TERMINATION OF CONSULTANT'S AGREEMENT
                                                               
    This Termination of Consultant's Agreement (hereafter, the
"Termination Agreement") is dated and effective as of the 28th day
of December, 1998 and is entered into by and between Dennis J.
Hegyi, an individual residing at 1708 Morton Avenue, Ann Arbor,
Michigan 48104 ("Hegyi") and Control Devices, Inc., an Indiana
corporation headquartered on Route 35, Standish, Maine  04084
("CDI").

                           RECITALS:

A.  In April, 1995, CDI and Hegyi entered into several agreements,
including a Consultant's Agreement (the "Consultant's
Agreement").

B.  CDI and Hegyi now wish to terminate the Consultant's Agreement
and to evidence their understanding in connection with such
amendment.

    NOW, THEREFORE, based on these premises, the mutual covenants
contained herein, and each act done pursuant thereto, the parties
hereby agree as follows:

    1.   Termination of Consulting Relationship.  The Consultant's
Agreement is hereby terminated as of the date of this Termination
Agreement and, except for Section 12 which by its terms survives
any termination, shall hereafter be null and void and of no further
force or effect.  The parties acknowledge that, as of the date
hereof, Hegyi is not obligated to perform any of the consulting
services set forth in Section 2 of the Consultant's Agreement and
CDI is not obligated to pay any of the compensation set forth in
Section 4 of the Consultant's Agreement.  Notwithstanding anything
to the contrary contained herein, the various Secrecy and
Non-Disclosure Agreements previously executed between the parties
shall remain in full force and effect.

    2.   Succesors and Assigns.  This Amendment is intended to be
binding upon the successors and assigns of CDI and Hegyi, and their
respective Affiliates.  Neither CDI nor Hegyi may assign this
Amendment without the consent of the other, except that CDI may
assign this Amendment together with a sale of business transaction.

    3.   Applicable Law.  This Amendment shall be construed,
interpreted and governed by the laws of Michigan.

    4.   Waiver of Breach.  The failure by either party to
exercise a right or enforce an obligation hereunder shall not be
construed to be waiver of same by either party with respect to
future performance.


    5.   Severability.  If any portion of this Amendment shall be
declared void or unenforceable by any court or administrative body
of competent jurisdiction, to the extent such portion is not
material to the underlying intent of this agreement, such portion
shall be deemed severable from the remainder of this Amendment,
which remainder shall continue in all respects valid and
enforceable.  The parties mutually agree to cooperate in any
revision of this contract which may be necessary to meet the
requirements of the law.

    6.   Force Majeure.  Neither party shall be under any
liability hereunder to the other party on account of any loss,
damage or delay caused by the elements, embargoes, failures of
carriers, acts of God or the public enemy or compliance with any
law, regulation or other governmental order, whether or not valid,
as long as the delay in performance under this Amendment is not
greater than the period that the above-mentioned actions or events
caused disruption.

    7.   Notices.  Any notice, request, report or payment required
or permitted to be given or made under this Amendment by either
party shall be given by sending such notice by registered or
certified United States mail, return receipt requested, postage
prepaid, or by a national overnight courier service to the address
set forth below or such other address as such party shall have
specified by written notice given in conformity herewith.  Any
notice given in accordance with the provisions of this Section
shall be effective on the date received, as indicated on the postal
service's return receipt or the overnight courier's records, and
any notice not so given shall not be valid unless and until
actually received as evidenced by competent, written records kept
in the normal course of business.

         To Hegyi:           Dr. Dennis J. Hegyi
                             1708 Morton Avenue
                             Ann Arbor, Michigan

         To CDI:             Control Devices, Inc.
                             228 Northeast Road
                             Standish, Maine  04084
                             Attn:  Bruce D. Atkinson, CEO

    IN WITNESS WHEREOF, the parties have duly and properly
executed and delivered this Termination Agreement as of the date
first written above.

                                  CONTROL DEVICES, INC.


______________________________    By:  _________________________
Dennis J. Hegyi                        Bruce D. Atkinson, CEO


Date:  _____________, 1998             Date:______________, 1998