February 21, 1997

(FormalName)
ERO Industries, Inc.
585 Slawin Court
Mt. Prospect, Illinois  60056

CONFIDENTIAL

Dear (CommonName):

You are eligible to participate in the (location) (the "Company") 1997
Incentive Compensation Plan.  Although a lot of hard work went into 1996
in trying to achieve our sales and operating income goals, we fell short.
However, 1997 really promises to be a great year.  If we work together,
we have a great chance to earn a bonus.

Your bonus base for 1997 will be $(Bonusbase).  Your actual incentive 
compensation can range from 0% to 200% of this bonus base, depending 
on the Company's audited operating income for 1997.  The range of your
1997 incentive compensation can vary as follows:

Bonus base: $(Bonusbase)     Operating Income        % of       1997 Incentive
                               Achieved           Bonus Base     Compensation

                               $(Target1)              0%             $0

                               $(Target2)            100%        $(Bonusbase)

                               $(Target3)            200%        $(BONUS200)



The 1997 Incentive Compensation Plan has terms and conditions related to 
your participation.  A copy of the formal plan is available from Human 
Resources for your review.  If you have any questions regarding the program, 
please talk to Mark Renfree who can explain or clarify any issues.

The reason you are a participant in the 1997 incentive compensation program 
is because your efforts can, and will, have a significant impact upon the
performance of our business.  I trust you will make every effort to reach
the 200% level, and I personally look forward to authorizing your bonus this
time next year.

Sincerely,

/s/Barry J. Ryan
                
Barry J. Ryan
President

cc: D. Ryan