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                                                                   Exhibit 10.14
                                SECOND AMENDMENT TO
                     EXECUTIVE DEFERRED COMPENSATION AGREEMENT


     WHEREAS, Wynn's International, Inc. (the "Company") and James Carroll (the
"Executive") entered into an executive deferred compensation agreement in
February 1997 (the "Revised Agreement") which superseded a series of prior
deferred compensation agreements pursuant to which the Executive elected to
defer certain portions of his compensation from the Company; and
     
     WHEREAS, the Company and the Executive amended the Revised Agreement on
December 1, 1997 (the "First Amendment"); and
     
     WHEREAS, the Company and the Executive desire to amend the Revised
Agreement again to reflect their prior agreement with respect to additional
compensation deferrals by Executive; and
     
     WHEREAS, the Executive has no ability at the present time to demand payment
of any amounts pursuant to this Second Amendment or the Revised Agreement; and
     
     WHEREAS, the Company believes that the adoption of this Amendment is in the
best interests of the Company;
     
     NOW, THEREFORE, it is hereby declared as follows:
     
     1.   Section 1 of the Revised Agreement is amended to read in its entirety
as follows:
     
     "1.  AMOUNT OF DEFERRALS.
     
               The Deferrals under this Agreement shall be (i) $1,465,141.26
     representing the sum of Executive's compensation deferrals under the Prior
     Agreements, plus interest thereon through December 31, 1996, and (ii) any
     compensation deferred by Executive for services rendered after December 31,
     1996 plus interest thereon pursuant to the terms of this Agreement."
          
     2.   Section 2 of the Revised Agreement is amended to read in its entirety
as follows:
     
     "2.  CREDITING OF EARNINGS.
     
               The Executive's Deferrals shall bear interest at the lesser of
     (i) the rate of 15% per annum, or (ii) the prime rate as quoted by Bank of
     America, NT&SA on the last business day of each calendar quarter, as
     follows:
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               (a)  The Deferrals made prior to January 1, 1997 shall bear
     interest from January 1, 1997; and
               
               (b)  Any Deferrals made after December 31, 1996 shall bear
     interest from the date the deferral is credited to the account of
     Executive."
     
     3.   Except as expressly amended in this Second Amendment, the provisions
of the Revised Agreement, as amended by the First Amendment, shall remain in
full force and effect.
     
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement in the
County of Orange, California on the 26th day of February, 1998.


                                         WYNN'S INTERNATIONAL, INC.
                              
                              
                                         By:  SEYMOUR A. SCHLOSSER
                                             -----------------------------------
                                         Its: Vice President - Finance 
                                             -----------------------------------


                                         JAMES CARROLL
     
     
                                                        JAMES CARROLL
                                         ---------------------------------------

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