Exhibit Number 10.7


                          Form of Employment Agreement























                                      E-42

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                              EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement")  is made in  Richmond,
Indiana as of  __________,  ____, by and between Stant  Corporation,  a Delaware
corporation  with  its  principal  place  of  business  at 425  Commerce  Drive,
Richmond, IN 47374 (the "Company"),  and ______________,  an individual residing
at __________________, ("Executive").

                                   WITNESSETH:

         WHEREAS,  the Company  desires to  continue  to retain the  services of
Executive as its ______________,  and Executive has indicated his willingness to
continue 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  ______________,  and
Executive  hereby  accepts such  employment.  In his  capacity as the  Company's
______________,  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
______________ 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").

         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 a base salary (the "Base Salary")
at the  initial  annual  rate of  $_______,  which rate shall be reviewed by the
President on or about _________,  ____ 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.


         (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  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.  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.

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         (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,  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 effect benefits  already accrued.  To the extent that years of service
are relevant to the vesting of benefits under any pension or retirement  benefit
plan of the Company,  Executive shall receive vesting credit  thereunder for all
his years of service at the Company,  any direct or indirect  subsidiary  of the
Company, and any predecessor of any of the foregoing.

         (d) 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.

         (e)  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.

         3.       Term of Employment and Termination.

         (a) Term of Employment.  The Term of Employment  shall be the period of
time which  begins on  __________,  ____ 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 bonafides 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   Executiv  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,

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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.

         (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.

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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).

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.

         (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.

         (b)  Termination  Prior to a  Change  of  Control  by  Company  for its
Convenience 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 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 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.

<PAGE>

         (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 earned from any other employer  (Executive  being under
                  no obligation to mitigate these payments).

         (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.

<PAGE>

         (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 benefitif 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.

                  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.

         (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.

<PAGE>

         (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 remainde   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 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").

         (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.
<PAGE>

         (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.
         (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.

         (d) Limitation of Amounts/Benefits. The amounts and benefits to be paid
or  provided to  Executive  pursuant to  Subsection  4(c) above (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.

<PAGE>

         (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.

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.

<PAGE>

         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.

         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.

<PAGE>

         7.       Trade Secrets

         Executive recognizes that by reason of his employment hereunder and his
prior  employment  with one or more  members  of the  Stant  Group,  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

         (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.

<PAGE>

         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.      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.

         11.      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.

         12.      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.

         13.      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.

         14.      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:

<PAGE>

         (a) if to Executive, to:


                                            Facsimile number: (317) 962-0314

         (b) if to the Company, to: Stant Corporation
                                            425 Commerce Drive
                                            Richmond, IN 47374
                                            Attn:  J. 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.

         15.      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.

         16.      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.

         17.      Consent to Jurisdiction; Availability of TROs 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,
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.

         18.      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.

<PAGE>


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

                                    STANT CORPORATION
Attest

                                    By:
--------------------------             -----------------------
Secretary                              President and Chief Executive Officer


                                    EXECUTIVE
Witness

--------------------------             -------------------------
                                       (Typed Name of Executive)