CHANGE OF CONTROL AGREEMENT


     THIS CHANGE OF CONTROL  AGREEMENT  (this  "Agreement")  by and between Core
Industries Inc, a Nevada  corporation  (the  "Company"),  with offices at 500 N.
Woodward Avenue,  Bloomfield Hills,  Michigan 48303-2000 and James P. Dixon (the
"Executive"),  an individual  residing at 717 Browning Court,  Bloomfield Hills,
Michigan 48304, dated as of the 26th day of March, 1997.

                                R E C I T A L S:

     WHEREAS, the Company recognizes that the current business environment makes
it difficult to attract and retain highly qualified  executives unless a certain
degree of security can be offered to such individuals against organizational and
personnel  changes which frequently  follow changes in control of a corporation;
and

     WHEREAS,  even rumors of  acquisitions  or mergers may cause  executives to
consider  major  career  changes in an effort to assure  financial  security for
themselves and for their families; and

     WHEREAS,  the Company desires to assure fair treatment of its executives in
the event of a Change in Control  (as  defined  below) and to allow them to make
critical career decisions without undue time pressure and financial uncertainty,
thereby increasing their willingness to remain with the Company  notwithstanding
the outcome of a possible Change in Control transaction; and

     WHEREAS,  the Company  recognizes  that its executives  will be involved in
evaluating or  negotiating  any offers,  proposals or other  transactions  which
could result in Changes in Control of the Company and believes that it is in the
best interest of the Company and its stockholders for such executives to be in a
position, free from personal financial and employment considerations, to be able
to assess  objectively  and pursue  aggressively  the interests of the Company's
stockholders in making these evaluations and carrying on such negotiations; and

     WHEREAS,  the  Compensation  Committee  of  the  Board  of  Directors  (the
"Committee")  of the Company  believes it is essential to provide the  Executive
with  compensation  arrangements  upon a Change in Control which are competitive
with those of other  corporations,  and in order to accomplish these objectives,
the Committee has caused the Company to enter into this Agreement.

     NOW  THEREFORE,  the  parties,  for good  and  valuable  consideration  and
intending to be legally bound, agree as follows:

     1.  Operation  and Term of  Agreement.  This  Agreement  shall be effective
immediately upon its execution.  This Agreement may be terminated by the Company
upon two year's advance written notice to the Executive; provided, however, that
after a Change in Control of the Company during the term of this Agreement, this
Agreement shall remain in effect until all of

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the obligations of the parties hereunder are satisfied and the Protection Period
has expired.  Prior to a Change in Control,  this  Agreement  shall  immediately
terminate upon termination of the Executive's employment or upon the Executive's
ceasing to be an  elected  officer  of the  Company,  except in the case of such
termination under circumstances set forth in Section 2(e) below.

     2. Certain  Definitions.  For  purposes of this  Agreement,  the  following
definitions shall have the following meanings:

          (a)  "Cause"  shall mean (i) actual  dishonesty  intended to result in
substantial  personal enrichment at the expense of the Company,  (ii) conviction
of a felony or (iii)  repeated  willful  and  deliberate  failure  or refusal to
perform the duties normally  associated  with the Executive's  position which is
not remedied in a reasonable period of time after receipt of written notice from
the Company.

          (b) "Change in Control" shall mean:

               (i) on or after  the date of  execution  of this  Agreement,  any
person (which, for all purposes hereof,  shall include,  without limitation,  an
individual,  sole  proprietorship,   partnership,   unincorporated  association,
unincorporated syndicate, unincorporated organization, trust, body corporate and
a trustee,  executor,  administrator or other legal representative) (a "Person")
or any group of two or more  Persons  acting in concert  becomes the  beneficial
owner,  directly or indirectly,  of securities of the Company  representing,  or
acquires the right to control or direct, or to acquire through the conversion of
securities  or the exercise of warrants or other  rights to acquire  securities,
40% or more of the  combined  voting  power of the  Company's  then  outstanding
securities; provided that for the purposes of the Plan, (A) "voting power" means
the right to vote for the election of directors,  and (B) any  determination  of
percentage  combined  voting  power  shall  be made on the  basis  that  (x) all
securities  beneficially  owned by the Person or group or over which  control or
direction  is  exercised  by the  Person  or group  which are  convertible  into
securities  carrying  voting  rights  have been  converted  (whether or not then
convertible) and all options, warrants or other rights which may be exercised to
acquire  securities  beneficially  owned by the  Person  or group or over  which
control or direction  is  exercised  by the Person or group have been  exercised
(whether or not then exercisable),  and (y) no such convertible  securities have
been converted by any other Person and no such options, warrants or other rights
have been exercised by any other Person; or

               (ii) at any  time  subsequent  to the date of  execution  of this
Agreement  there shall be elected or  appointed to the Board of Directors of the
Company (the "Board") any director or directors whose appointment or election by
the Board or  nomination  for  election by the  Company's  shareholders  was not
approved by a vote of at least a majority of the directors  then still in office
who were either  directors on the date of  execution of this  Agreement or whose
election or  appointment  or nomination for election was previously so approved;
or

               (iii)  a  reorganization,  merger,  consolidation,   combination,
corporate  restructuring or similar  transaction (an "Event"),  in each case, in
respect of which the beneficial

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owners of the outstanding  Company voting  securities  immediately prior to such
Event do not,  following such Event,  beneficially  own, directly or indirectly,
more  than 60% of the  combined  voting  power of the  then  outstanding  voting
securities  entitled  to vote  generally  in the  election of  directors  of the
Company and any resulting Parent in substantially  the same proportions as their
ownership,  immediately  prior to such Event, of the outstanding  Company voting
securities; or

               (iv) an Event  involving  the Company as a result of which 40% or
more of the members of the board of  directors  of the Parent or the Company are
not persons who were  members of the Board  immediately  prior to the earlier of
(x) the Event,  (y)  execution of an agreement the  consummation  of which would
result in the Event,  or (z)  announcement  by the  Company of an  intention  to
effect the Event; or

               (v) the  Board  adopts  a  resolution  to the  effect  that,  for
purposes of this Agreement, a Change in Control has occurred.

          (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (d)  "Disability,"  for purposes of this Agreement,  shall apply to an
Executive  who has  applied  for and is  determined  to be  eligible  to receive
disability benefits under the Company's long term disability plan.

          (e) The "Change in Control  Date" shall be any date during the term of
this Agreement on which a Change in Control  occurs.  Anything in this Agreement
to the contrary  notwithstanding,  if the Executive's employment or status as an
elected  officer with the Company is  terminated  within six months prior to the
date on which a Change in Control occurs,  then unless such employment or status
as an elected  officer  with the Company is  terminated  (i) for cause,  or (ii)
voluntarily by the Executive,  for all purposes of this Agreement the "Change in
Control  Date"  shall  mean  the  date  immediately  prior  to the  date of such
termination.

          (f) "Good Reason" means:

               (i) the assignment to the Executive within the Protection  Period
of any  duties  inconsistent  in  any  respect  with  the  Executive's  position
(including status, offices, titles and reporting requirements, authority, duties
or responsibilities),  or any other action which results in a diminution in such
position,  authority, duties or responsibilities,  excluding for this purpose an
isolated,  insubstantial and inadvertent action not taken in bad faith and which
is remedied by the Company promptly after receipt of notice thereof given by the
Executive;

               (ii) a reduction by the Company in the Executive's base salary in
effect immediately before the beginning of the Protection Period or as increased
from time to time thereafter,

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               (iii) a  failure  by the  Company  to  maintain  plans  providing
benefits at least as beneficial as those provided by any benefit or compensation
plan (including, without limitation, any incentive compensation plan, bonus plan
or program,  retirement,  pension or savings plan, stock option plan, restricted
stock plan, life insurance plan,  health and dental plan or disability  plan) in
which the  Executive is  participating  immediately  before the beginning of the
Protection  Period, or if the Company has taken any action which would adversely
affect the Executive's participation in or reduce the Executive's opportunity to
benefit under any of such plans or deprive the Executive of any material  fringe
benefit  enjoyed by him  immediately  before  the  beginning  of the  Protection
Period;  provided,  however,  that a reduction in benefits  under the  Company's
tax-qualified  retirement,  pension or savings plans or its life insurance plan,
health  and  dental  plan,  disability  plans or  other  insurance  plans  which
reduction  applies equally to all participants in the plans and has a de minimis
effect on the Executive  shall not constitute  "Good Reason" for  termination by
the Executive;

               (iv)  the  Company's   requiring  the   Executive,   without  the
Executive's  written consent, to be based at any office or location in excess of
50 miles from his  office  location  immediately  before  the  beginning  of the
Protection Period,  except for travel reasonably  required in the performance of
the Executive's responsibilities;

               (v) any purported  termination by the Company of the  Executive's
employment for Cause otherwise than as expressly permitted by Section 10 of this
Agreement; or

               (vi) any failure by the Company to obtain the  assumption  of the
obligations  contained in this  Agreement by any  successor as  contemplated  in
Section 9(c) of this Agreement.

          (g) "Parent" means any entity which directly or indirectly through one
or more other  entities  owns or controls  more than 50% of the voting  stock or
common stock of the Company.

          (h)  "Protection  Period" means the period  beginning on the Change in
Control  Date and  ending  on the  last day of the  second  full  calendar  year
following the Change in Control Date.

          (i) "Subsidiary"  means a company 50% or more of the voting securities
of which are owned, directly or indirectly, by the Company.

     3.  Benefits  Upon  Termination  Within a Protection  Period.  If, during a
Protection Period, the Executive's employment shall be terminated by the Company
other than for Cause or Disability or other than as a result of the  Executive's
death or if the Executive  shall  terminate his employment for Good Reason,  the
Company shall provide the following benefits:

          (a) The  Company  shall  pay to the  Executive  in a lump  sum in cash
within 30 days after the date of termination  the  Executive's  full base salary
accrued but unpaid  through the date of termination at the rate in effect at the
time of the termination  plus an amount equal to the product of (i) the "Current
Year Bonus" for the  Executive,  which for purposes of this  Agreement  shall be
equal to the  greater  of (A) the  amount  of the  Executive's  bonus  under the
applicable bonus plan for the

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most  recent  fiscal  year  ending  prior to the date of the  Change in  Control
(recognizing  any election to receive stock under the Company's Stock Bonus Plan
and valuing such stock at the market price  thereof on the date  received by the
Executive) or (B) the target bonus  established for the Executive for the fiscal
year in which the Change in Control  occurs (taking into account any election to
receive  stock under the Company's  Stock Bonus Plan,  and valuing such stock at
the closing price of the Company's  common stock two trading days after the date
of the public  announcement  of the  Change in  Control),  multiplied  by (ii) a
fraction,  the  numerator  of which is the  number of days in such  fiscal  year
through the date of termination and the denominator of which is 365; and

          (b) The  Company  shall  pay to the  Executive  in a lump  sum in cash
within 30 days after the date of  termination  a severance  payment in an amount
equal to 100% of the  Executive's  "Annual  Compensation."  For purposes of this
Agreement,  "Annual  Compensation"  shall be an amount equal to the aggregate of
the Executive's annual cash compensation (other than bonus) from the Company and
its Subsidiaries, whether paid currently or deferred in effect immediately prior
to the date of termination or Change in Control  (whichever is greater) plus the
Current Year Bonus as of the year in which the Change in Control occurs; and

          (c) Within 30 days after the date of  termination,  upon  surrender by
the  Executive  of his  outstanding  options to  purchase  common  shares of the
Company ("Common Shares") granted to the Executive  pursuant to the stock option
plans of the Company,  but not including any non-vested stock options granted on
November 13, 1993 or January 11, 1994 (the "Outstanding  Options"),  the Company
shall pay the Executive an amount in respect of each Outstanding Option equal to
the difference  between the exercise price of such  Outstanding  Options and the
higher of (x) the fair  market  value of the  Common  Shares at the time of such
termination,  and (y) the highest  price paid for Common Shares or, in the cases
of  securities  convertible  into  Common  Shares or carrying a right to acquire
Common Shares,  the highest  effective  price (based on the prices paid for such
securities) at which such  securities are  convertible  into Common Shares or at
which Common Shares may be acquired, by any person or group whose acquisition of
voting  securities  has resulted in a Change in Control of the  Company.  In the
alternative,  the Executive may exercise his Outstanding  Options,  all of which
shall be immediately vested; and

          (d)  The  Company  shall  provide  the   Executive   with   reasonable
outplacement  services  selected  by the  Executive,  which  shall  be of a cost
consistent with the policies for executives  serving in positions similar to the
Executive's position attached hereto as Exhibit A; and

          (e) During the two year period following the date of termination,  the
Company shall maintain in full force and effect for the continued benefit of the
Executive the Company's life and disability insurance programs and the Company's
medical,  dental  and  vision  plans in which  the  Executive  was  entitled  to
participate  immediately prior to the date of the Change in Control,  and during
the one  year  period  following  the date of  termination,  the  Company  shall
maintain in full force and effect for the continued benefit of the Executive the
Company's  automobile program in which the Executive was entitled to participate
immediately  prior  to the date of the  Change  in  Control.  In the  event  the
Executive's  participation  in any such  program or plan is barred or  otherwise
prevented, the

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Company   shall  provide  the  Executive   with   after-tax   cash  or  benefits
substantially  similar to and not less  favorable  than the  benefits  which the
Executive would otherwise be entitled to receive under such program or plan; and

          (f) The Company shall  promptly  upon a Change in Control  establish a
rabbi trust  arrangement  for the benefit of the  Executive  and fund that rabbi
trust with an amount equal to the present value of the benefit accrued under the
Company's  Benefit  Equalization  Plan for Certain  Employees of Core Industries
Inc.  (the "SERP  Plan"),  determined  as of the date of the Change in  Control,
using the mortality table published in Revenue Ruling 95-6, as it may be amended
from time to time,  and using an  interest  rate equal to the  average  yield on
30-year  Treasury  Constant  Maturities  as  specified  by the  Commissioner  of
Internal  Revenue for the third  calendar  month  preceding the first day of the
month in which the Change in Control occurs; and

          (g) All of the  Executive's  benefits  accrued under the  supplemental
retirement  plans,  excess  retirement  plans and  deferred  compensation  plans
maintained by the Company or any of its  Subsidiaries  shall become  immediately
vested in full.

     4.  Non-exclusivity  of Rights.  Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit,  bonus,
incentive  or other  plans,  practices,  policies  or  programs  provided by the
Company or any of its Subsidiaries and for which the Executive may qualify,  nor
shall anything herein limit or otherwise affect such rights as the Executive may
have under any stock option or other  agreements  with the Company or any of its
Subsidiaries.  Amounts  which are  vested  benefits  or which the  Executive  is
otherwise entitled to receive under any plan, practice, policy or program of the
Company or any of its  Subsidiaries  at or subsequent to the date of termination
shall be payable in accordance with such plan, practice, policy or program.

     5. Full Settlement;  Legal Expenses.  The Company's  obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder  shall  not be  affected  by any  set-off,  counterclaim,  recoupment,
defense or other  claim,  right or action which the Company may have against the
Executive or others.  In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts  payable
to the  Executive  under any of the  provisions of this  Agreement.  The Company
agrees to pay, upon written demand therefor by the Executive, all legal fees and
expenses which the Executive may reasonably  incur as a result of any dispute or
contest  by  or  with  the  Company  or  others   regarding   the   validity  or
enforceability  of, or liability under, any provision of this Agreement,  if the
Executive is the prevailing party in such action.  In any such action brought by
the Executive for damages or to enforce any  provisions  of this  Agreement,  he
shall be  entitled  to seek  both  legal  and  equitable  relief  and  remedies,
including, without limitation, specific performance of the Company's obligations
hereunder, in his sole discretion.

     6. Parachute  Payments.  Notwithstanding  anything in this Agreement to the
contrary,  in the event it shall be determined  that any payment or distribution
by the  Company  or any other  person or  entity  to or for the  benefit  of the
Executive is a "parachute payment" (within the meaning of

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Section  280G(b)(2)  of the Code),  whether  paid or payable or  distributed  or
distributable pursuant to the terms of this Agreement or otherwise in connection
with,  or  arising  out of,  his  employment  with the  Company  or a change  in
ownership or effective  control of the Company or a  substantial  portion of its
assets (a "Payment"),  and would be subject to the excise tax imposed by Section
4999 of the Code (the  "Excise  Tax"),  the  Payments  shall be reduced (but not
below  zero) if and to the  extent  that  such  reduction  would  result  in the
Executive's  retaining a larger  amount,  on an  after-tax  basis  (taking  into
account all  federal,  state and local income  taxes and the  imposition  of the
Excise Tax),  than if the  Executive  had received all of the  Payments.  If the
application of the preceding sentence should require a reduction in the Payments
or other  "parachute  payments,"  unless the  Executive  shall  have  designated
otherwise,  such reduction shall be implemented  first, by reducing any non-cash
benefits to the extent necessary and,  second,  by reducing any cash benefits to
the extent  necessary.  In each case, the reductions shall be made starting with
the  payment or benefit  to be made on the latest  date as of which any  Payment
would be made and reducing  Payments in reverse  chronological  order therefrom.
All determinations concerning the application of this Section 6 shall be made by
a  nationally  recognized  firm  of  independent  accountants,  selected  by the
Executive  and  satisfactory  to  the  Company,  whose  determination  shall  be
conclusive and binding on all parties. The fees and expenses of such accountants
shall be borne by the Company.

     7.  Confidential  Information.  The  Executive  shall  hold in a  fiduciary
capacity  for  the  benefit  of the  Company  all  proprietary  or  confidential
information,   knowledge  or  data  relating  to  the  Company  or  any  of  its
Subsidiaries, and their respective businesses, which shall have been obtained by
the  Executive  during the  Executive's  employment by the Company or any of its
Subsidiaries  and which shall not be or become public  knowledge  (other than by
acts of the Executive or his  representatives  in violation of this  Agreement).
After the date of termination of the  Executive's  employment  with the Company,
the  Executive  shall not,  without the prior  written  consent of the  Company,
communicate or divulge any such  information,  knowledge or data to anyone other
than the Company and those designated by it.

     8.  Consulting  and  Noncompetition.  If, during a Protection  Period,  the
Executive's  employment  shall be terminated by the Company other than for Cause
or Disability  and other than as a result of the  Executive's  death,  or if the
Executive  shall  terminate his employment  during a Protection  Period for Good
Reason, then:

          (a)  For a  period  of two  years  following  the  termination  of his
employment,  the Executive shall make himself available by phone upon reasonable
notice, and shall also make himself available in person, at such location as the
Company and the Executive shall agree,  upon reasonable  notice,  subject to the
Executive's prior commitments;  provided,  however, that the Executive shall not
be required to make  himself  available  for more than five days per month.  The
Executive  shall consult with the Company with respect to matters  raised by the
Company within his knowledge or experience.

          (b) As  consideration  for the  Executive's  consulting  services  and
agreement  not to compete as provided in this  Section 8, the company  shall pay
the Executive a consulting and

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noncompetition  fee equal to the amount to be paid to the Executive  pursuant to
Section  3(b) of this  Agreement.  Such fee shall be paid to the  Executive in a
lump sum in cash within 30 days after the date of termination.

          (c)  The  Company  shall  pay  or  reimburse  the  Executive  for  all
reasonable   expenses  actually  incurred  or  paid  by  the  Executive  in  the
performance of the  Executive's  services under Section 8(a) this Agreement upon
presentation  of  expense  statements  or  vouchers  or  such  other  supporting
information as the Company may reasonably  require. If the Executive shall agree
to consult at a location  away from the  metropolitan  area of his then  current
residence,  the Company shall pay his reasonable  travel and lodging expenses in
connection therewith.

          (d)  For a  period  of two  years  following  the  termination  of his
employment, the Executive shall not, either directly or indirectly,  through any
person or entity:

               (i) engage in any activities or conduct any businesses  which are
in  competition  with the  activities  engaged in or business  conducted  by the
Company during the term of the Executive's employment with the Company, or

               (ii) hire any person who is then  employed by or is a  consultant
to the Company or who was employed by or a consultant to the Company at any time
during the three months prior to the date of such hiring,  or encourage,  induce
or  attempt  to  induce,  or aid,  assist or abet any  other  party or person in
encouraging,  inducing or attempting to induce,  any such employee or consultant
to alter or terminate his or her employment or consultation with the Company; or

               (iii) be engaged by,  consult  with,  or invest in, any person or
entity  wherever  located,  which  conducts a business in  competition  with the
business conducted by the company during the term of the Executive's  employment
with the Company,  except that the  Executive  may, at any time,  own stock in a
corporation  which may be in  competition  with the  Company,  whose  shares are
listed for  trading on a national  or  regional  stock  exchange or trade on the
over-the-counter  market,  provided that the Executive  owns, in the  aggregate,
fewer than 5% of the issued and outstanding shares of such corporation.

          (e) The  covenants  and  obligations  contained  in  Section  7 and in
Section 8(c) of this Agreement relate to matters which are of a special,  unique
and extraordinary character and a violation of any of the terms of such Sections
shall  cause  irreparable  injury to the  Company,  the amount of which shall be
difficult  if not  impossible  to  estimate  or  determine  and which  cannot be
adequately  compensated.   Therefore,  the  Company  shall  be  entitled  to  an
injunction,  restraining  order  or other  equitable  relief  from any  court of
competent jurisdiction, restraining any violation or threatened violation of any
of such terms by the Executive and such other persons as the court orders. In no
event shall an asserted violation of the provisions of Section 7 or of Section 8
constitute a basis for deferring or withholding any amounts otherwise payable to
the Executive under this Agreement.

     9. Successors.

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          (a) This  Agreement is personal to the Executive and without the prior
written  consent  of the  Company  shall  not  be  assignable  by the  Executive
otherwise than by will or the laws of descent and  distribution.  This Agreement
shall  inure to the  benefit  of and be  enforceable  by the  Executive's  legal
representatives  or  Successor(s)  in Interest.  The  Executive  may designate a
Successor  (or  Successors)  in  Interest to receive any and all amounts due the
Executive in accordance with this Agreement  should the Executive be deceased at
any time of payment.  Such designation of Successor(s) in Interest shall be made
in writing and signed by the Executive, and delivered to the Company pursuant to
Section  11(b)  hereof.  Any such  designation  may be made to any legal person,
persons,  trust or the  Executive's'  estate as he shall  determine  in his sole
discretion.  In the event any designation  shall be incomplete,  or in the event
the Executive shall fail to designate a Successor in Interest,  his estate shall
be deemed to be his  Successor in Interest to receive such portion of all of the
payments  due  hereunder.  The  Executive  may amend,  change or revoke any such
designation at any time and from time to time, in the same manner.  This Section
9(a) shall not supersede any designation of beneficiary or successor in interest
made by the Executive,  or separately covered,  under any other plan,  practice,
policy or program of the Company.

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

          (c)  The  Company  will  require  any  successor  (whether  direct  or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially all of the business and/or assets of the Company and any Parent of
the  Company or any  successor  and  without  regard to the form of  transaction
utilized by the Parent to acquire  the  business  or assets of the  Company,  to
assume  expressly and agree to perform this  Agreement in the same manner and to
the same  extent  that the  Company  would be  required to perform it if no such
succession or Parentage had taken place.  As used in this  Agreement,  "Company"
shall  mean the  Company  as herein  before  defined  and any  successor  to its
business  and/or  assets as  aforesaid  (and any  Parent of the  Company  or any
successor)  which is required by this clause to assume and agree to perform this
Agreement or which otherwise assumes and agrees to perform this Agreement.

     10. Notice of Termination. Any termination of the Executive's employment by
the Company for Cause or by the Executive for Good Reason shall be  communicated
by Notice of  Termination  to the other party  hereto given in  accordance  with
Section 11(b) of this Agreement.  For purposes of this  Agreement,  a "Notice of
Termination" means a written notice which (i) indicates the specific termination
provision in this Agreement  relied upon,  (ii) sets forth in reasonable  detail
the facts and  circumstances  claimed to provide a basis for  termination of the
Executive's employment under the provision so indicated and (iii) if the date of
termination  is other  than the date of receipt of such  notice,  specifies  the
termination  date (which date shall be not more than 15 days after the giving of
such  notice).  The  failure  by the  Executive  to set  forth in the  Notice of
Termination  any fact or  circumstance  which  contributes  to a showing of Good
Reason  shall not waive any right of the  Executive  hereunder  or preclude  the
Executive  from  asserting  such fact or  circumstance  in enforcing  his rights
hereunder.

                                      - 9 -

<PAGE>

     11. Miscellaneous.

          (a) This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of  Michigan,  without  reference  to  principles  of
conflict of laws.  The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.  This  Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.

          (b) All notices and other communications hereunder shall be in writing
and shall be given by hand  delivery  to the  other  party or by  registered  or
certified mail, return receipt requested,  postage prepaid, to the addresses for
each party as first written above or to such other address as either party shall
have  furnished  to the other in writing in  accordance  herewith.  Notices  and
communications  to the  Company  shall  be  addressed  to the  attention  of the
Company's President.  Notice and communications shall be effective when actually
received by the addressee.

          (c) Whenever  reference is made herein to any specific plan or program
of the Company, to the extent that the Executive is not a participant therein or
has no benefit  accrued  thereunder,  whether  vested or  contingent,  as of the
Change in Control Date, then such reference herein shall be null and void and of
no effect,  and the Executive shall acquire no additional benefit as a result of
such reference.

          (d)  The  invalidity  or  unenforceability  of any  provision  of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

          (e) The Executive's  failure to insist upon strict compliance with any
provision  hereof  shall not be deemed to be a waiver of such  provision  or any
other provision thereof.

          (f) This Agreement  contains the entire  understanding  of the Company
and the Executive with respect to the subject  matter hereof,  and it supersedes
any prior agreements between the Executive and the Company.

     IN WITNESS WHEREOF,  the Executive has hereunto set his hand and,  pursuant
to the authorization  from the Committee,  the Company has caused these presents
to be executed as of the day and year first above written.

EXECUTIVE                              CORE INDUSTRIES INC

/s/ JAMES P. DIXON                 By  /s/ ROBERT G. STONE, JR.
----------------------------           --------------------------------------
James P. Dixon                         Robert G. Stone, Jr.
                                   Its Chairman of the Compensation Committee
                                       of the Board of Directors

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