Change Of Control Agreement

Change of Control Agreement


     THIS AGREEMENT made this 22nd day of December, 1994, between
Laurentian Capital Corporation (the "Company") and David L. Wilson, Jr.,
presently Senior Vice President and Chief Investment Officer of the Company

     WHEREAS, the Company recognizes that Executive's contribution
to the growth and success of the Company has been substantial and desires to
assure the Company of Executive's continued employment; and

     WHEREAS, in this connection, the Board of Directors of the
Company (the "Board") recognizes that, as is the case with many publicly-held
corporations and their subsidiaries, the possibility of a change in control may
exist and that such possibility and the uncertainty which it may raise among
management may result in the departure or distraction of management personnel to
the detriment of the Company and its stockholders; and

     WHEREAS, the Board has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of Executive to his assigned duties without

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distractions arising from the possibility of a change in control of the 
Company; and

     WHEREAS, in order to take such steps with respect to Executive
and to induce Executive to remain in the employ of the Company, the Company has
agreed that Executive shall receive certain severance payments as set forth
below in the event his employment with the Company is terminated subsequent to a
change in control of the Company, on the terms and under the circumstances
described below.

     NOW, THEREFORE, it is hereby agreed by and between the parties
as follows:


           This Agreement shall be effective immediately upon its
execution by the parties, but, anything in this Agreement to the contrary
notwithstanding, shall become operative only upon a "Change in Control of the
Company" as defined in Section 2 hereof.


           (a) For purposes of this Agreement, a "Change in Control of
the Company" or "Change of Control" shall be deemed to have occurred upon the
occurrence of any of the following:


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               (i) any  "person"  (as defined in Sections  13(d) and 14(d) of 
the  Securities  Exchange Act of 1934, as amended ("Exchange Act")) who is not
a "Current Controlling Person of the Company," as defined below, hereafter 
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange 
Act), directly or indirectly, of securities representing fifty percent (50%) 
or more of the combined voting power of the Company (any person who is 
currently the beneficial owner of 50% or more of the combined voting power 
of the Company's outstanding securities, and any person currently controlled 
by or under common control with any such person, being referred to herein as a
"Current Controlling Person of the Company"); or

               (ii) there shall be elected to the Board of Laurentian Capital
Corporation directors constituting a majority of such Board who are not 
elected or nominated for election to such Board by (x) the current directors 
or a Current Controlling Person of the Company or (y) directors who (or whose 
predecessors on such Board) were ultimately nominated or elected by the current
directors or a Current Controlling Person of the Company; or

               (iii) the shareholders of Laurentian Capital Corporation approve
a merger or consolidation of the Company with any other company, other than 
a merger or consolidation which would result in the voting securities of 
Laurentian Capital Corporation outstanding immediately prior thereto 
continuing to represent


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(either by remaining outstanding or by being converted into voting securities 
of the surviving entity) at least 80% of the combined voting power of the 
voting securities of Laurentian Capital Corporation or such surviving entity 
outstanding immediately after such merger or consolidation; or

               (iv) the shareholders of Laurentian Capital Corporation approve
a plan of complete liquidation of Laurentian Capital Corporation or an 
agreement for the sale or disposition by Laurentian Capital Corporation of 
all or substantially all of the Laurentian Capital Corporation's assets.

          (b) Anything in this Agreement to the contrary
notwithstanding, if an event described in Section 2(a) occurs (a "Change of
Control Event") and if the Executive's employment with the Company is terminated
prior to the date on which the Change of Control Event occurs, and if it is
reasonably demonstrated by the Executive that such termination of employment
(i) was at the request of a third party who has taken steps reasonably 
calculated to effect the Change of Control Event or (ii) otherwise arose in 
connection with or anticipation of the Change of Control Event, then for all 
purposes of this Agreement a Change of Control shall be deemed to have 
occurred on the date immediately prior to the date of such termination of 


                             Page 34 of 43


           (a) If, within the twenty-four (24) month period subsequent to
a Change of Control (the "Post-Change Period"), the Executive's employment by
the Company shall be terminated: (i) by the Company (other than for Cause, as
defined in Section 5, or for Retirement, as defined in Section 4); or (ii) by
Executive for Good Reason, as defined in Section 6; the Company shall pay
Executive a severance payment (the "Total Severance Amount") determined in
accordance with Section 3(b).

           (b) The Total Severance Amount shall be an amount equal to one
and one-half (1.5) times the sum of an amount equal to the Executive's 
(i) annual base salary (calculated as of the time of termination of employment)
paid by the Company and (ii) an amount equal to such annual base salary 
multiplied by the Executive's average percentage annual bonus paid or payable 
with respect to the preceding three (3) (or such lesser number of full fiscal
years during which Executive has been employed by the Company) years (expressed
as a percentage of annual base salary).

           (c) Executive may opt to continue to participate, with the
expense thereof borne by the Company, at levels not less than those existing on
the day before the Change of Control or the Termination Date, at Executive's
election, in the Company's life, disability, accident and health plans for a
period of one and one-half (1.5) years from the Termination Date, by giving


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notice to the Company of such election within thirty (30) days of the
Termination Date.

           (d) Except with respect to payments provided for under Section
3(b) above, the payment of the amounts provided for herein shall not affect the
obligations of the Company or its successors, under any plan, other agreement or
arrangement pursuant to which Executive is entitled to any retirement, pension,
stock or insurance benefits, or payments or welfare contributions applicable to
retired management employees of the Company, generally.

           (e) Notwithstanding any other provision of this Agreement, in
the event that the Executive becomes entitled to payments under this Agreement
and if any of the Total Payments ("Total Payments" being the total amount
payable to the Executive pursuant to the terms of this Agreement or any other
plan, arrangement or agreement with the Company or any of its subsidiaries) are
subject to the excise tax imposed under section 4999 ("Excise Tax") of the
Internal Revenue Code, the Company shall pay to the Executive an additional
amount (the "Gross-up Payment") such that the net amount retained by the
Executive, after deduction of any Excise Tax on the Total Payments and any
federal, state, or local income tax and any Excise Tax upon the Gross-up
Payment, shall be equal to the Total Payments.


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           Termination by the Company or by Executive of Executive's
employment by reason of "Retirement" shall mean termination on or after
Executive's "normal retirement date", as defined in the Company's Retirement
Plan as of the date hereof, or in accordance with any retirement arrangement
established with Executive's consent with respect to the Executive.


           Termination by the Company of Executive's employment for
"Cause" shall mean termination upon: (a) the willful failure by Executive to
substantially perform his duties with the Company (other than any such failure
resulting in termination by Executive for Good Reason); or (b) the willful
engaging by Executive in conduct which is demonstrably and materially injurious
to the Company, monetarily or otherwise; or (c) Executive's conviction of a
felony or conviction of a misdemeanor which impairs Executive's ability
substantially to perform his duties with the Company.


           Executive shall be deemed for the purposes of this Agreement
to have terminated his employment for "Good Reason" if he terminates his
employment after the occurrence (other than such as may be isolated,
unsubstantial and inadvertent on the Company's part and which is remedied
promptly by the Company after receipt of notice from Executive), without
Executive's express written consent 


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and after a Change in Control of the Company, of any one or more of the 

           (a) the assignment to Executive of duties which are
substantially inconsistent with his duties, responsibilities and status
(including offices, titles and reporting requirements) or a substantial
reduction or alteration in the nature or status of Executive's responsibilities
from the most significant of those in effect during the six-month period
immediately preceding the Change of Control;

           (b) a reduction by the Company in Executive's total
compensation (including, without limitation, salary, bonus, benefits and any
perquisite allowance) as in effect on the date hereof, or as the same shall be
increased from time to time, by more than 20%;

           (c) the failure by the Company to continue Executive's
participation in any of the Company's employee benefit, incentive, fringe
benefit (including vacation), expense reimbursement or office support and
personal staff policies, plans, practices or arrangements, including, but not
limited to, those plans, policies and arrangements maintained solely for the
benefit of key management personnel, in which Executive participates, on
substantially the same basis as those provided generally from time 


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to time after the Change of Control to other peer executives of the Company 
and its affiliated companies; or

           (d) the failure of any  successor to the Company to assume or 
otherwise be bound to perform the Company's obligations under this Agreement.


           The Company shall pay any reasonable legal fees and expenses
incurred by Executive as a result of termination of employment as provided
hereunder (including all such fees and expenses, if any, in contesting any
action of the Company) in seeking to enforce any right or benefit provided by
this Agreement; or in connection with any tax audit or proceeding to the extent
attributable to the application of Section 4999 of the Internal Revenue Code to
any payment or benefit provided hereunder.


           (a) Executive shall not be required to mitigate the amount of
any payment provided for in this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this Agreement be
reduced by any compensation earned by Executive as the result of employment by
another employer after the Termination Date, or otherwise.


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           (b) The Company's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Company may have against the Executive or others.

           (c) If there shall be any dispute between the Company and the
Executive (i) in the event of any termination of the Executive's employment by
the Company, whether such termination was for Cause, or (ii) in the event of any
termination of employment by the Executive, whether Good Reason existed, then,
unless and until there is a final, nonappealable judgment by a court of
competent jurisdiction declaring that such termination was for Cause or that the
determination by the Executive of the existence of Good Reason was not made in
good faith, the Company shall pay all amounts, and provide all benefits, to the
Executive and/or the Executive's family or other beneficiaries, as the case may
be, that the Company would be required to pay or provide pursuant to Section 6
as though such termination were by the Company without Cause, or by the
Executive with Good Reason; provided, however, that the Company shall not be
required to pay any disputed amount pursuant to this paragraph except upon
receipt of an undertaking by or on behalf of the Executive to repay all such
amounts to which the Executive is ultimately adjudged by such court not be


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           Termination Date shall mean the date of Executive's
termination as set forth in a notice from the Company to the Executive or the
Executive to the Company.


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

     11.   NOTICES

           Any notices, requests, demands, and other communications
provided for by this Agreement shall be sufficient if in writing and if sent by
registered or certified mail to the Executive at the last address he has filed
in writing to the Company or, in the case of the Company, at its principal
executive offices.


           This Agreement terminates and supersedes all prior agreements
between the Company and the Executive relating to Change 


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of Control, including without limitation that certain Change of Control 
Agreement made by the Company and the Executive dated August 31, 1994.


           No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by Executive and such officer as may be specifically designated by
the Board.

     14.   VALIDITY

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


           This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

     16.   NON-WAIVER

           The Executive's or the Company's failure to immediately insist
upon strict compliance with any provision of this Agreement, including, without
limitation, the right of Executive to terminate employment for Good Reason,
shall not be deemed to be a waiver of 


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such provision or right or any other provision or right of this Agreement.


           Unless there shall have occurred a Change of Control prior to
such date, this Agreement shall expire three (3) years after the date hereof.

     IN WITNESS WHEREOF, the Company and Executive have executed this Change
of Control Agreement as of the date first above written.


                                LAURENTIAN CAPITAL CORPORATION

                                By   /s/ ROBERT T. RAKICH

                                Its  PRESIDENT & CEO


                                /s/ DAVID L. WILSON, JR.


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