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                                                                   EXHIBIT 10.13

                      STANDARD DEFERRED COMPENSATION AGREEMENT

     THIS AGREEMENT, is made the 28th day of November, 1995, at Orange, 
California, by and between Wynn's International, Inc., a Delaware 
Corporation, hereinafter sometimes referred to as "Employer," and James 
Carroll, hereinafter sometimes referred to as "Employee."

                                W I T N E S S E T H :

     WHEREAS, Employer has offered to defer payment of a portion of 
Employee's incentive award, if any, earned for services rendered in 1995 and 
to be paid in 1996; and

     WHEREAS, Employee desires to receive a portion of said incentive award 
for 1995, if earned, as deferred compensation; and

     WHEREAS, the parties hereto have agreed to certain terms and conditions 
in connection therewith and desire to reduce their agreement in writing;

     NOW, THEREFORE, for a valuable consideration, the receipt and 
sufficiency of which is acknowledged, the parties agree as follows:

1.   AMOUNT
     Employer shall defer payment of, and Employee shall defer receipt of 
seventy-five percent (75%) of the incentive award, if any, earned by Employee 
for services rendered for calendar year 1995 ("Deferred Compensation").  Said

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Deferred Compensation shall bear interest from the date that said Deferred
Compensation would otherwise be payable to Employee to the date of payment at
the lesser of (a) the rate of fifteen percent (15%) per annum, or (b) the prime
rate as quoted by First Interstate Bank of California, Los Angeles, California,
on the last business day of each calendar quarter.

2.   DATE OF PAYMENT
     Payment of Deferred Compensation shall be made five (5) business days 
after the earliest of the following events:
            (a)  Employee terminates his employment with Employer;
            (b)  Employee becomes permanently disabled;
            (c)  Employee retires; or
            (d)  A change in control of Employer occurs.

3.   METHOD OF PAYMENT
     Upon the occurrence of the earlier of any of the events specified in 
Paragraph 2 hereof, Employer agrees to pay to Employee by Employer check the 
total sum deferred in accordance with Paragraph 1, including principal and 
interest, payable in one lump sum, less any required withholdings.

4.   DEATH BENEFIT
     In the event that Employee shall die while employed by Employer, or 
while on an agreed leave of absence from said employment, then this Agreement 
shall be terminated, and Employer shall pay to the person(s) designated by 
Employee, the total amount of Deferred Compensation hereunder, including 
principal and interest, payable in one (1) installment, commencing no later 
than sixty (60) days following the death of said

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Employee.  If Employee shall not have filed a designation of beneficiary in
writing with Employer at the time of his death, then Employer shall pay said
total benefit to Employee's spouse, if living, and if not, to Employee's estate.
Employer shall have the right to make any required withholdings from such
payments.

5.   CHANGE IN CONTROL OF EMPLOYER
     For purposes of this Agreement, a "change in control of Employer" shall 
mean a change in control of a nature that would be required to be reported in 
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the 
Securities Exchange Act of 1934, as amended ("Exchange Act"); provided that, 
without limitation, such a change in control shall be deemed to have occurred 
if (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of 
the Exchange Act) is or becomes the beneficial owner, directly or indirectly, 
of securities of Employer representing 40% or more of the combined voting 
power of Employer's then outstanding securities; or (ii) during any period of 
two consecutive years, individuals who at the beginning of such period 
constitute the Board of Directors of Employer cease for any reason to 
constitute at least a majority thereof unless the election of each new 
director was approved by a vote of at least two-thirds of the directors then 
still in office who were directors at the beginning of the period.

6.   FUNDING OF BENEFIT
     Employee understands and acknowledges that all Deferred Compensation 
under Paragraph 1 of this Agreement shall be general unsecured obligations of 
Employer and that Employer shall have no obligation to set aside any amounts, 
principal or interest, for the benefit of

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Employee in order to meet Employer's obligations under this Agreement, until
said amounts become due and payable under this Agreement.  Employer shall be
entitled to set up such reserves as are required in order for Employer's
financial statements to be in accordance with generally accepted accounting
principles.

7.   STATEMENT OF ACCOUNT
     Employer shall furnish to Employee an annual statement showing the 
amount of Deferred Compensation, including principal and interest, held for 
the account of Employee.

8.   NON-ASSIGNABILITY
     The rights and benefits of Employee hereunder and the rights and 
benefits of the person(s) who may be designated by Employee pursuant to the 
provisions of Paragraph 4 hereof, shall be personal to Employee and to such 
person(s), and no right or benefit hereunder shall be subject to voluntary or 
involuntary alienation, assignment, pledge, hypothecation or transfer, or 
become an asset in bankruptcy of such Employee or such person(s), or of any 
person claiming through or under them; and no such right or benefit shall be 
available or subject to the claims of any creditor of such Employee or such 
person(s), or any person claiming through or under them.

9.   GOVERNING LAW
     This Agreement shall be governed by and construed according to the laws 
of the State of California.

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

                                         WYNN'S INTERNATIONAL, INC.



                                        By    /S/ SEYMOUR A. SCHLOSSER
                                            ------------------------------
                                              Seymour A. Schlosser
                                              Vice President-Finance



ATTEST:


/S/ JEAN MELTON
------------------------
Jean Melton
Assistant Secretary




                                        By   /S/   JAMES CARROLL
                                              ----------------------------
                                                     James Carroll



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