MIDAS INC
POST-RETIREMENT AGREEMENT WITH CFO
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>POST-RETIREMENT AGREEMENT WITH CFO
<TEXT>

<PAGE>

                                                                    Exhibit 10.9

                             CONSULTING AGREEMENT
                             --------------------

     This Consulting Agreement is made and entered into as of February 21, 2001
between R. Lee Barclay ("Consultant") and Midas, Inc., a Delaware corporation
(the "Company").


                                  WITNESSETH:

     WHEREAS, the Company is engaged in the business of franchising and
manufacturing after market car products and services;

     WHEREAS, the Company desires to have available the services of the
Consultant to assist the Company in developing and advancing the businesses from
time to time carried on by the Company;

     WHEREAS, the Company desires to obtain assurance that the Consultant will
remain available to the Company as a consultant; and

     WHEREAS, the Consultant desires to provide consulting services to the
Company on the terms set forth herein;

     NOW, THEREFORE, the Consultant and the Company, in consideration of the
agreements, covenants and conditions contained herein, hereby agree as follows:

     1.   Engagement for Consulting Services.
          ----------------------------------

          (a) For the term of this Agreement (as hereinafter defined), the
          Company agrees to engage the Consultant;

               (i) to assist the Company in developing and advancing the
               business engaged in by the Company;

               (ii) to assist the Company in matters related to general
               accounting and financing;

               (iii) in such other capacities as may be agreed to by the parties
               hereto.
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          (b) The Consultant agrees to make himself available to the Company for
          such purposes for the term of this Agreement.

          (c) The Consultant's status under this Agreement shall be that of an
          independent contractor. This Agreement shall not affect benefits to
          which Consultant is otherwise entitled as a retired employee of the
          Company.

          (d) It is expressly understood by the parties that the consulting
          services contemplated hereby will be on an as needed basis; provided,
          however, the Consultant agrees to make himself available for an
          average of 15 days of consulting services each calendar month as
          requested by the CEO of the Company during the term of this Agreement.

          (e) The Consultant agrees to perform faithfully the duties assigned to
          him hereunder to the best of his ability and (subject to Subsection
          (d) of the Section) to remain available to consult with and render
          services to the Company hereunder.

     2.   Compensation.
          ------------

          (a) As compensation for the engagement hereunder, the Company agrees
          to pay to the Consultant a fee of $22,250 per month for the term of
          his Agreement.

          (b) The Company shall provide Consultant with office space and
          reimburse him for reasonable out-of-pocket expenses incurred in the
          performance of his duties hereunder.

          (c) Payment of the compensation and expenses provided for in this
          Section will be made by the Company monthly upon receipt of an
          itemized bill from the Consultant.

     3.   Confidential Information.
          ------------------------

          The Consultant agrees that he will not, at any time during the term of
          this Agreement or thereafter, divulge any trade secrets or other
          confidential information of or relating to the Company or any of its
          subsidiaries, except to the extent that the Company may so authorize
          in writing, and that upon the termination of this Agreement the
          Consultant will surrender to the Company

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          all records and other documents (together with all copies thereof)
          obtained or created by the Consultant or entrusted to him during the
          course of its performance of services hereunder. For purposes of this
          Section 3, information about the Company or any of its subsidiaries
          shall be treated as confidential until it has been published or is
          generally or publicly known outside the Company. The covenants
          contained in this Section 3 shall survive the termination of this
          Agreement.

     4.   Business Ideas.
          --------------

          (a) The Consultant acknowledges that the Company will own all rights
          in all "Business Ideas" (as hereinafter defined) which are originated
          or developed in conjunction with the services contemplated hereunder
          by the Consultant (either alone or with employees or consultants of
          the Company.)

          (b) The Consultant agrees that during the term of this Agreement he
          will:

               (i) assign to the Company all Business Ideas and promptly execute
               all documents which the Company may reasonably require to perfect
               its patent and other rights to such Business Ideas throughout the
               world; and

               (ii) promptly disclose to the Company all information concerning
               all Business Ideas, inventions, data and developments, whether or
               not originated or developed by the Consultant, which come to his
               attention and which concern any business carried on by the
               Company or any of his subsidiaries.

          (c) The Consultant further agrees that, following the termination of
          his engagement hereunder, he will:

               (i) disclose to the Company all Business Ideas relating to
               matters with which the Consultant came into contact during the
               term of this Agreement; and

               (ii) assign to the Company all such Business Ideas and promptly
               execute all documents which the Company may reasonably require to
               perfect its rights to such Business Ideas.

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          (d) For purposes of this Section 4, "Business Ideas" shall mean all
          ideas, whether or not patentable, which are originated or developed by
          the Consultant and which deal with the manufacture, marketing,
          distribution franchising or sale of automobile products and services
          or development of any business involved in such activities or the
          acquisition of other companies or business units involved in such
          activities.

     5.   Term.
          ----

          This Agreement shall be for a term of one-year commencing on May 1,
          2001 and ending on April 30, 2002.

     6.   Assignment and Succession.
          -------------------------

          The rights and obligations of the Company under this Agreement shall
          inure to the benefit of and be binding upon its successors and
          assigns. The Consultant may not assign any of its rights or
          obligations hereunder.

     7.   Entire Agreement.
          ----------------

          This Agreement contains the entire agreement between the Company and
          the Consultant concerning the subject matter hereof. In the event that
          the Consultant's services include work in connection with the
          acquisition and divestiture of other companies, or business units, the
          Consultant agrees that he shall not be entitled to any finder's or
          broker's fee, commission, or similar compensation for such services,
          and that the compensation provided hereunder shall constitute full
          consideration for such services.

     8.   Applicable Law.
          --------------

          This Agreement shall at all times be construed, interpreted and
          enforced in accordance with the laws of the State of Illinois.

                                    Page 4
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     IN WITNESS WHEREOF, the Company and the Consultant have caused this
Agreement to be executed by a duly authorized officer as of the day and year
first above written.


                                     MIDAS INTERNATIONAL CORPORATION

                                         /s/ Wendel H. Province
                                     By: ______________________________
                                         Chief Executive Officer


                                         /s/ R. Lee Barclay    2/21/01
                                         ______________________________
                                         R. Lee Barclay      Consultant





                  /s/ Robert H. Sorensen
                ___________________________
                          Witness

                                    Page 5
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