October 2, 1995

Mr. David C. Christensen
Senior Vice President
Imo Industries Inc.
1009 Lenox Drive
Lawrenceville, NJ 08648

Dear Mr. Christensen:

The  Board of Directors (the "Board") of Imo Industries Inc. (the
"Company")  considers  it  to be in the  best  interests  of  its
stockholders   to  foster  the  continuous  employment   of   key
management personnel of the Company and its subsidiaries  in  the
event of a possible change in control of the Company.

In  order  to  induce you, in the event of a possible  change  in
control of the Company, to remain in the employ of the Company or
its  subsidiaries  and  to  give  your  continued  attention  and
dedication  to your assigned duties without distraction,  and  in
consideration  of  your  agreement set  forth  in  Section  2(ii)
hereof,  the Company agrees that you shall receive the  severance
benefits hereinafter set forth in the event your employment  with
the  Company  or its subsidiaries is terminated subsequent  to  a
"change  in  control  of the Company" (as defined  in  Section  2
hereof) under the circumstances described below.

      1.    Term of Agreement.  This Agreement shall commence  on
the date hereof and shall continue in effect through December 31,
1995  provided, however, that commencing on January 1,  1996  and
each  January  1  thereafter, the term of  this  Agreement  shall
automatically  be  extended for one additional  year  unless  not
later  than  November 1 of the preceding year, the Company  shall
have given notice that it does not wish to extend this Agreement;
and  provided, further, that notwithstanding any such  notice  by
the  Company  not  to extend, this Agreement  shall  continue  in
effect  for  the lesser of (i) a period of 36 months  beyond  the
term provided herein or (ii) a period of such number of months to
your  65th  birthday, if a change in control of the  Company,  as
defined  in  Section  2 hereof, shall have occurred  during  such
term.

     2.   Change in Control.

           (i)   No  benefits  shall be payable hereunder  unless
there shall have been a change in control of the Company, as  set
forth   below,  and  your  employment  by  the  Company  or   its
subsidiaries shall thereafter have been terminated in  accordance
with Section 3 hereof.  For purposes of this Agreement, a "change
in  control  of the Company" shall be deemed to have occurred  if
following  the  date  hereof  (A) any  "person"  (as  defined  in
Sections 13(d) and 14(d) of the Securities Exchange Act of  1934,
as  amended  (the "Exchange Act")) is or becomes the  "beneficial
owner"  (as  defined  in  Rule 13d-3  under  the  Exchange  Act),
directly or indirectly, of securities of the Company representing
35%  or  more of the combined voting power of the Company's  then
outstanding  securities; (B) during the term of  this  Agreement,
individuals  who  at  the beginning of such term  constitute  the
board, including for this purpose any new director whose election
or  nomination  for  election by the Company's  stockholders  was
approved by a vote of at least two-thirds of the directors  still
in  office  who  were directors at the beginning  of  such  term,
cease,  for any reason to constitute a majority thereof;  or  (C)
more  than  50%  of  the  assets of the  Company,  including  the
business  or  businesses for which your services are  principally
performed, is disposed of by the Company pursuant to a partial or
complete  liquidation of the Company, a sale of assets (including
stock  of  a  subsidiary  or  subsidiaries)  of  the  Company  or
otherwise.

           (ii)  For  purposes  of this Agreement,  a  "potential
change  in  control  of  the Company" shall  be  deemed  to  have
occurred if following the date hereof (A) the Company enters into
an  agreement,  the  consummation of which would  result  in  the
occurrence of a change in control of the Company, (B) any  person
(including the Company) publicly announces an intention  to  take
or   to  consider  taking  actions  which  if  consummated  would
constitute a change in control of the Company; or (C)  the  Board
of  Directors adopts a resolution to the effect that a  potential
change  in  control of the Company for purposes of this Agreement
has   occurred.   You  agree  that,  subject  to  the  terms  and
conditions of this Agreement, in the event of a potential  change
in  control of the Company, you will remain in the employ of  the
Company  or  its  subsidiaries during the pendency  of  any  such
potential  change in control and for a period of one  year  after
the  occurrence  of an actual change in control of  the  Company.
However,  nothing  in this Agreement shall confer  upon  you  any
right   to  continue  in  the  employ  of  the  Company  or   its
subsidiaries prior to an actual change in control of the  Company
or  shall interfere with or restrict in any way the rights of the
Company or its subsidiaries, which are hereby expressly reserved,
to discharge you at any time prior to an actual change in control
of the Company for any reason whatsoever, with or without cause.

     3.   Termination Following Change in Control.  If any of the
events  described in Section 2 hereof constituting  a  change  in
control of the Company shall have occurred, you shall be entitled
to  the benefits provided in Section 4 hereof upon the subsequent
termination of your employment by the Company or its subsidiaries
within  three years of a change in control of the Company  during
the term of this Agreement unless such termination is (A) because
of  your  Death or Retirement, (B) by the Company  for  Cause  or
Disability, or (C) by you other than for Good Reason.

           (i)   Disability; Retirement.  If, as a result of your
incapacity due to physical or mental illness, you shall have been
absent from your duties with the Company or its subsidiaries on a
full-time  basis  for six consecutive months, and  within  thirty
(30) days after written notice of termination is given, you shall
not  have  returned to the full-time performance of your  duties,
the Company may terminate your employment with the Company or its
subsidiaries for "Disability".  Termination by the Company or you
of  your employment with the Company or its subsidiaries based on
"Retirement"  shall  mean  termination  in  accordance  with  the
retirement  policy  of  the Company, or  the  subsidiary  of  the
Company  by which you are employed, generally applicable  to  its
salaried  employees, including early retirement, or in accordance
with  any  retirement arrangement established with  your  consent
with respect to you.

           (ii)  Cause.   Termination  by  the  Company  of  your
employment with the Company or its subsidiaries for "Cause" shall
mean  termination upon the willful engaging by you in  misconduct
which is demonstrably and materially injurious to the Company and
its subsidiaries taken as a whole.  No act, or failure to act, on
your  part shall be considered "willful" unless done, or  omitted
to  be  done,  by  you  not in good faith and without  reasonable
belief  that your action or omission was in the best interest  of
the  Company or its subsidiaries.  Notwithstanding the foregoing,
you  shall not be deemed to have been terminated for Cause unless
and until there have been delivered to you a copy of a resolution
duly  adopted  by  the affirmative vote of not less  than  three-
quarters  of the entire membership of the Board at a  meeting  of
the  Board  called  and  held for the purpose  (after  reasonable
notice  to  you  and an opportunity for you, together  with  your
counsel, to be heard before the Board), finding that in the  good
faith  opinion  of  the Board you were guilty of  misconduct  set
further  above in this Subsection and specifying the  particulars
thereof in detail.

           (iii)      Good  Reason.   You shall  be  entitled  to
terminate your employment for Good Reason within three years of a
change  in  control  of  the Company  during  the  term  of  this
Agreement.   For purposes of this Agreement, "Good Reason"  shall
mean  any  of  the  following events which  occurs  without  your
express written consent.

                 (A)    the  assignment  to  you  of  any  duties
inconsistent  with your status as Senior Vice  President  of  the
Company  or a substantial alteration in the nature or  status  of
your responsibilities from those in effect immediately prior to a
change  in  control of the Company other than any such alteration
primarily attributable to the fact that the Company may no longer
be a public Company;

                (B)   a  reduction by the Company in your  annual
base salary as in effect on the date hereof or as the same may be
increased  from time to time, except for across-the-board  salary
reductions similarly affecting all executives of the Company  and
its  subsidiaries  and  all executives  of  any  organization  in
control of the Company;

                (C)   the  relocation of the Company's  principal
executive  offices  to a location outside the Lawrenceville,  New
Jersey  area  or  the Company requiring you to be based  anywhere
other  than  Company's  principal executive  offices  except  for
required   travel  on  the  Company's  business  to   an   extent
substantially consistent with your present travel obligations;

                (D)   the  failure by the Company to continue  in
effect  any  compensation  plan  of  the  Company  in  which  you
participate,  including but not limited to the  Company's  Equity
Incentive  Plan  (the "Stock Option Plan") or any  substitute  or
additional  plans adopted prior to the change in control,  unless
an  equitable  arrangement (embodied in an ongoing substitute  or
alternative  plan) has been made with respect  to  such  plan  in
connection  with  the change in control of the  Company,  or  the
failure by the Company to continue your participation therein;

                 (E)    the  failure  by  the  Company   or   its
subsidiaries   to   continue  to  provide   you   with   benefits
substantially similar to those enjoyed by you under the Company's
Salaried Employees Stock Savings Plan or any of the pension, life
insurance, medical, health and accident, or disability  plans  of
the  Company  or its subsidiaries in which you were participating
at  the time of a change in control of the Company, or the taking
of  any  action  by the Company or its subsidiaries  which  would
directly or indirectly materially reduce any of such benefits  or
deprive you of any material fringe benefit enjoyed by you at  the
time  of the change in control of the Company, or the failure  by
the Company or its subsidiaries to provide you with the number of
paid  vacation  days to which you are entitled on  the  basis  of
years  of  service  with  the  Company  or  its  subsidiaries  in
accordance with the normal vacation policy of the Company or  the
subsidiary by which you are employed as in effect at the time  of
the change in control;

                (F)   the  failure  of the Company  to  obtain  a
satisfactory agreement from any successor to assume and agree  to
perform this Agreement, as contemplated in Section 5 hereof; or

                (G)  any purported termination of your employment
which  is  not  effected  pursuant to  a  Notice  of  Termination
satisfying  the  requirements of Subsection (iv) below  (and,  if
applicable,  Subsection (ii) above); and  for  purposes  of  this
Agreement, no such purported termination shall be effective.

      Your  right to terminate your employment pursuant  to  this
Subsection  shall  not  be affected by  your  incapacity  due  to
physical or mental illness.

           (iv) Notice of Termination.  Any purported termination
by  the Company or by you shall be communicated by written Notice
of  Termination  to  the other party hereto  in  accordance  with
Section 7 hereof.  A "Notice of Termination" shall mean a  notice
which  indicates  the  specific  termination  provision  in  this
Agreement  relied  upon and sets forth in reasonable  detail  the
facts   and   circumstances  claimed  to  provide  a  basis   for
termination of your employment.

           (v)   Date of Termination, Etc.  "Date of Termination"
shall  mean  (A) if your employment is terminated for Disability,
thirty  (30) days after Notice of Termination is given  (provided
that  you  shall  not  have returned to the performance  of  your
duties  on a full-time basis during such thirty (30) day  period,
and  (B)  if your employment is terminated pursuant to Subsection
(ii)  or  (iii) above or for any other reason, the date specified
in the Notice of Termination (which shall be not less than thirty
(30) days from the date such Notice of Termination is given).



     4.   Compensation Upon Termination or During Disability.

           (i)   During any period that you fail to perform  your
duties  hereunder as a result of incapacity due  to  physical  or
mental  illness,  you shall continue to receive  your  full  base
salary  at  the  rate  then  in effect until  this  Agreement  is
terminated  pursuant  to Section 3(i) hereof.   Thereafter,  your
benefits  shall  be determined in accordance with  the  Company's
disability  program  (without regard to  any  amendment  to  such
disability program made subsequent to a change in control of  the
Company  and  on  or  prior  to the Date  of  Termination,  which
amendment  adversely  affects  in  any  way  the  computation  of
benefits thereunder).

           (ii) If your employment shall be terminated for Cause,
the  Company shall pay you your full base salary through the Date
of  Termination  at  the rate in effect at  the  time  Notice  of
Termination  is given and the Company and its subsidiaries  shall
have no further obligations to you under this Agreement.

           (iii)      If your employment by the Company shall  be
terminated  during the term of this Agreement (a) by the  Company
other than for Cause, Retirement or Disability within a period of
three  years of a change in control of the Company or (b) by  you
for  Good Reason within a period of three years of the occurrence
of  such a change in control, then you shall be entitled  to  the
benefits provided below.

                (A)   the  Company shall pay for your  full  base
salary  through the Date of Termination at the rate in effect  at
the time Notice of Termination is given;

               (B)  in lieu of any further salary payments to you
for  periods  subsequent to the Date of Termination, the  Company
shall  pay as severance pay to you, not later than the fifth  day
following  the Date of Termination, a lump sum severance  payment
(together with the payments provided in Subsections (C), (D), (F)
and  (G)  below (the "Severance Payments")) equal to 299.999%  of
your  average  taxable compensation from the Company  during  the
five  taxable  years  of the Company, immediately  preceding  the
change  in control of the Company (or, if your employment by  the
Company  began during such five-years period, during the  portion
of  the period following your employment); provided that, in  the
event  there are fewer than 36 whole or partial months  remaining
from  the  Date of Termination to your 65th birthday, the  amount
provided   for  in  this  Subsection  (B)  will  be  reduced   by
multiplying it by a fraction the numerator of which is the number
of whole or partial months so remaining to your 65th birthday and
the denominator of which is 36;

                 (C)   notwithstanding  any  provisions  of   the
Company's  bonus plan, the Company shall pay to  you,  not  later
than the fifth day following the Date of Termination, a lump  sum
amount  equal to the sum of (x) any incentive compensation  which
has  been  allocated for the fiscal year preceding that in  which
the Date of Termination occurs but has not yet been paid, and (y)
any  award under the Company's bonus plan, if any, which has  not
yet  been paid for any other period which has closed prior to the
Date of Termination;

                (D)   in  lieu of shares of common stock  of  the
Company   ("Company  Shares")  issuable  upon  the  exercise   of
outstanding options ("Options"), if any, granted to you under the
Company's Stock Option Plan or any other stock option plan of the
Company (which Options shall be cancelled upon the making of  the
payment  referred to below), the Company shall pay  to  you,  not
later  than  the  fifth day following the Date of Termination,  a
lump sum equal to the sum of:

                     (x)   in  the  case  of  Options  which  are
incentive  stock options ("Incentive Stock Options"), as  defined
under  Section 422A of the Internal Revenue Code of 1986,  as  it
may hereafter be amended (the "Code"), granted after the date  of
this  Agreement, the product of (a) the difference (to the Extent
such difference is a positive number) obtained by subtracting the
per share exercise price of each such Incentive Stock Option held
by  you  (to the extent then exercisable) from the higher of  (i)
the  closing price of Company Shares as reported on the New  York
Stock  Exchange  on the Date of Termination or (ii)  the  highest
price  per  Company  Share actually paid in connection  with  any
change  in  control of the Company (but not more  than  the  fair
market value per share, within the meaning of Section 422A of the
Code and the regulations promulgated thereunder), on the date  of
payment  thereof and (b) the number of Company shares covered  by
each such Incentive Stock Option;

                     (y)  in the case of all other Options (other
than  Incentive Stock Options granted on or before  the  date  of
this Agreement, with respect to which no provision is made herein
for  payment  and  which Incentive Stock  Options  shall  not  be
cancelled  pursuant to this Agreement), the product  of  (a)  the
difference  (to  the extent that such difference  is  a  positive
number)  obtained by subtracting the per share exercise price  of
each   such  Option  held  by  you  whether  or  not  then  fully
exercisable from the higher of (i) the closing price  of  Company
Shares as reported on the New York Stock Exchange on the Date  of
Termination, or (ii) the highest price per Company Share actually
paid in connection with any change in control of the Company, and
(b) the number of Company Shares covered by such Option;

                (E)   the Company shall also pay to you all legal
fees and expenses incurred by you as a result of such termination
(including  all  such  fees and expenses,  if  any,  incurred  in
contesting  or  disputing any such termination or in  seeking  to
obtain  or  enforce  any  right  or  benefit  provided  by   this
Agreement);

               (F)  the Company shall arrange to provide you, for
a  36-month period after such termination (or such lesser  number
of months to your 65th birthday), with life, disability, accident
and health insurance substantially similar to those which you are
receiving   immediately  prior  to  the  Notice  of  Termination.
Benefits  otherwise receivable by you pursuant to this Section  4
(iii)(F)  shall be reduced to the extent comparable benefits  are
actually  received  by you during the 36-month  period  following
your  termination (or such shorter number of months to your  65th
birthday), and any such benefits actually received by  you  shall
be reported by you to the Company; and

                (G)   in  addition to the retirement benefits  to
which  you  are  entitled  under the qualified  and  supplemental
pension plans of the Company or any of its subsidiaries in  which
you  participate  (the "Pension Plans") or  any  successor  plans
thereto,  the  Company shall pay you in one sum in  cash  on  the
fifth day following the Date of Termination, a lump sum equal  to
the  actuarial  equivalent of the excess of  (x)  the  retirement
pension (determined as a straight life annuity commencing at  age
65)  which you would have accrued under the terms of the  Pension
Plans (without regard to any amendment to the Pension Plans  made
subsequent to a change in control of the Company and on or  prior
to  the Date of Termination, which amendment adversely affects in
any  manner  the computation of retirement benefits  thereunder),
determined  as  if  you  were  fully vested  thereunder  and  had
accumulated (after the Date of Termination) 36 additional  months
of  benefit accrual and service credit thereunder at your highest
annual  rate  of  compensation during the 12  months  immediately
preceding the Date of Termination (but in no event shall  you  be
deemed  to  have accumulated additional months of service  credit
after your 65th birthday), over (y) the vested retirement pension
(determined  as  a straight life annuity commencing  at  age  65)
which  you  had  then accrued pursuant to the provisions  of  the
Pension   Plans.    For  purposes  of  clause   (x),   the   term
"compensation" shall include amounts payable pursuant to  Section
4(iii)(B)  hereof,  and  amounts  payable  pursuant  to   Section
4(iii)(B)  hereof  shall  be deemed to  represent  36  months  of
compensation (or such lesser number of months of compensation  to
your  65th  birthday) for purposes of determining benefits  under
the  Pension Plans.  For purposes of this Subsection,  "actuarial
equivalent"  shall  be  determined using  the  same  methods  and
assumptions utilized under the Pension Plans immediately prior to
the change in control of the Company;

                (H)   in  the event that any payment  or  benefit
received  or to be received by you in connection with either  the
termination  of  your employment or a change in  control  of  the
Company  (whether payable pursuant to the terms of this Agreement
or any other plan, arrangement or agreement with the Company, any
successor   to  the  Company  or  any  corporation  ("Affiliate")
affiliated  with  the  Company  or which  becomes  so  affiliated
pursuant to the transactions resulting in a change in control  of
the Company, both within the meaning of Section 1504 of the Code,
(collectively  with  the  Severance Payments,  "Total  Payment"))
would  not be deductible (in whole or part) by the Company or  an
Affiliate  as a result of Section 280G of the Code, the Severance
Payments  shall  be  reduced (to zero,  if  necessary)  until  no
portion  of the Total Payments is not deductible as a  result  of
Section  280G  of  the Code, or the Severance  Payments  are  not
reduced to zero.  For purposes of this limitation, (i) no portion
of  the  Total  Payments, the receipt or enjoyment of  which  you
shall  have  effectively waived in writing prior to the  date  of
payment  of the Severance Payments, shall be taken into  account,
(ii) no portion of the Total Payments shall be taken into account
which  in  the  opinion of tax counsel selected by the  Company's
independent auditors and acceptable to you does not constitute  a
"parachute  payment" within the meaning of Section 280G(b)(2)  of
the  Code, (iii) the Severance Payments shall be reduced only  to
the extent necessary so that the Total Payments (other than those
referred  to  in  clause  (ii))  in  their  entirety  constituted
reasonable compensation for services actually rendered within the
meaning of Section 280G(b)(4) of the Code, in the opinion of  the
tax counsel referred to in clause (ii), and (iv) the value of any
non-cash  benefit or any deferred cash payment  included  in  the
Total  Payments shall be determined by the Company's  independent
auditors in accordance with the principles of Sections 280G(d)(3)
and (4) of the Code.

           (iv)  You shall not be required to mitigate the amount
of  any  payment provided for in this Section 4 by seeking  other
employment  or otherwise, nor shall the amount of any payment  or
benefit  provided  for  in  this Section  4  be  reduced  by  any
compensation earned by you as the result of employment by another
employer  or by retirement benefits after the Date of Termination
or otherwise.

           (v)   In addition to all other amounts payable to  you
under  this  Section  4,  you shall be entitled  to  receive  all
benefits  payable to you under the Pension Plans, and  any  other
plan or agreement relating to retirement benefits.

     5.   Letter of Credit Preceding Termination.  In the event a
potential  change in control of the Company shall have  occurred,
the  Company will promptly (and in no event more than seven  days
thereafter)  establish  an  irrevocable  letter  of  credit  (the
"Letter  of  Credit")  in your favor in an amount  equal  to  the
aggregate  of the amounts which would be payable to you  pursuant
to  Subsections 4(iii)(B), (C), (D) and (E) hereof as if you were
immediately  entitled to payment pursuant thereto plus  $100,000,
such Letter of Credit to be issued by a commercial bank which  is
not  an affiliate of the Company, but which is a national banking
association or established under the laws of one of the states of
the United States, and which has equity in excess of $100 million
(the  "Bank").   The  Letter  of Credit  shall  be  in  form  and
substance reasonably satisfactory to you and the Company and will
provide that the Bank shall pay you the amount of your draft,  at
sight, on presentation to the Bank of a statement, signed by  you
or  your authorized representative, setting forth (i) a statement
that  pursuant to any or all of Subsections 4(iii), 4(iv) or 4(v)
of  this Agreement you are entitled to payments of not less  than
the amount of such draft and (ii) the Date of Termination of your
employment.   Each time you shall draw on the Letter  of  Credit,
you  shall provide the Company with a copy of such draft and  the
accompanying  statement  referred to above.   The  Company  shall
maintain the Letter of Credit in effect for a period of two years
from  the date on which it is issued; provided, however, that  if
during  any  such  two-year period any event shall  occur  which,
pursuant  to this Section 5, would have required the  Company  to
establish  a  Letter of Credit had none then  existed,  then  the
Company  shall  maintain the Letter of Credit  in  effect  for  a
period to two years following such event, unless further extended
pursuant to this Section 5.  During the period in which a  Letter
of Credit is required to be maintained, the Company shall, at six-
month intervals commencing with the date the Letter of Credit  is
established, calculate the amount which would be payable  to  you
pursuant to Subsections 4(iii) (B), (C), (D) and (E) hereof as if
you  were  immediately entitled to payment pursuant thereto.   If
the  amount  so  calculated  plus  $100,000  exceeds  the  amount
available  to  be drawn upon under the Letter of Credit  then  in
effect,  the Company shall promptly (and in no event  later  than
seven  days thereafter) cause the amount payable under the Letter
of Credit to be increased by the amount of such excess.

           The payment by the Bank of the amount of your draft in
accordance  with  the terms hereof and of the  Letter  of  Credit
shall  not constitute a waiver by the Company of, or in  any  way
preclude  the Company from asserting, any claim against you  that
you  are  not  entitled  to  some or all  of  such  payment.   In
addition,  your  drawing  upon the Letter  of  Credit  shall  not
constitute  a  waiver  by you, or in any way  preclude  you  from
asserting, any claim against the Company that you are entitled to
amounts pursuant to this Agreement which were not paid by amounts
received under the Letter of Credit.

     6.   Successors; Binding Agreement.

           (i)   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 to expressly assume 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 had
taken  place.   Failure of the Company to obtain such  assumption
and  agreement prior to the effectiveness of any such  succession
shall  be  a  breach of this Agreement and shall entitle  you  to
compensation from the Company in the same amount and on the  same
terms  as  you would be entitled hereunder if you terminate  your
employment  for  Good  Reasons,  except  that  for  purposes   of
implementing the foregoing, the date on which any such succession
becomes  effective shall be deemed the Date of  Termination.   As
used  in  this  Agreement, "Company" shall mean  the  Company  as
hereinbefore  defined and any successor to  its  business  and/or
assets  as  aforesaid which assumes and agrees  to  perform  this
Agreement by operation of law, or otherwise.

           (ii) This Agreement shall inure to the benefit of  and
be   enforceable  by  your  personal  or  legal  representatives,
executors,   administrators,  successors,  heirs,   distributees,
devisees and legatees.  If you should die while any amount  would
still  be payable to you hereunder if you had continued to  live,
all such amounts, unless otherwise provided herein, shall be paid
in  accordance with the terms of this Agreement to your  devisee,
legatee  or  other designee or if there is no such  designee,  to
your estate.

      7.   Notice.  Notices and all other communications provided
for in this Agreement shall be in writing and shall be deemed  to
have  been  duly  given when delivered or mailed  by  the  United
States   registered  mail,  return  receipt  requested,   postage
prepaid, addressed to the respective addresses set forth  on  the
first  page of this Agreement, provided that all notices  to  the
Company  shall be directed to the attention of the Board  with  a
copy to the Secretary of the Company, or to such other address as
either  party  may  have furnished to the  other  in  writing  in
accordance  herewith,  except that notice of  change  of  address
shall be effective only upon receipt.

      8.   Miscellaneous.  No provision of this Agreement may  be
modified,  waived or discharged unless in writing and  signed  by
you  and  such officer as may be specifically designated  by  the
Board.   No  waiver by either party hereto at  any  time  of  any
breach  by  the  other party hereto of, or compliance  with,  any
condition or provision of this Agreement to be performed by  such
other  party  shall be deemed a waiver of similar  or  dissimilar
provisions  or  conditions  at  the  same  or  at  any  prior  or
subsequent  time.   No  agreements or  representations,  oral  or
otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not expressly set
forth   in   this   Agreement.   The  validity,   interpretation,
construction and performance of this Agreement shall be  governed
by the laws of the State of New Jersey.

      9.    Validity.  The invalidity or unenforceability of  any
provisions  of  this Agreement shall not affect the  validity  or
enforceability  of any other provisions of this Agreement,  which
shall remain in full force and effect.

If  this letter correctly sets forth our agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed
copy  of this letter which will then constitute our agreement  on
this subject.

                                   IMO INDUSTRIES INC.

                                   By:    /s/ T.J. Bird

                                   Name:    T.J. Bird

                                   Title:Executive Vice President


Agreed to this fifth day
of October, 1995

/s/ David C. Christensen