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Lock-Up Agreement - Titian Acquisitions Ltd. and Ravine Partners Ltd.

                            TITAN ACQUISITIONS, LTD.

                                                                   June 23, 1999

Ravine Partners, Ltd.
3219 McKinney Avenue
Dallas, TX 75204

Dear Sirs:

     Reference is made to the Pre-Acquisition Agreement dated June 23, 1999 (the
'Pre-Acquisition Agreement') between Titan Acquisitions, Ltd. (the 'Offeror'),
United Technologies Corporation ('Parent') and International Comfort Products
Corporation ('ICP') pursuant to which the Offeror has agreed to make an offer to
purchase all of the outstanding shares (the 'Shares') of ICP.  All capitalized
terms referred herein and not otherwise defined herein shall have the meanings
attributed thereto in the Pre-Acquisition Agreement.

     The Offeror understands, and by your acceptance of this letter agreement
(the 'Agreement') you (the 'Seller') represent and warrant to the Offeror that,
there are 7,889,870 Shares beneficially owned, directly or indirectly, by the
Seller or over which the Seller exercises direction or control (collectively,
the 'Seller's Shares').

     This Agreement sets out the terms and conditions by which the Seller
irrevocably and unconditionally agrees to deposit the Seller's Shares under the
Offer, grants an Option over the Seller's Shares to the Offeror and sets out the
obligations and commitments of the Seller in connection therewith.  This
Agreement is also the Seller's agreement to ensure that the Seller's associates
(as defined in the Securities Act (Ontario)) are bound by and perform the
obligations of the Seller hereunder, and any reference to the Seller in this
Agreement shall include the Seller's associates, all to the extent applicable.

Section 1.    Acceptance of the Offer

1.1     Deposit.  The Seller hereby irrevocably and unconditionally agrees to
        deposit the Seller's Shares, together with a completed and executed
        letter of transmittal, under the Offer prior to the Initial Expiry Time.

1.2     Non-Withdrawal.  The Seller hereby irrevocably and unconditionally 
        agrees not to withdraw or take any action to withdraw any portion of the
        Seller's Shares following their deposit under the Offer, notwithstanding
        any statutory rights or other rights under the terms of the Offer or
        otherwise which the Seller might have, unless the Pre-Acquisition
        Agreement is terminated in accordance with its terms prior to the taking
        up of the Seller's Shares under the Offer.

Section 2    Option

2.1     Grant of Option.  On the terms and subject to the conditions set forth
        herein, the Seller hereby grants to Offeror an irrevocable option (the
        'Option') to purchase all of the right, title and interest of the Seller
        in and to the Seller's Shares at a price equal to the greater of (a)
        US$11.75 per share and (b) any higher price per share paid by the
        Offeror in the Offer.
2.2     Exercise of the Option.  Offeror may exercise the Option in accordance 
        with the terms of Section 2.1 hereof in whole, but not in part, if, but
        only if, the fee provided for in Section 11.2(b), (d) or (e) of the Pre-
        Acquisition Agreement has become payable to Offeror in accordance with
        the terms thereof. Offeror may exercise the Option at any time within
        the 60 days following the date when the Option first becomes
        In the event that Offeror is entitled to and wishes to exercise the
        Option, Offeror shall send a written notice to the Seller (the 'Notice'
        and the date on which the Notice is sent shall be referred to herein as
        the 'Notice Date') specifying the place and the date (the 'Closing
        Date') promptly after the Notice Date for the closing of such purchase
        (the 'Closing'); provided, however, that in the event that prior
                         --------  ------- 
        notification to, or approval of, any regulatory or antitrust agency is
        required in connection with the exercise of the Option, Offeror shall
        promptly file the required notice or application for approval and shall
        promptly notify the Company of such filing, and the period of time that
        otherwise would run pursuant to this Section 2.2 shall run instead from
        the last the date on which all required notification or waiting periods
        shall have expired or been terminated or all required approvals shall 
        have been obtained; provided further that in the event there shall be in
                            -------- -------
        effect any preliminary or final injunction or other order issued by any
        court or governmental, administrative or regulatory agency or authority
        prohibiting the exercise of the Option pursuant to this Agreement, the
        period of time that otherwise would run pursuant to this Section 2.2
        shall run instead from the date on which such prohibition shall have
        been vacated, terminated or waived. Any exercise of the Option shall be
        deemed to have occurred on the Notice Date relating thereto.
2.3     Closing. At the Closing, simultaneously with the payment by Offeror of 
        the purchase price for the Seller's Shares, the Seller shall deliver, or
        cause to be delivered, to Offeror certificates representing the Seller's
        Shares duly endorsed to Offeror or accompanied by stock powers duly
        executed by the Seller in blank, together with any necessary stock
        transfer stamps properly affixed.
2.4     Acquired Option Shares.  In the event the Seller's Shares are acquired 
        by Offeror pursuant to the exercise of the Option (the 'Acquired Option
        Shares') and Offeror subsequently disposes of, sells or transfers the
        Acquired Option Shares in connection with any Take-over Proposal for
        which a binding contract of sale is executed within 12 months of the
        Closing (a 'Sale'), the Seller shall be entitled to receive an amount 
        in cash equal to 75% of the excess, if any, of the aggregate proceeds
        received by


        Offeror in such Sale (net of selling commissions, if any) over the
        aggregate purchase price paid by Offeror for the Acquired Option Shares
        subject to such Sale.
        If any of the consideration received by Offeror in a Sale consists of
        securities, for purposes hereof, the proceeds of such Sale shall be
        deemed to be the net after-tax amount that would actually have been
        received by Offeror in an orderly sale of such securities commencing on
        the first business day following actual receipt of such securities by
        Offeror, in the written opinion of an investment banking firm of
        national reputation selected by Offeror and reasonably satisfactory to
        the Seller.
        Any payment due to the Seller pursuant to this Section 2.4 shall be paid
        by Offeror to the Seller within three Business Days following receipt by
        Offeror of the Sale proceeds or, if any of such consideration consists
        of securities, within three Business Days after receipt of the Sale
        proceeds or, if later, the date on which the investment banking firm's
        written opinion is received by Offeror.
        Nothing herein shall create any duty by Offeror to engage in a Sale of
        the Acquired Option Shares.

Section 3    Representations and Warranties

3.1     Representations and Warranties of Seller.  The Seller hereby 
        represents and warrants to and in favour of the Offeror that:

        (a) the Seller is a limited partnership duly organized and validly
            existing under the laws of the State of Texas;

        (b) the Seller has the power and capacity and has received all requisite
            approvals to enter into this Agreement and to perform its
            obligations hereunder and this Agreement is a valid and binding
            agreement enforceable by the Offeror against the Seller in
            accordance with its terms;

        (c) the Seller is (and, if applicable, upon the deposit of the Seller's
            Shares under the Offer, will be) the sole legal and beneficial owner
            of the Seller's Shares and has and will have the exclusive right to
            dispose of the Seller's Shares as provided in this Agreement;

        (d) the Seller's Shares are owned (and, if applicable, will be acquired
            by the Offeror) with good and marketable title, free and clear of
            any and all mortgages, liens, charges, encumbrances and adverse

        (e) no person, firm or corporation has any agreement or option, or any
            right or privilege (whether by law, pre-emptive or contractual)
            capable of becoming an agreement or option, for the purchase,
            acquisition or transfer of any of the Seller's Shares or any
            interest therein or right thereto, except pursuant to this
            Agreement; and


        (f) the execution and delivery of this Agreement and the fulfilment of
            the terms hereof by the Seller do not and will not result in a
            breach of any agreement or instrument to which the Seller is a party
            or by which the Seller is contractually bound.

3.2     Representations and Warranties of the Offeror.  The Offeror hereby
        represents and warrants to the Seller that:

        (a) the Offeror is a corporation duly incorporated and validly existing
            under the laws of its jurisdiction of incorporation;

        (b) the Offeror has the financial resources and is financially capable
            of completing the Offer; and
        (c) the Offeror has the corporate power and capacity and has received
            all requisite approvals to enter into this Agreement and this
            Agreement is a valid and binding agreement enforceable by the Seller
            against the Offeror in accordance with its terms.

Section 4    Covenants of the Seller

4.1     General.  The Seller hereby covenants that during the term of this
        Agreement the Seller will:

        (a) not take any action to solicit, initiate or encourage enquiries,
            submissions, proposals or offers from, or provide information to,
            any other person, entity or group relating to, and will not
            participate in any negotiations regarding, or otherwise cooperate in
            any way with or assist or participate in:

            (i)  the direct or indirect acquisition or disposition of all or any
                 Shares or any other securities of ICP or its subsidiaries
                 (except as expressly provided in this Agreement); or

            (ii) except as expressly permitted by this Agreement or as
                 previously approved in writing by the Offeror, any
                 amalgamation, merger, sale of any material part of ICP's or its
                 subsidiaries' assets, take-over bid, plan of arrangement,
                 reorganization, recapitalization, liquidation or winding-up of,
                 or other business combination or similar transaction involving
                 ICP or any of its subsidiaries;

        (b)  not sell, assign, convey or otherwise dispose of any of the
             Seller's Shares except pursuant to and in accordance with this

        (c)  not exercise any shareholder rights or remedies available at common
             law or pursuant to applicable corporate and securities laws to
             delay, hinder, upset or challenge the Offer;


        (d)  cause the voting rights attaching to the Seller's Shares to be
             exercised to oppose any proposed action by ICP, its shareholders or

             (i)  which might reasonably be regarded as being directed towards 
                  or likely to prevent or delay the successful completion of the
                  Offer; or

             (ii) to materially change the business, assets, operations,
                  capital, affairs, financial conditions, licences, permits,
                  rights or privileges, whether contractual or otherwise, or
                  prospects of ICP which in the sole judgement of the Offeror
                  could individually, or in the aggregate, materially adversely
                  affect the value of the Shares to the Offeror;

        (e)  use Seller's reasonable efforts to assist the Offeror to
             successfully complete the acquisition of Shares; and

        (f)  promptly notify the Offeror upon any of Seller's representations or
             warranties contained in this Agreement becoming untrue or incorrect
             in any material respect during the period commencing on the date
             hereof and expiring at the time of expiry of the Offer, and for the
             purposes of this provision, each representation and warranty shall
             be deemed to be given at and as of all times during such period
             (irrespective of any language which suggests that it is only being
             given as at the date hereof).

        The Seller shall not be deemed to have violated Section 4.1(a) and (e)
        solely as a result of the participation by any associate of the Seller
        who is a director of ICP in a decision by the Board of Directors of ICP
        to provide information to any person, entity or group subject to and in
        accordance with Section 8.1 of the Pre-Acquisition Agreement.

4.2     Resignation as Director.  The Seller shall upon request use all 
        reasonable efforts to cause any of its associates who may be directors
        of ICP to resign effective at the time and in the manner requested by
        the Offeror following the purchase of the Seller's Shares by the Offeror
        under the Offer.

Section 5    Covenants of the Offeror

5.1     Completion of the Offer.  Subject to the terms and conditions hereof, 
        the Offeror hereby covenants to use its reasonable commercial efforts to
        successfully complete the Offer, including diligently pursuing all
        requisite regulatory approvals, subject to the limitations in Section
        10.4(b) of the Pre-Acquisition Agreement.

Section 6    Termination

6.1     Termination.  If the Option is not exercised in accordance with the 
        terms and conditions of Section 2.2, then, from and after the last date
        on which the Option is or may become exercisable pursuant to Section
        2.2, no party hereto shall have any rights or obligations hereunder and
        this Agreement shall terminate and become null and void.


        In the event of such termination of this Agreement, the Seller may
        withdraw all of the Seller's Shares deposited in accordance with the
        terms and conditions of the Offer, this Agreement shall forthwith be of
        no further force and effect and there shall be no liability on the part
        of either Seller or the Offeror, except to the extent that either such
        party is in default of its obligations herein contained.

Section 7    General

7.1     Disclosure.  Prior to the first public disclosure of the existence and
        terms and conditions of this Agreement, none of the parties hereto shall
        disclose the existence of this Agreement, or any details hereof, to any
        person other than ICP, its directors and officers, without the prior
        written consent of the other party hereto, except to the extent required
        by law including applicable securities laws. The existence and terms and
        conditions of this Agreement may be disclosed by the Offeror and ICP in
        press releases issued in connection with the execution of the Pre-
        Acquisition Agreement, in the Offer Documents and in the directors
        circular prepared by ICP.

7.2     Assignment.  The Offeror may assign all or any part of its rights and/or
        obligations under this Agreement to a wholly-owned subsidiary of the
        Parent, but, if such assignment takes place, the Offeror shall continue
        to be liable to Seller for any default in performance by the assignee.
        This Agreement shall not otherwise be assignable by any party without
        the consent of the other.

7.3     Governing Law.  This Agreement shall be governed by and construed in
        accordance with the laws of the Province of Ontario and of Canada
        applicable therein.

7.4     Survival of Representations and Warranties.  The representations and
        warranties made by the Offeror and the Seller herein shall expire
        immediately following the Closing. No investigations made by or on
        behalf of the Offeror or any of its authorized agents at any time shall
        have the effect of waiving, diminishing the scope of or otherwise
        affecting any representation, warranty or covenant made by the Seller
        herein or pursuant hereto.

7.5     Amendments.  This Agreement may not be amended except by written 
        agreement signed by the parties to this Agreement.

7.6     Specific Performance and other Equitable Rights.  Each of the parties
        recognizes and acknowledges that this Agreement is an integral part of
        the Offer, that the Offeror would not contemplate causing the Offer to
        be made unless this Agreement was executed, and that a breach by any
        party of any covenants or other commitments contained in this Agreement
        will cause the other party to sustain injury for which it would not have
        an adequate remedy at law for money damages. Therefore, each of the
        parties agrees that in the event of any such breach, the aggrieved party
        shall be entitled to the remedy of specific performance of such
        covenants or commitments and preliminary and permanent injunctive and
        other equitable relief in addition to any other remedy to which it or
        they may be entitled, at law or in equity, and the parties


        further agree to waive any requirement for the securing or posting of
        any bond in connection with the obtaining of any such injunctive or
        other equitable relief.

7.7     Expenses.  The Offeror and the Seller shall each pay its legal, 
        financial advisory and accounting costs and expenses incurred in
        connection with the preparation, execution and delivery of this
        Agreement and all documents and instruments executed or prepared
        pursuant to this Agreement and any other costs and expenses whatsoever
        and howsoever incurred, and none of such costs and expenses shall be
        borne by ICP.

7.8     Counterparts.  This Agreement may be executed in one or more 
        counterparts which together shall be deemed to constitute one valid and
        binding agreement, and delivery of the counterparts may be effected by
        means of a telecopier transmission.

7.9     Entire Agreement.  This Agreement constitutes the entire agreement and
        understanding between the parties pertaining to the subject matter of
        this Agreement.

7.10    Time.  Time shall be of the essence of this Agreement.

7.11    Notices.  Any notice, request, consent, agreement or approval which 
        may or is required to be given pursuant to this Agreement shall be in
        writing and shall be sufficiently given or made if delivered, or sent by
        telecopier, in the case of:

        (a)  The Offeror addressed as follows:
             United Technologies Corporation
             One Financial Plaza
             Hartford, CT  06101
             Attention:  Ari Bousbib

             Telecopier No.:  860-728-6355

             United Technologies Corporation
             One Financial Plaza
             Hartford, CT  06101
             Attention:  General Counsel

             Telecopier No.:  860-728-7862
        (b)  The Seller, addressed as follows:

             Snyder Capital Corporation
             3219 McKinney Avenue
             Dallas, Texas 75240
             Attn:  Richard Snyder

             Telecopier No.:  214-754-0350


     or to such other address as the relevant party may from time to time advise
     by notice in wiring given pursuant to this Section 7.11.  The date of
     receipt of any such notice, request, consent, agreement or approval shall
     be deemed to be the date of delivery or sending thereof.

                             (Intentionally Blank)


If the terms and conditions of this Agreement are acceptable to you, please so
indicate by executing and returning the enclosed copy hereof and the attached
resignation to the undersigned prior to 11:59 p.m. (Toronto time) on June 23,
1999, failing which this letter shall be null and void.

                                Yours truly,

                                TITAN ACQUISITIONS, LTD.

                                By: /s/ Ari Bousbib
                                (Acceptance on following page)


Agreed and accepted this 23rd day of June, 1999.

/s/ Robert Lloyd Snyder
Robert Lloyd Snyder
Attorney-in-Fact for Ravine Partners, Ltd.

                               POWER OF ATTORNEY

We, Richard W. Snyder and Roberta M. Snyder, both domiciliaries and residents of
Dallas County, Texas and the General Partners of Ravine Partners, Ltd., a Texas
limited partnership, do hereby appoint Robert Lloyd Snyder, also of Dallas
County, Texas as true and lawful attorney-in-fact on behalf of Ravine Partners,
Ltd. with authority to negotiate and execute on its behalf the letter agreement,
dated June 23, 1999, between Ravine Partners, Ltd. And Titan Acquisitions, Ltd.

IN WITNESS WHEREOF, we hereunto have set our hands this 23rd day of June, 1999.

                                     /s/ Richard W. Snyder
                                     Richard W. Snyder
                                     General Partner - Ravine Partners, Ltd.

                                     /s/ Roberta M. Snyder
                                     Roberta M. Snyder
                                     General Partner - Ravine Partners, Ltd.


Before me, this 23rd day of June, 1999, personally appeared Robert Lloyd Snyder,
Richard W. Snyder and Roberta M. Snyder, known to me to be the persons whose
names are subscribed to the foregoing instrument and acknowledged to me that
they executed the same for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 23rd day of June, 1999.

                                    /s/ Vicki A. Bolton
/s/ [Seal]  VICKI A. BOLTON         Notary Public in and for The State of Texas
            NOTARY PUBLIC
            State of Texas          My commission expires:  10/3/99
            Comm. Exp. 10-03-99                             -------

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