DATED 13th FEBRUARY 1997




B E T W E E N:




                      IMO INDUSTRIES INC


                           - and -


                         BRIAN LEWIS




                     CONSULTANCY AGREEMENT




THIS AGREEMENT is made the 13th day of February 1997

B E T W E E N :

            (1)   IMO INDUSTRIES INC of 1009 Lenox Drive,
            Lawrenceville, NJ  08648.0550, USA ("the
            Company"); and

            (2)   BRIAN LEWIS of "The Hyde", Mountnessing
            Road, Blackmore, Ingatestone, Essex CM4 0NX
            ("the Consultant")

RECITALS:

WHEREAS the Company has approved the terms of this Agreement
under which the Consultant is to provide his services as an
independent contractor to the Company and/or its Associated
Companies.

IT IS AGREED as follows:

1.    Appointment

The Company confirms the appointment of the Consultant to
provide consultancy services to the Company or any Associated
Company.  The Consultant accepts such appointment.

2.    Term

2.1   The appointment hereunder commenced on 1 January 1997
      and will continue for a period of three months
      thereafter expiring on 31 March 1997, subject to earlier
      termination at any time in accordance with Clause 8
      below or to possible extension pursuant to Clause 2.2
      below.

2.2   The parties may by mutual agreement in writing made no
      later than 28 February 1997 extend the Agreement for a
      further term of three months commencing 1 April 1997,
      and, if applicable, may thereafter by mutual agreement
      in writing made no later than the end of the second
      month of each subsequent three months period extend the
      Agreement for further term(s) of three months, again
      subject always to earlier termination at any time in
      accordance with Clause 8 below.

3.    Services to be provided by the Consultant

3.1   The Consultant will provide the Company or any
      Associated Company as directed with such consultancy
      services in connection with the business affairs of the
      Company or any Associated Company (including in
      particular, but not limited to IMO Industries (UK)
      Limited and Roltra-Morse SpA) as may reasonably be
      requested ("the Services").  In this regard the
      Consultant will receive instructions from and liaise
      directly with the Chairman and CEO of the Company and/or
      his authorised representative(s).

3.2   The Consultant will provide the Services on dates and at
      times to be mutually agreed between the parties.  The
      Consultant will only be required to perform the Services
      on average for one day per week.  Whilst this does not
      impose any corresponding obligation on the Company to
      request a minimum amount of services from the
      Consultant, it shall be for the Consultant to decide
      whether he can devote additional time to this
      consultancy having regard to his other commitments.

3.3   The Consultant shall have the use of office and
      secretarial support facilities at the Basildon premises
      of Morse Controls Ltd in connection with the provision
      of the Services under this Agreement.

3.4   Subject to the Consultant's due compliance with the
      terms of this Agreement, he shall be free to provide his
      services to or accept employment with any other person,
      firm, company or organisation, provided that he shall
      not either directly or indirectly be or become involved
      (whether as shareholder, director, employee,
      sub-contractor, partner, consultant, proprietor, agent
      or otherwise) in any business which is in competition
      with any business carried on concurrently by the Company
      or any Associated Company or which could otherwise have
      a prejudicial effect on any such business.  This shall
      not however prevent the Consultant from being a holder
      for investment purposes of not more than 5 per cent of
      any class of issued shares of any company listed on a
      recognised Stock Exchange.

4.    Fees and Expenses

4.1   In consideration for the Services provided in accordance
      with Clause 3 above, the Company shall pay the
      Consultant a fee of 1,000 (One Thousand Pounds) per complete
      day worked, and, pro rata per part of a day worked, subject
      to the receipt of properly drawn invoices referred to in Clause
      4.3 below.

4.2   The Consultant shall also be reimbursed by the Company
      (against receipts or other satisfactory evidence) for
      reasonable business expenses properly incurred in
      providing the Services and approved in advance on behalf
      of the Company.

4.3   The Consultant shall commencing February 1997 furnish
      the Company on a monthly in arrears basis with invoices
      for fees due in respect of the Services supplied by him
      during the previous month.

4.4   The aforesaid fees shall be exclusive of any Value Added
      Tax which may be payable in connection with the supply
      of the Services by the Consultant.  The Consultant
      shall, if applicable, notify the Company of his
      registration for VAT and provide VAT invoices in respect
      of the Services.

4.5   The Consultant shall not be entitled to any fees or
      other payments from the Company or any Associated
      Company save as expressly stated in Clauses 4.1 and 4.2
      above.

5.    Relationship between the Parties

5.1   The relationship of the Consultant to the Company shall
      be that of an independent contractor.  At no time shall
      the Consultant hold himself out as being an officer or
      employee of the Company or any Associated Company.

5.2   Save as expressly specified in writing, the Consultant
      shall not hold himself out as the agent of the Company
      or any Associated Company and he shall not have any
      authority to conclude contracts on behalf of the Company
      or any Associated Company.

5.3   The Consultant shall be wholly responsible for all
      taxes, national insurance or other contributions levied
      which may be payable out of, or as a result of the
      receipt of, any fees or other monies paid or payable
      hereunder.  The Consultant accordingly hereby
      indemnifies and agrees to hold the Company and its
      Associated Companies harmless against all costs, claims,
      expenses or proceedings arising out of or in connection
      with such payments.

5.4   The Consultant further indemnifies the Company and its
      Associated Companies against any damage, injury or loss
      which the Company or any Associated Company may suffer,
      or any other claim that may be made against the Company
      or any Associated Company, arising from any act or
      omission of the Consultant while providing the Services
      hereunder.

6.    Confidentiality

6.1   The Consultant shall neither during his appointment
      under this Agreement (except in the proper performance
      of the Services) nor at any time (without limit) after
      its termination, howsoever arising, directly or
      indirectly:

            6.1.1 use for his own purposes or those of any
            other person, firm, company or other organisation
            whatsoever, or

            6.1.2 disclose to any person, firm, company or
            other organisation whatsoever, any trade secrets or
            confidential information relating or belonging to
            the Company or any Associated Company, including but
            not limited to any such information relating to 
            customers, customer lists or requirements, price lists
            or pricing structures, marketing and sales information
            or policies or plans, past and proposed business plans
            or dealings or transactions, officers, employees or
            consultants, financial information dealings and plans,
            designs, formulae, product lines, research activities,
            any document marked 'Confidential', or any information
            which the Consultant has been told is confidential or
            which he might reasonably expect the Company would
            regard as confidential, including any information which
            has been given to the Company or any Associated Company
            in confidence by customers, suppliers or any other persons.

6.2   The Consultant shall not at any time during the
      continuance of his appointment (or thereafter) make any
      notes or memoranda relating to any matter within the
      scope of the Company's or any Associated Company's
      business, dealings or affairs otherwise than for the
      exclusive benefit of the Company or any Associated
      Company.

6.3   The obligations contained in Clause 6.1 above shall
      cease to apply to any information or knowledge which may
      subsequently come into the public domain after the
      termination of the Consultant's appointment, other than
      by way of unauthorised disclosure.

7.    Assignment of Services

The Consultant shall personally provide the Services hereunder
and may not assign or sub-contract the Services to any other
person, firm, company or organisation without the prior
written consent of the Company.

8.    Termination

8.1   Notwithstanding any other provision hereof, the Company
      shall be entitled to terminate this Agreement with
      immediate effect if the Consultant should:

            8.1.1 commit a serious breach of any of the
            provisions of this Agreement; or

            8.1.2 neglect or refuse to provide the Services;
            or

            8.1.3 act in any way which materially prejudices
            the interests of the Company or any Associated
            Company; or

            8.1.4 become incapable of providing the Services
            by reason of ill health or other incapacity
            (whether accidental or otherwise) for a period in
            excess of one month.

8.2   In the event of the lawful termination of this Agreement
      the Company shall only be liable to the Consultant in
      respect of fees and expenses due for the Services
      provided up to the effective date of termination.

8.3   On the termination of this Agreement, the Consultant
      shall deliver up to the Company, as and when directed,
      all documents, papers, drawings, software, reports,
      equipment and property of any kind belonging to the
      Company or any Associated Company which may either be in
      the Consultant's possession or under his control or
      responsibility.

9.   Miscellaneous

9.1   In this Agreement the expression "Associated Company"
      shall mean any person, firm, company or other
      organisation which the Company directly or indirectly
      controls, or which directly or indirectly controls the
      Company, or which is directly or indirectly controlled
      by a third party, person, firm, company or other
      organisation which also directly or indirectly controls
      the Company.

9.2   This Agreement cancels and is in substitution for all
      previous letters of appointment, agreements and
      arrangements (whether oral or in writing) relating to
      the appointment of the Consultant to provide consultancy
      services to the Company, all of which shall be deemed to
      have been terminated by mutual consent.  This Agreement
      constitutes the entire terms and conditions of the
      Consultant's  appointment.

9.3   The various provisions and sub-provisions of this
      Agreement are severable and if any provision or
      sub-provision or identifiable part thereof is held to be
      invalid or unenforceable by any court of competent
      jurisdiction then such invalidity or unenforceability
      shall not affect the validity or enforceability of the
      remaining provisions or sub-provisions or identifiable
      parts thereof.

10.    Governing Law

This Agreement and its performance shall be governed by
English law, and any dispute arising shall be subject to the
exclusive jurisdiction of the English courts.


AS WITNESS the hands of a duly authorised officer of the
Company and of the Consultant the day and year first above
written.


SIGNED by /s/ T.J. Bird 
For and on behalf of    
IMO INDUSTRIES INC      



SIGNED by the said /s/ B. Lewis 
BRIAN LEWIS