EXHIBIT 10.13

                            EMPLOYMENT AGREEMENT

              Employment Agreement  ("Agreement")  by and between Hilite
    Industries   Automotive,   LP,  a  Texas  Limited  Partnership  (the
    "Company"), and Samuel M. Berry (the "Executive")  effective  as  of
    the 30th  day of January, 1998 (the "Effective Date").

                            W I T N E S S E T H:

              1.   TERMS OF EMPLOYMENT

              1.1  Employment.  The Company hereby employs the Executive
    as President  and Chief  Operating Officer  of the  Company for  and
    during the term  hereof, subject to  the direction of  the Board  of
    Directors of the Company and the  terms and conditions hereof.   The
    Executive hereby accepts employment  under the terms and  conditions
    set forth in this Agreement.

              1.2  Duties of Executive.   Upon the  Effective Date,  the
    Executive shall perform  in the  capacity described  in Section  1.1
    hereof and as  previously performed by  the Executive  prior to  the
    date hereof  and  shall  have such  duties,  as  may  be  reasonably
    assigned to him from time to time  by the Board of Directors of  the
    Company consistent with  his executive  status and  with his  mutual
    consent.  The Executive agrees to devote his full business time  and
    services   to   the    faithful   performance    of   the    duties,
    responsibilities, and are consistent with his executive status under
    Section 1.1 of this Agreement.

              1.3  Term.  This  Agreement shall become  effective as  of
    the Effective Date and shall continue in force and effect for a term
    of one year expiring on the first anniversary of the Effective Date,
    unless sooner  terminated  as  provided in  Section  1.5  hereof  or
    renewed or extended by written agreement between the Company and the
    Executive pursuant to  terms and conditions  mutually acceptable  to
    each provided that this Agreement shall be automatically renewed  on
    a year-to-year basis unless terminated by a party not later than  60
    days prior to any anniversary date.  Notwithstanding anything to the
    contrary, Executive shall have the right to terminate this Agreement
    at any time without liability except that the provisions of  Section
    1.7 hereof shall remain in full force and effect.

              1.4  Compensation.  The Company  shall pay the  Executive,
    as compensation for  services rendered by  the Executive under  this
    Agreement, as follows:

              (a)  Base Salary.   The Company  shall pay the Executive a
    minimum base salary  ("Salary") of  One  Hundred  Sixty Two Thousand
    and Two Hundred Dollars ($162,200) per year.     The Salary shall be
    subject  to  review  and adjustment on an annual  basis    beginning
    July 1, 1998,  (if  this  contract  is  then  in effect) or,  at the
    Company's  discretion,  on  such  earlier date  as  the Company  may
    designate; provided, however, that in no event shall the Executive's
    Salary be adjusted below the Salary designated herein.
    <PAGE>   
              (b)  Bonus Compensation.  The  Company shall also pay  the
    Executive annual  bonus compensation ("Bonus Compensation") based on
    the success  of business operations and  the pre-tax profits  of the
    Company and  upon  the  performance  of  the Executive as determined
    by the Board  of Directors  of the  Company which Bonus Compensation
    shall  be  paid  by  the  Company  within  thirty  (30)  days  after
    completion of the  audited financial results of  the Company.

              1.5  Termination.  The Agreement may be terminated at  any
    time during the term hereof only by reason of and in accordance with
    the following:

              (a)  Death.   If  the  Executive  dies during the term  of
    this  Agreement  and  while in  the  employ  of  the  Company,  this
    Agreement  shall  automatically  terminate  as  of  the  date of the
    Executive's   death;   and   the  Company   shall  have  no  further
    obligation to the  Executive or  his estate,  except to  pay to  the
    estate of the Executive  any accrued, but  unpaid Salary, any  Bonus
    Compensation determined by the Board of Directors of the Company and
    any vacation, sick  leave, insurance or  other benefits, which  have
    accrued as of the date of death, but were then unpaid or unused.

              (b)  Disability.   If,  during the term of this Agreement, 
    the  Executive  shall  be  prevented  from  performing  his   duties
    hereunder by reason of becoming totally disabled,  then the company,
    on ninety (90) days' prior  notice to the  Executive,  may terminate
    this  Agreement.   For  purposes  of this  Agreement,  the Executive
    shall be deemed to have become totally disabled when (i) he receives
    "total  disability   benefits"  under  the Company's disability plan
    (whether funded  with insurance or  self-funded by the Company),  or
    (ii)  the Board of Directors of the Company, upon the written report
    of  a  qualified  physician   (after  complete  examination  of  the
    Executive) designated by  the  Board of  Directors  of  the Company,
    shall  have determined  that  the  Executive  has  become physically
    or mentally incapable of performing his  duties under this Agreement
    on a permanent basis.
        
              (c)  Termination by  the Company  for Cause.  Prior to the
    expiration  of the term of this Agreement, the Company may discharge
    the Executive  for cause  and terminate  this  Agreement without any
    further  liability hereunder to the  Executive or his estate, except
    to pay any accrued, but unpaid, Salary and vacation benefits to him.
    For  purposes of  this Agreement, a "discharge for cause" shall mean
    termination  of  the  Executive  upon  written  notification to  the
    Executive limited, however, to one or more of the following reasons:

                   (i)   Fraud, misappropriation  or embezzlement by the
    Executive in connection  with the Company; or

                   (ii)  Gross mismanagement or gross neglect of  duties
    which  has a  detrimental effect on the Company after written notice
    to the Executive  of the  particular details thereof and a period of
    thirty   (30)   days  to   correct such mismanagement or neglect, if
    any; or
    <PAGE>    
                    (iii)   Conviction   by   a   court   of   competent
    jurisdiction in  the United States of  a felony or a crime involving
    moral turpitude; or
        
                    (iv)  Willful and unauthorized disclosure of infor-
    mation  confidential to the Company; or
                         
                    (v)  The Executive's breach of any material term or
    provision of this  Agreement, after written notice to the Executive
    of the particular details  thereof  and a  period of not  less than
    thirty (30) days thereafter within which to cure such breach,if any

                    (a)  Termination by the Company with  Notice.   The
    Company  may terminate  this Agreement,  for a reason other than as
    set forth in this Subparagraph (c) of the  Section  1.5 at any time
    upon sixty (60)  days' written notice to the  Executive.     Unless
    terminated  for cause  as defined  in Paragraph (c) of this Section
    1.5,  the  Executive  shall  be  paid  his  then  prevailing Salary
    prorated to the  date of termination, plus any  accrued but  unused
    vacation benefits, and, in  addition, a termination allowance equal
    to six (6)  months Salary  based upon  the highest annual rate paid
    the Executive prior to such notice.  The termination allowance may,
    at the option of the company, be paid in periodic installments over
    the   applicable   period  immediately   following  termination  in
    accordance  with  the  Company's  regular  payroll  periods or such
    lesser period  as the Company may determine.

              1.6  Employment Benefits. In  addition to the Salary  and
    Bonus  Compensation  payable  to  the  Executive   hereunder,   the
    Executive shall be entitled  to  the  following  benefits,  subject
    to the following limitations:

                    (a)  Sick    Leave    Benefits     and   Disability
    Insurance.  During  his absence due to illness or other incapacity,
    the Executive shall be paid  sick leave  benefits at  his then pre-
    vailing  Salary rate,  reduced by  the amounts, if any, or worker's
    compensation,  social security  entitlements or disability benefits
    under  the Company's  group disability insurance plan, if any.  The
    Company, at  its  expense  shall  provide  the Executive  with  the
    maximum amount of disability insurance benefits allowed for  one in
    the  position  of  the  Executive  with   the  Company   under  and
    consistent with its group disability insurance plan, if the Company
    has such a plan.
       
                    (b)  Life Insurance.  The Company,  at its expense,
    shall  provide  the  Executive  with  the  maximum  amount  of life
    insurance  benefits  allowed  for  one  in  the   position  of  the
    Executive with the company under and consistent with its group term
    life insurance plan.
    <PAGE>     
                    (c)  Hospitalization,  Major   Medical  and  Dental
    Insurance.     The  Company, at  its  expense,  shall  provide  the
    Executive  and  all  dependents  of   the  Executive   with   group
    hospitalization, major medical  and dental insurance  in amounts of
    coverage available  to  senior  executives  of  the  Company  to be
    substantially equivalent to the  plans in effect  prior to the date
    hereof.
         
                    (d)  Stock and Options.   The  Executive  shall  be
    eligible to  receive and/or  earn stock  options  from  the Company
    covering its  capital stock  at such  time, if any, as  the Company
    has adopted appropriate stock option or investment  plans  for  its
    executive employees.
         
                    (e)  Profits  and  Pension  Plan  Benefits.     The
    Company,  at its expense,  shall  provide the  Executive during the
    term of  this Agreement with  profit  sharing and  pension benefits
    substantially  equivalent to  similar rights and  benefits provided
    by the Company  to the Executive immediately prior to the Effective
    Date of this Agreement.
         
                    (f)  Vacations.  The Executive shall be entitled to
    a  paid  vacation  each  year  during  the term  of  this Agreement
    equivalent to four (4) weeks of time, which vacation shall be taken
    by  the  Executive  in  accordance  with  the business requirements
    of  the company at  the  time  and its  personnel  policies then in
    effect relative to this subject.
        
                    (g)  Working  Facilities  and  Expenses.        The
    Executive   is  authorized  to   incur  ordinary,   necessary   and
    reasonable  expenses  for  the   promotion  of  the  business   and
    activities of the  Company during  the term hereof,  including, but
    not  limited  to, expenses  for  necessary  travel  and other items
    of  expense required in the normal and routine course of employment
    and in  the performance of  the duties  and responsibilities of the
    Executive during the term of this Agreement.    The  Company  shall
    reimburse  the Executive for all such expenses upon presentation by
    the  Executive of an  itemized  account  of such  expenditures with
    the  supporting vouchers, invoices and related information attached
    thereto.
         
                   (h) Automobiles and Related Expenses.  The Executive
    shall be entitled to receive the  sum of Six Hundred Dollars ($600)
    per month as an automobile allowance provided at the expense of the
    Company from the  Effective Date of this  Agreement and  during the
    term hereof, which allowance shall  include and cover  all expenses
    related to  insurance, repairs, maintenance,  fuel and oil for such
    automobile.  In addition, the Company shall reimburse the Executive
    at the  rate dictated by IRS regulations  for all actual documented
    mileage incurred by the Executive while in the course of conducting
    business on behalf of  the Company.  Notwithstanding the foregoing,
    the  Company may,  at its  option, elect  to provide the  Executive
    an  automobile  of  the  make,  model and  year mutually  agreeable 
    <PAGE>
    by the  Company and the  Executive and  all costs  associated  with
    insurance,  fuel, oil,  repairs maintenance  and other expenses  in
    lieu of  the  above  described  automobile  allowances, as  may  be
    mutually agreed between  the Executive and  the Company.  Executive
    acknowledges that  some  or all  of the foregoing  will  be  deemed
    compensation to him.

              1.7  Protective Covenants.   Because (i)  Executive  will
    become fully familiar  with all  aspects of the Company's  business
    during the period of his employment  with the Company, (ii) certain
    information of which  the Executive will  gain knowledge during his
    employment is proprietary and  confidential information which if of
    special and  peculiar  value  to the  Company,  (iii)  if  any such
    proprietary and confidential information were imparted to or became
    known by any persons,  including Executive,  engaging in a business
    in  competition  with  that  of  the company,  hardship,  loss  and
    irreparable  injury and damage  could  result to  the  Company, the
    measurement  of  which  would  be difficult  if  not impossible  to
    ascertain, and (iv)  it is  necessary  for the  Company to  protect
    its   business  from   such   damage,   the   following   covenants
    constitute  a  reasonable  and  appropriate means, consistent  with
    the best  interests  of both  the  Executive  and  the  Company, to
    protect  the company  against  such damage and  shall apply  to and
    be binding  upon the  Executive  as provided herein:


                   (a)      Non-Competition  by  Executive.   Executive
    covenants that,  while he is an employee of the Company  or in  any
    other individual or representative capacity and for a period of one
    year after the expiration or termination of the Agreement,  he will
    not  engage  in  or  participate  in  any  business  whose  product
    lines are in direct competition to the product lines of the Company.
         
                   (b)  Trade  Secrets,  Proprietary  and  Confidential
    Information.   Executive recognizes  that  his  position  with  the
    Company is  one of  the highest  trust and confidence  by reason of
    Executive's   access   to   any  contact  with  trade  secrets  and
    confidential and proprietary information of the company.  Executive
    shall use his best efforts and exercise utmost diligence to protect
    and safeguard  the trade  secrets and  confidential and proprietary
    information of the Company.  Executive covenants that, while he  is
    an employee of the Company and for one year thereafter, he will not
    disclose,  disseminate  or  distribute  to  another, nor induce any
    other  person to disclose,  disseminate,  or distribute,  any trade
    secret  or proprietary or confidential  information of the Company,
    directly  or indirectly, either for  Executive's own benefit or for
    the benefit of another, whether or not  acquired, learned, obtained
    or developed by Executive use or cause to be used any trade secret,
    proprietary  or confidential information in any way except  a as is
    required in  the course of his  employment with the Company.    All
    confidential  information  relating to  the business of the Company
    whether  prepared  by  Executive  or  otherwise   coming  into  his
    possession, shall  remain the exclusive property of the Company and
    shall not be removed  from  the premises  of  the Company under any
    circumstances  whatsoever without the prior written consent of  the
    Company.
    <PAGE>     
                   (c)  Remedies.  In the event of breach or threatened
    breach by  Executive of  any  provision of  this  Section 1.7,  the
    Company  shall  be   entitled  to  relief by  temporary restraining
    order, temporary injunction,  or permanent  injunction  or which it
    may  be entitled, including  any and all monetary damages which the 
    Company  may  incur  as  a result  of  said  breach,  violation  or
    threatened breach or violation.  The Company may pursue any  remedy
    available  to  it  concurrently or consecutively in any order as to
    any breach, violation, and the  pursuit of one of  such remedies at
    any time will not  be deemed an  election of remedies  or waiver of
    the  right  to  pursue  any  other  of  such  remedies  as to  such
    breach, violation, or threatened breach or violation,  or as to any
    other breach, violation, or threatened breach or violation.

                   Merger or Acquisition.      In the event the Company
    should consolidate or merge  into another corporation,  or transfer
    all  or  substantial  all  of its  assets  to  another  entity,  or
    divide its assets among a number of entitles, this Agreement  shall
    continue in full force and effect.



              2.   GENERAL PROVISIONS

              2.1  Notices.  All notices, requested, consents, and other
    communications under this Agreement shall be in writing and shall be
    deemed to have been delivered on the date personally delivered or on
    the date deposited in a receptacle  maintained by the United  States
    Postal Service  for such  purpose,  postage pre-paid,  by  certified
    mail, return receipt requested, addressed to the respective  parties
    as follows:

                   If to the Executive:
                                     
                   Samuel M. Berry
                   9515 Rocky Branch
                   Dallas, Texas  75243

                   If to the Company:

                   Hilite Industries Automotive, LP
                   1671 S. Broadway
                   Carrollton, Texas  75006

    Either party hereto may designate  a different address by  providing
    written notice of such new address to the other party hereto.

              2.2  Severability.   If any  provision contained  in  this
    Agreement is determined  to be  void, illegal  or unenforceable,  in
    whole or in part, then the  other provisions contained herein  shall
    remain in  full force  and  effect as  if  the provision  which  was
    determined to  be  void,  illegal, or  unenforceable  had  not  been
    contained herein.
    <PAGE>
              2.3  Waiver, Modification and Integration.  The waiver  by
    any party hereto  of a  breach of  any provision  of this  Agreement
    shall not operate  or be  construed as  a waiver  of any  subsequent
    breach of any party.  This instrument contains the entire  agreement
    of the  parties concerning  employment and  supersedes any  and  all
    other agreements, either  oral or  in writing,  between the  parties
    hereto with  respect  to the  employment  of the  Executive  by  the
    Company and contains all of the covenants and agreements between the
    parties with respect  to such employment  in any manner  whatsoever.
    This Agreement may  not be modified,  altered or  amended except  by
    written agreement of all the parties hereto.

              2.4  Binding Effect.  This Agreement shall be binding  and
    effective upon the Company and its successors and permitted assigns,
    and upon  the Executive,  his heirs  and representatives;  provided,
    however, that the  Company shall not  assign this Agreement  without
    the written consent of the Executive.

              2.5  Governing Law.  This  Agreement shall be governed  by
    the laws of the State of Texas.

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

                                  HILITE INDUSTRIES AUTOMOTIVE, LP

                                  By: /s/DANIEL W. BRADY



                                     /s/SAMUEL M. BERRY
                                  ________________________________
                                       Samuel M. Berry