAGE>
 
        (iv)     Provide  any  rights or  benefits  to which  Executive  may be
                  entitled under COBRA, and upon the expiration of any rights or
                  benefits to which  Executive is entitled under COBRA,  provide
                  to Executive the opportunity to continue to participate in all
                  of the Company's group medical and dental  insurance  programs
                  for the  remainder of his life,  provided  Executive  shall be
                  obligated to pay the entire cost of his  participation  in any
                  such program.

         (v)      Provide,  in accordance  with the terms of any such plan,  any
                  rights or benefits to which  Executive  may be entitled  under
                  any tax qualified or non-tax  qualified  welfare or retirement
                  plan of the  Stant  Group,  including  the  Company's  Pension
                  Restoration Plan.

         (b)      Termination  Prior to a Change of Control  by Company  for its
                  Convenience,  by the  Executive  for Good  Reason or due to an
                  Event of  Termination.  If,  prior to a Change of Control  (as
                  defined  in  Section  6  below),  the  Term of  Employment  is
                  terminated  by the  Company  for its  convenience  pursuant to
                  Subsection 3 (d) above, as a result of an Event of Termination
                  pursuant to Subsection 3(e) above or by the Executive for Good
                  Reason pursuant to Subsection 3(h) above, the Company shall:

         (i)      Continue  to  pay  or  provide  to  Executive  the amounts and
                  benefits described in Section 2 above  until  the  Termination
                  Date.

         (ii)     Not later than the fifth  (5th)  business  day  following  the
                  Termination Date, pay Executive in cash an amount equal to any
                  accrued and unpaid vacation pay.

         (iii)    As soon as such amount can be computed and, in any event,  not
                  later than the  sixtieth  (60th)  business day  following  the
                  Termination Date, pay Executive in cash an amount equal to any
                  earned   but   unpaid   compensation   under   any   incentive
                  compensation plan in which Executive  participated  during the
                  Term of Employment for all fiscal years  completed  during the
                  Term of Employment.

         (iv)     Provide any  rights  or  benefits  to which  Executive  may be
                  entitled  under  COBRA,  it being the intent of the parties to
                  this  Agreement  that any such  rights  and   benefits   shall
                  relate to the period of time  immediately   subsequent  to the
                  Twelve Month  Benefit  Termination Date (as defined in  clause
                  (vi) of this  Subsection  4(b));  and upon the  expiration  of
                  any rights or benefits to which  Executive is  entitled  under
                  COBRA,  provide to Executive the  opportunity  to continue  to
                  participate  in  all  of  the  Company's  group   medical  and
                  dental  insurance  programs  for  the  remainder  of his life,
                  provided  Executive  shall be  obligated  to  pay  the  entire
                  cost of his participation in any such program.

         (v)      Provide,  in accordance  with the terms of any such plan,  any
                  rights or benefits to which  Executive  may be entitled  under
                  any tax qualified or non-tax  qualified  welfare or retirement
                  plan of the  Stant  Group,  including  the  Company's  Pension
                  Restoration Plan.

         (vi)     Pay  Executive  the Base Salary  (payable not less  frequently
                  than twice monthly) from the Termination Date through the last
                  day of the twelfth (12th) month following the Termination Date
                  (the  "Twelve  Month  Benefit  Termination  Date");  provided,
                  however,  that the amount payable pursuant to this clause (vi)
                  shall be  subject  to dollar  for  dollar  reduction  for base
                  salary paid by any other  employer to Executive  for this same
                  period or any part  thereof;  however,  Executive  is under no
                  obligation to mitigate these payments.

<PAGE>


         (vii)    Pay  Executive  in cash  any  unpaid  compensation  under  any
                  incentive  compensation  plan in which Executive  participated
                  during the Term of Employment  (assuming  full  achievement of
                  personal   targets,   whether  or  not  actually  achieved  or
                  established)  with  respect  to the year in which  the Term of
                  Employment  ends;  provided,  however,  that the amount of any
                  such  compensation  shall (a) be pro-rated to reflect the fact
                  that  the  Term of  Employment  ended  prior to the end of the
                  period of time to which such  incentive  compensation  relates
                  and (b) reflect fully the  attainment or lack of attainment of
                  any financial targets incorporated into the plan.

         (viii)   Either:

         (a)      Provide Continued  Participation  under all insurance programs
                  and welfare plans  referred to in Subsection  2(c) above until
                  the earlier of (i) the day Executive completes the eligibility
                  waiting   period  under   another   employer's   substantially
                  equivalent  insurance  programs and welfare plans and (ii) the
                  Twelve Month Benefit Termination Date, or

         (b)      In the event the  Company  is unable,  despite  using its best
                  efforts,   to   arrange   or  permit   Executive's   Continued
                  Participation  in any  such  program  or plan as  provided  in
                  clause  (viii)(a)  above, pay Executive a cash amount equal to
                  the cost to  Executive  of obtaining  benefits  comparable  to
                  those which would have been provided to Executive  pursuant to
                  clause  (viii)(a)  above,  such  cash  payment  to be  made to
                  Executive  in  installments  on the last day of each  calendar
                  month,  each such installment to cover such costs as have been
                  incurred by Executive for the preceding month.

For  purposes  of this  Agreement,  "Continued  Participation"  in an  insurance
program or welfare or benefit plan means the providing of benefits comparable to
or greater than the benefits that would have been provided to or for the benefit
of Executive  had  Executive  continued to be a full time  employee of the Stant
Group.

         (ix)     As to each defined  benefit plan qualified  under the Internal
                  Revenue Code of 1986,  as  amended (the "Tax Code")  in  which
                  Executive was  participating  sixty (60)  days  prior  to  the
                  Termination Date  (the  "Measurement  Date"),  pay   Executive
                  in cash an  amount  equal to the value of the additional  plan
                  benefit  which would have accrued to Executive if  Executive's
                  employment with the Stant Group had continued until the Twelve
                  Month  Benefit  Termination Date, to the extent that Executive
                  would   have   been  vested in  such  benefit  if  Executive's
                  employment with the Stant Group had continued until the Twelve
                  Month Benefit  Termination  Date. Any payments to be  made  to
                  Executive  under this clause (ix) shall be in addition to  any
                  benefits  due to  Executive  under the terms of such plans and
                  shall be made within six(6) months after the Termination Date.

                  Calculation  of the value of any such benefit shall be made on
                  the basis of the actuarial  assumptions in use under such plan
                  on the Measurement Date.

         (x)      As to each defined  contribution  plan qualified under the Tax
                  Code in which Executive was  participating  on the Measurement
                  Date,  pay  Executive  in cash an amount equal to the value of
                  any additional contribution which would have been made to such
                  plan by the Stant Group for Executive's account if Executive's
                  employment with the Stant Group had continued until the Twelve
                  Month Benefit  Termination Date, to the extent Executive would
                  have been  vested in such  benefit if  Executive's  employment
                  with the Stant  Group had  continued  until the  Twelve  Month
                  Benefit Termination Date.

<PAGE>

                  Payments  under  this  clause  (x) shall be  calculated  as if
                  Executive  had made all  required  plan  contributions  at the
                  maximum rate and had continued to receive annual  compensation
                  at a rate  equal to the  Measurement  Amount  (as  defined  in
                  clause (vi) of Subsection 4(c) below). Any payments to be made
                  to Executive under this clause (x) shall be in addition to any
                  benefits  due to  Executive  under the terms of such plans and
                  shall be made  within  six (6)  months  after the  Termination
                  Date.

         (xi)     As to any non-qualified  pension plan of the Company,  provide
                  full credit for vesting and benefit  accrual  purposes (to the
                  extent that  compensation and years of service are relevant in
                  computing benefits  thereunder) until the Twelve Month Benefit
                  Termination  Date based upon the  assumption  that during such
                  period Executive had continued to receive annual  compensation
                  at a rate equal to the Measurement Amount.

         (xii)    Provide  outplacement  services  to  Executive  at a  firm  of
                  Executive's choosing satisfactory to the Company.

         (c)  Termination  After a Change  of  Control  by the  Company  for its
Convenience or due to Event of Termination.  If, after a Change of Control,  the
Term of Employment is terminated by the Company for its convenience  pursuant to
Subsection  3(d)  above or as a result of an Event of  Termination  pursuant  to
Subsection 3(e) above, the Company shall:

         (i)      Continue  to  pay or  provide  to  Executive the  amounts  and
                  benefits  described in Section 2 above until  the  Termination
                  Date.

         (ii)     Not later than the fifth  (5th)  business  day  following  the
                  Termination  Date,  pay  Executive  in cash an amount  for any
                  accrued and unpaid vacation pay.

         (iii)    Within five (5) business days after the Termination  Date, pay
                  Executive  an amount in cash  equal to any  earned  but unpaid
                  compensation  under any incentive  compensation  plan in which
                  Executive  participated  during the Term of Employment for all
                  fiscal years completed during the Term of Employment.

         (iv)     Provide any rights  or  benefits  to  which  Executive  may be
                  entitled  under  COBRA,  it being the intent of the parties to
                  this  Agreement   that any such  rights  and   benefits  shall
                  relate to the period of time  immediately   subsequent  to the
                  Twenty-Four  Month Benefit  Termination  Date (as defined   in
                  clause  (viii)  of  Subsection  4(c)  below);  and   upon  the
                  expiration of any rights or  benefits  to  which  Executive is
                  entitled  under COBRA,  provide to Executive the   opportunity
                  to  continue to participate in  all  of  the  Company's  group
                  medical and dental  insurance  programs for the  remainder  of
                  his life,  provided  Executive  shall  be obligated to pay the
                  entire cost of his participation in any such program.

         (v)      Provide,  in accordance  with the terms of any such plan,  any
                  rights or benefits to which  Executive  may be entitled  under
                  any tax qualified or non-tax  qualified  welfare or retirement
                  plan of the Stant Group.

         (vi)     Within five (5) business days after the Termination  Date, pay
                  Executive  in cash an amount equal to two (2) times the sum of
                  (a) the annual Base Salary in effect on the  Measurement  Date
                  and (b) the maximum amount  Executive  could have earned for a
                  full  fiscal  year under any  incentive  compensation  plan in
                  which  Executive was  participating  on the  Measurement  Date
                  (assuming full achievement of financial and personal  targets,
                  whether or not actually  achieved or established) with respect
                  to the year in which  the Term of  Employment  ends  (such sum
                  being the "Measurement Amount").

<PAGE>

         (vii)    Pay  Executive  in cash  any  unpaid  compensation  under  any
                  incentive  compensation  plan in which Executive  participated
                  during the Term of Employment  (assuming  full  achievement of
                  financial  and  personal  targets,  whether  or  not  actually
                  achieved or established) with respect to the year in which the
                  Term of Employment ends.

         (viii) Either:

         (a)      Provide Continued  Participation  under all insurance programs
                  and welfare plans  referred to in Subsection  2(c) above until
                  the earlier of (i) the day Executive completes the eligibility
                  waiting   period  under   another   employer's   substantially
                  equivalent  insurance  programs and welfare plans and (ii) the
                  last  day of the  twenty-fourth  (24th)  month  following  the
                  Termination Date (the "Twenty-Four  Month Benefit  Termination
                  Date"), or

         (b)      In the event the  Company  is unable,  despite  using its best
                  efforts,   to   arrange   or  permit   Executive's   Continued
                  Participation  in any  such  program  or plan as  provided  in
                  clause  (viii)(a)  above, pay Executive a cash amount equal to
                  the cost to  Executive  of obtaining  benefits  comparable  to
                  those which would have been provided to Executive  pursuant to
                  clause  (viii)(a)  above,  such  cash  payment  to be  made to
                  Executive  in  installments  on the last day of each  calendar
                  month,  each such installment to cover such costs as have been
                  incurred by Executive for the preceding month.

         (ix)     As  to   each   defined   benefit  plan  qualified  under  the
                  Tax   Code  in   which  Executive  was  participating  on  the
                  Measurement  Date,  pay  Executive in cash an amount equal  to
                  the value of the  additional  plan benefit   which  would have
                  accrued  to  Executive  if  Executive's   employment  with the
                  Stant Group had continued until the Twenty-Four  Month Benefit
                  Termination Date, to the extent that Executive would have been
                  vested in such benefit  if  Executive's  employment  with  the
                  Stant Group had continued until the Twenty-Four  Month Benefit
                  Termination Date. Any payments to be made to  Executive  under
                  this  clause  (ix)  shall be in  addition   to  any   benefits
                  due to Executive  under  the  terms of such plans and shall be
                  made within five(5) business  days after the Termination Date.

                  Calculation  of the value of any such benefit shall be made on
                  the basis of the actuarial  assumptions in use under such plan
                  on the Measurement Date.

         (x)      As to each defined  contribution  plan qualified under the Tax
                  Code in which Executive was  participating  on the Measurement
                  Date,  pay  Executive  in cash an amount equal to the value of
                  any additional contribution which would have been made to such
                  plan by the Stant Group for Executive's account if Executive's
                  employment  with the  Stant  Group  had  continued  until  the
                  Twenty-Four  Month  Benefit  Termination  Date,  to the extent
                  Executive   would  have  been   vested  in  such   benefit  if
                  Executive's  employment  with the Stant  Group  had  continued
                  until the Twenty-Four Month Benefit Termination Date.

                  Payments  under  this  clause  (x) shall be  calculated  as if
                  Executive  had made all  required  plan  contributions  at the
                  maximum rate and had continued to receive annual  compensation
                  at a rate equal to the Measurement  Amount. Any payments to be
                  made to  Executive  under this clause (x) shall be in addition
                  to any benefits due to Executive under the terms of such plans
                  and shall be made  within  five (5)  business  days  after the
                  Termination Date.
<PAGE>

         (xi)     As to any non-qualified  pension plan of the Company,  provide
                  full credit for vesting and benefit  accrual  purposes (to the
                  extent that  compensation and years of service are relevant in
                  computing  benefits  thereunder)  until the Twenty-Four  Month
                  Benefit Termination Date based upon the assumption that during
                  such  period   Executive  had  continued  to  receive   annual
                  compensation at a rate equal to the Measurement Amount.

         (xii)    Provide  Executive all fringe  benefits  which the Company was
                  providing  to  Executive  on the  Measurement  Date  until the
                  Twenty-Four Month Benefit Termination Date.

         (xiii)   Provide  outplacement  services  to  Executive  at a  firm  of
                  Executive's choosing satisfactory to the Company.

         (d) Limitation of Amounts/benefits. The amounts and benefits to be paid
or provided to Executive pursuant to Subsection 4(c) above, excluding any vested
stock options Executive might be eligible to exercise, (the "Severance Benefit")
shall be reduced as described  below if the Company would,  by reason of section
280G of the Tax Code,  not be entitled to deduct for federal income tax purposes
any part of the Severance Benefit or any part of any other payment or benefit to
which Executive is entitled under any plan or program.  For the purposes of this
Agreement,  the Company's  independent auditors shall determine the value of any
deferred  payments or benefits in accordance with the principles of section 280G
of the Tax Code, and tax counsel selected by the Company's  independent auditors
and acceptable to the Company shall determine the  deductibility of payments and
benefits to which Executive is entitled.  The Severance Benefit shall be reduced
only to the extent required, in the opinion of such tax counsel, to prevent such
nondeductibility  for federal  income tax purposes of any part of the  remaining
Severance  Benefit  and  other  payments  and  benefits  to which  Executive  is
entitled.  The Company shall determine  which elements of the Severance  Benefit
shall  be  reduced  to  conform  to the  provisions  of this  Subparagraph.  Any
determination  made by the  Company's  independent  auditors  or by tax  counsel
pursuant  to this  paragraph  shall be  conclusive  and  binding  on  Executive.
Notwithstanding  the  foregoing,  there shall be no reduction  in the  Severance
Benefit except to the extent that the Company  determines  (based upon advice of
independent auditors or tax counsel, and after consultation with and concurrence
by Executive)  that such  reduction  shall  increase the after tax amount of the
Severance Benefit to Executive.

         (e)  Death.  In the  event  of  Executive's  death  during  the Term of
Employment, and in addition to its obligations under any plan or program offered
to  Executive  which  provides  for  payments or benefits  after his death,  the
Company shall:

         (i)      Continue  to pay the Base  Salary  through the last day of the
                  second (2nd) month  following  the month in which  Executive's
                  death occurs (the "Second Month Benefit Termination Date").

         (ii)     As soon as such amount can be computed and, in any event,  not
                  later  than  the  sixtieth   (60th)  business  day  after  the
                  Termination   Date,  pay  any  earned  but  unpaid   incentive
                  compensation  under any plan for  completed  fiscal years plus
                  earned but unpaid compensation under such plan for the year in
                  which Executive's death occurs.

         (iii)    Continue to provide to the members of the immediate  family of
                  the deceased  Executive medical and dental insurance  coverage
                  on the same basis that such coverage was provided  immediately
                  prior to the Executive's  death until the Second Month Benefit
                  Termination Date.

         (iv)     Provide any rights or benefits to which members of Executive's
                  immediate  family may be entitled  under  COBRA,  it being the
                  intent of the parties to this  Agreement  that any such rights
                  and benefits  shall  relate to the period of time  immediately
                  subsequent to the Second Month Benefit Termination Date.

<PAGE>

The payments to be made under this  Subsection  4(e) shall be made to the person
or persons  last  designated  as  recipients  of such  payments by  Executive in
written  notice  filed  with  the  Company  or,  absent  such  designation,   to
Executive's estate.

         (f) Disability. If Executive becomes totally disabled, as defined below
in this Subsection,  during the Term of Employment,  Executive shall be entitled
to  continuation  of the Base  Salary  until the earlier of (i) the date six (6)
months  following the date Executive  became totally  disabled and (ii) the date
benefits to Executive commence under the Company's Long Term Disability Plan (or
would have commenced if Executive had elected to participate in such plan).

In addition to the foregoing, Executive shall also receive under this Subsection
4(f) his prorated annual bonus through the date disability is determined and any
deferred vested annual bonuses.  During the period of his disability,  Executive
shall be entitled to continued  participation  in all Company  employee  benefit
plans (other than life insurance plans) including, but not limited to, continued
accrual of  retirement  benefits and coverage  under the  Company's  medical and
hospitalization  plans.  The  determination of disability shall be in accordance
with the Company's long-term disability program or in accordance with some other
acceptable definition.

         (g) Death During  Separation  Period. In the event Executive dies while
receiving or entitled to any amount or benefit under  Subsections  4(a),  (b) or
(c) above,  Executive's  legal  representative  shall be entitled to receive the
amounts and benefits due Executive for the remainder of any periods specified in
such Subsections.

         (h) No Duty to Seek  Employment.  Executive shall not be under any duty
or  obligation  to seek or  accept  employment  at any  time  subsequent  to the
Termination  Date, and, except as specifically  provided under  Subsections 4(b)
and 4(c) above,  no such other  employment,  if  obtained,  or  compensation  or
benefits payable in connection  therewith,  shall reduce any amounts or benefits
to which Executive is entitled hereunder.

         (i)  Notice  of  New  Employment.  If  Executive  commences  full  time
employment with any employer other than a member of the Stant Group prior to (i)
the  Twelve  Month  Benefit  Termination  Date  if the  Term  of  Employment  is
terminated  pursuant  to  Subsections  3(d) or (e)  above  prior to a Change  in
Control or (ii) the Twenty-Four  Month Benefit  Termination  Date if the Term of
Employment is terminated  pursuant to Subsections  3(d) or (e) after a Change in
Control,  then  Executive  shall provide the Company with written notice of such
employment  no later  than  the  first  day of the  calendar  month  immediately
following the date on which Executive commences such employment.

         5.       No Other Severance; General Release of the Stant Group.

         In  consideration  for the amounts and  benefits  due  Executive  under
Section 4 above,  and as a condition of receiving  any such amounts or benefits,
Executive shall

         (a)      not  be  entitled  to  any  payments  or  benefits   under any
severance  policy of general  application to executives  or  salaried  employees
of the Company, and

         (b) deliver to the Company a general  release (the  "General  Release")
releasing  each member of the Stant Group and the present and former  directors,
officers,   employees  and  assigns  of  any  such  person   (collectively   the
"Releasees")  from any and all liability  which the Releasees or any one or more
of them  had or have or may in the  future  have  to  Executive  or  Executive's
successors,  heirs,  executors  and  administrators  with respect to any and all
actions,  suits,  contracts,   agreements,   damages  and  claims  of  any  kind
whatsoever,  in law or in equity, from the beginning of the world until the date
of the  General  Release,  including  without  limiting  the  generality  of the
foregoing any and all claims arising out of or relating in any way whatsoever to
the employment of Executive by any of the Releasees; provided, however, that the
General Release shall not release the Company from any of its obligations  under
this  Agreement.  The General  Release shall be in the form of Exhibit A to this
Agreement or in such  different  or other form as the Company in its  reasonable
discretion   shall  consider   necessary  or  appropriate  to  ensure  the  full
enforceability of the General Release under applicable federal,  state and local
laws.

<PAGE>

         6.    Change of Control: Attorney's Fees Following a Change of Control.

         The term "Change of Control"  means (i) the  acquisition  by any Person
(as such term is defined in Section 13(d) of the Exchange Act) of 20% or more of
the combined voting power of the Company's  outstanding  securities  entitled to
vote generally in the election of Directors (the "Voting  Securities") or (ii) a
majority of the Directors of the Company are  individuals who were not nominated
by the  Board of  Directors;  provided,  however,  that (y) the  acquisition  or
disposition of any portion of the combined voting power of the Voting Securities
by Bessemer Capital Partners LP ("BCP") and/or by any Person affiliated with BCP
(BCP and all such Persons being, collectively, the "Bessemer Group") shall in no
event  constitute a Change of Control and (z) the  acquisition by any person who
is not a member  of the  Bessemer  Group of 20% or more of the  combined  voting
power of the Voting  Securities shall not constitute a Change of Control so long
as during the entire time such Person possesses 20% or more of such voting power
the Bessemer  Group has the power to vote 50% or more of such voting  power.  In
any dispute or controversy  arising under this  Agreement  following a Change of
Control, the Company agrees to pay the reasonable fees and expenses of one legal
counsel for Executive;  provided, however, that Executive acts in good faith and
in the reasonable belief of the merit of Executive's position.

         7.       Trade Secrets

         Executive  recognizes that by reason of his employment hereunder he may
have  acquired  or will in the future  acquire  confidential  information  which
belongs to or concerns  one or more  members of the Stant  Group  ("Confidential
Information").  Accordingly,  Executive  agrees  that he will not,  directly  or
indirectly,  except to the extent required by law or after obtaining the written
consent of the Board of  Directors,  disclose,  or use for his own benefit,  any
Confidential Information that Executive has learned by reason of his association
with the Stant Group or use any such  information  to the detriment of the Stant
Group. For purposes of this Section 7, the term "Confidential Information" shall
include all  information  not  publicly  available  relating to the  activities,
operations,  finances,  products and services of the Stant Group,  including but
not limited to plans, processes,  research,  programs, ideas, marketing and sale
of product information,  customer information, costs, pricing, trade secrets and
other  intellectual  property.  In the event of a violation of this provision by
Executive,  the  Company  shall be  entitled,  in addition to any other right or
remedy it may have, to an  injunction,  without the posting of any bond or other
security,  enjoining or  restraining  Executive from any violation or threatened
violation  of this  provision.  Executive  shall  deliver to the  Company at the
termination  of the Term of  Employment  or at any other  time the  Company  may
request, all memoranda,  notes, plans, records,  financial data and projections,
reports and other documents (and copies thereof) relating to the business of the
Stant Group which he may then possess or have under his control.  The  agreement
of  Executive as set forth in this Section 7 shall  survive the  termination  of
this Agreement.

         8.       Inventions.

         (a)  Assignment of  Inventions.  Executive  will assign and hereby does
assign to the  Company his entire  right,  title and  interest in the  following
inventions and developments, whether patentable or unpatentable, which Executive
makes or conceives or reduces to practice, solely or jointly with others:

         (i)      Inventions  and  developments  made or conceived or reduced to
                  practice  at any time  during  Executive's  employment  by any
                  member of the Stant Group,  whether  during  working  hours or
                  not,  which  relate  in any way to  products  manufactured  or
                  business  conducted  by any  member of the Stant  Group at any
                  time during the period of  Executive's  employment or which in
                  any  other  way  relate  to  any  subject  matter  with  which
                  Executive's  work  for  any  member  of  the  Stant  Group  is
                  concerned;

         (ii)     Inventions  and  developments  made or conceived or reduced to
                  practice  at any time  during,  before  or  after  Executive's
                  employment by any member of the Stant Group which were made or
                  conceived  or  reduced to  practice  with the use of the time,
                  materials or facilities of any member of the Stant Group; and
<PAGE>

         (iii)    Inventions  and  developments  made or conceived or reduced to
                  practice by Executive  during the six month  period  following
                  the Termination  Date and which directly or indirectly  result
                  from  work  initiated,  conducted,  observed  or  contemplated
                  during  Executive's  employment  by any  member  of the  Stant
                  Group.

         (b)      Disclosure  of Inventions. Executive will promptly disclose in
writing to the Company each invention and development  of  the type set forth in
Subsection 8(a) above.

         (c)  Assistance.  Both during and after  Executive's  employment by the
Stant  Group,  and without  charge to the Stant  Group but at the Stant  Group's
expense,  Executive will do all such acts and execute,  acknowledge  and deliver
all papers considered by the Stant Group to be reasonably necessary or advisable
for obtaining  patents in the United States and any other country for inventions
and  developments of the type described in Subsection 8(a) above and for vesting
or evidencing  title to such inventions and  developments and to such patents in
the Company or its nominee.  Executive will also give all reasonable  assistance
to the Stant Group in any litigation or controversy  involving said  inventions;
provided,  however,  that  should such  services  be rendered  after the Term of
Employment, a reasonable compensation shall be paid to Executive upon a per diem
basis.

         9.       Noncompete

         If the Term of Employment  is  terminated by the Executive  pursuant to
Subsection 3(f) above or by the Company pursuant to Subsection 3(b) above, for a
period of twelve (12) months after the Termination Date, Executive shall not (i)
directly  or  indirectly  engage in any  business  substantially  similar to the
business  conducted  by the Stant  Group in any  geographical  area in which the
Stant Group conducts such business, (ii) participate in the sale to any customer
of the Stant Group of products which are substantially  similar to those sold to
such customer by the Stant Group, (iii) have any significant interest,  directly
or indirectly, in any such business; provided, however, that nothing herein will
prevent Executive from owning in the aggregate not more than five (5) percent of
the outstanding stock of any class of a corporation which is publicly traded, so
long as Executive has no participation in the management of such corporation, or
(iv) directly or indirectly solicit or induce any employee of the Stant Group to
terminate his or her employment with the Stant Group or otherwise interfere with
such employee's employment relationship with the Stant Group.

         10.      Tax Preparation and Legal Fees

         The Company  shall  provide  Executive  with tax  preparation  services
annually  and  shall  reimburse  Executive  his  reasonable  legal  fees for the
negotiation and enforcement of this agreement.


         11.       Representations and Warranties

         Executive hereby represents and warrants that he is not prohibited from
either  entering  into  this  Agreement  or fully  performing  any or all of his
obligations hereunder.

         12.       Assignment and Delegation

         Executive may not without the Company's written consent thereto assign,
transfer  or convey  his  rights  or  obligations  under  this  Agreement.  This
Agreement  and all of the  Company's  rights and  obligations  hereunder  may be
assigned or transferred by it, in whole but not in part, to and shall be binding
upon  and  inure  to the  benefit  of any  successor  of the  Company,  but such
assignment  by the  Company  shall  not  relieve  it of  any of its  obligations
hereunder.  As used herein,  the term "successor" shall mean any business entity
which at any time by merger,  consolidation or otherwise shall have acquired all
or substantially all of the business and assets of the Stant Group.
<PAGE>

         13.      Amendments

         No alteration, amendment, change or addition hereto shall be binding or
effective unless the same is set forth in a writing that is signed by each party
hereto.

         14.      Partial Invalidity

         If the final  judgment of a court of competent  jurisdiction  declares,
after the expiration of the time within which judicial  review (if permitted) of
such judgment may be perfected,  that any term or provision hereof is invalid or
unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired
and (b) the invalid or unenforceable  term or provision shall be deemed replaced
by a term or provision that is valid and  enforceable  and that comes closest to
expressing the intention of the invalid or unenforceable term or provision.

         15.      Notices

         All  communications,  notices and consents provided for herein shall be
in writing  and be given in person or by means of  facsimile  or other  means of
wire  transmission  (with request for  assurance of receipt in a manner  typical
with respect to  communications  of that type) or by mail or overnight  delivery
service,  and shall become effective (i) on delivery if given to a person,  (ii)
on the  date of  transmission  if sent  by  facsimile  or  other  means  of wire
transmission,  or (iii) four business  days after being  deposited in the United
States mails, with proper postage and documentation,  for First-Class Registered
or Certified mail, prepaid. Notices shall be addressed as follows:

         (a) if to Executive, to:           Thomas K. Erwin
                                            316 S. Redfield Ct.
                                            Park Ridge, IL 60068
                                            Facsimile number: (847) 692-4469

         (b) if to the Company, to: Stant Corporation
                                            425 Commerce Drive
                                            Richmond, IN 47374
                                            Attn: John P. Reilly, President
                                            Facsimile number: (317) 962-0314

provided,  however,  that if any party shall have designated a different address
by notice  given in  accordance  with this Section 14 to the other party to this
Agreement, then the last address so designated shall control.

         16.      Waivers

         A  waiver  by  either  party of any  breach  of any  provision  of this
Agreement  shall not be  deemed  to  constitute  a waiver  of any  preceding  or
subsequent breach of the same or any other provision of this Agreement.

         17.       Governing Law

         All matters respecting this Agreement,  including the validity thereof,
are to be governed by, and  interpreted,  construed  and enforced in  accordance
with the internal (and not conflict) laws of the State of Indiana.

         18.      Consent to Jurisdiction: Availability of Temporary Restraining
Orders and Injunctions Executive  hereby  expressly and  irrevocably  (i) agrees
that the Company may bring any action,  whether at law or in equity, arising out
of or based upon this  Agreement in the State of Indiana or in any federal court
therein, (ii) consents to personal jurisdiction in any such  court and to accept
service  of  process  in  accordance  with  the  provisions  of  the laws of the
State of Indiana,  or of the State of Illinois and (iii) agrees that in addition
to  any  other  remedy  provided  at  law or in equity, the  Company   shall  be
entitled  to a  temporary  restraining  order and both preliminary and permanent
injunctions  restraining  Executive  from  violating  any  of the provisions  of
Sections 7, 8 or 9 above.

<PAGE>

         19.      Supersedes Prior Agreements; Entire Agreement

         This Agreement  automatically  terminates,  supersedes and replaces any
and all other agreements,  promises,  understandings  and arrangements,  whether
written or oral,  express or implied,  between  Executive  and any member of the
Stant Group  relating to  Executive's  employment  or  conditions  of employment
(except  any  pre-existing   contractual  obligations  of  Executive  concerning
confidentiality  or assignment  of patents,  inventions,  ideas or  intellectual
property).  This instrument  contains the entire  agreement  between the parties
with respect to the subject  matter  hereof.  This  Agreement may not be changed
orally but only by agreement  in writing  signed on behalf of the Company by the
President.


         IN WITNESS WHEREOF, the parties hereto have executed this agreement, as
of the date and year first above written.

                                    STANT CORPORATION
Attest

Anthony W. Graziano, Jr.             By: J.P. Reilly
------------------------                 -----------
Anthony W. Graziano, Jr.                 J.P. Reilly
Secretary                                President and Chief Executive Officer

                                                     EXECUTIVE
Witness

M. B. Murtaugh                          Thomas K. Erwin
--------------                          ---------------    
                                        Thomas K. Erwin