February 21, 1997

(FormalName)
ERO Canada, Inc.
6660 Kennedy Road, Suite 213
Mississauga, Ontario
Canada  L5T 2M9

CONFIDENTIAL

Dear (CommonName):

You are eligible to participate in the ERO Canada, Inc. (the "Company") 1997
Incentive Compensation Plan. 

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

Bonus base: $(Bonusbase)Cnd.  Operating Income       % of       1997 Incentive
                            less Interest Expense   Bonus Base   Compensation

                              $(Target1)Cnd.          0%              $0

                              $(Target2)Cnd.         100%      $(Bonusbase)Cnd.

                              $(Target3)Cnd.         200%      $(BONUS200)Cnd.



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