As filed with the Securities and Exchange Commission on July 18, 1997


                                                    Registration No. __________


                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
                                  __________
                                   Form S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                              __________________
                             FLANDERS CORPORATION
                (Previously known as Elite Acquisitions, Inc.)
            (Exact name of registrant as specified in its charter)


    NORTH CAROLINA                                            13-3368271
       (State of                                           (I.R.S. Employer 
    incorporation)                                      Identification Number)


                           531 Flanders Filters Road
                       Washington, North Carolina 27889
                                (919) 946-8081

         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                    ___________________________________________

              Flanders Corporation 1996 Long-Term Incentive Plan
                Flanders Corporation 1996 Director Option Plan
 1995 and 1996 Employee Stock Grants pursuant to Written Employment Agreements

                           (Full title of the plans)

                  ___________________________________________


                            WILLIAM C. GIBBS, ESQ.
                            Snell & Wilmer, L.L.P.
                         111 East Broadway, Suite 900
                          Salt Lake City, Utah  84111
                                (801) 237-1900

      (Name, address, including zip code, and telephone number, including
                       area code, of agent for service)

                   ________________________________________


        Approximate date of proposed commencement of sales:  As soon as
       practicable after this Registration Statement becomes effective.


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of Securities              Amount to be        Proposed Maximum              Proposed Maximum             Amount of 
to be Registered                Registered<F1>  Offering Price per Share<F2>  Aggregate Offering Price<F2>  Registration Fee
<C>                             <S>             <S>                           <S>                           <S>
          
Common Stock, $.001 par value:

1996 Long-Term Incentive Plan    2,000,000                $7.03                      $14,060,000               $ 4,260.61
1996 Director Option Plan          500,000                $7.03                      $ 3,515,000               $ 1,065.15
1995 and 1996 Employee
    Stock Grants                 6,300,000                $7.03                      $44,289,000               $13,420.91
                                                                                                               $18,746.67

<PAGE>

<FN>
<F1>
    This Registration Statement shall also cover any additional shares of 
common stock which become issuable under the 1996 Long-Term Incentive Plan, 
1996 Director Option Plan and 1995 and 1996 Employee Stock Grants by reason of 
any stock dividend, stock split, recapitalization or other similar transaction 
effected without the receipt of consideration which results in an increase in 
the number of the Registrant's outstanding shares of common stock.
<F2>
    Calculated solely for purposes of this offering under Rule 457(h) of the 
Securities Act of 1933, as amended, on the basis of the average of the bid and 
asked prices per share of common stock of Flanders Corporation on July 11, 
1997, as reported by the NASDAQ National Market System.
</FN>
</TABLE>


<PAGE>


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents containing the information specified in Part I, Items 1 and 
2, will be delivered to employees in accordance with Form S-8 and Rule 428 of 
the Securities Act of 1933, as amended (the "Securities Act").


                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Certain Documents by Reference

    Flanders Corporation (the "Registrant") has filed the following documents 
with the Securities and Exchange Commission (the "Commission") pursuant to the 
Securities Exchange Act of 1934 ("Exchange Act") and hereby incorporates such 
documents by reference into this Registration Statement:  (a) The Registrant's 
Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (b) The 
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 
1997; and (c) a Description of Capital Stock contained in the Registrant's 
registration statement on Form 8-A, including all amendments or reports filed 
for the purpose of updating such description. 

    All other documents and reports filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date 
of this Registration Statement and prior to the filing of a post-effective 
amendment which indicates that all securities to be offered pursuant hereto 
have been sold or which deregisters such securities then remaining unsold shall 
be deemed to be incorporated by reference in this Registration Statement and to 
be made a part hereof from the date of the filing of such reports and 
documents.  Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein or in any subsequently filed document which also is or is 
deemed to be incorporated by reference herein modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this Registration 
Statement.

Item 4.        Description of Securities

    Not applicable.

Item 5.        Interests of Named Experts and Counsel

    Not applicable.

Item 6.        Indemnification of Officers and Directors

    The law of North Carolina permits extensive indemnification of present and 
former directors, officers, employees or agents of a North Carolina company, 
whether or not authority for such indemnification is contained in the 
indemnifying company's articles of incorporation or bylaws. Specific authority 
for indemnification of present and former directors and officers, under certain 
circumstances, is contained in the Company's Bylaws.  Under North Carolina law, 
before a company can provide indemnification, the company must find that the 
director, officer, employee or agent conducted himself in good faith and in a 
manner he reasonably believed, in the case of conduct in his official capacity 
with the company, was in the best interest of the company and, in all other 
cases, was at least not opposed to the company's best interest, and, with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe his conduct was unlawful.  Statutory indemnification is permissive, 
except in the event of a successful defense, in which case, unless limited by 
the articles of incorporation, when a director, officer, employee or agent must 
be indemnified against reasonable expenses incurred by him in connection 
therewith.  Indemnification is permitted with respect to expenses, judgments, 
fines, and amounts paid in settlement by such persons.

    The Company's Bylaws provide that the Company may indemnify any person who 
was or is a party or is threatened to be made a party to any threatened, 
pending, or completed action, suit, or proceeding, whether civil, criminal, 
administrative, or investigative (other than an action by or in the right of 
the Company), by reason of the fact that he is or was a director, officer, 
employee, fiduciary or agent of the Company or is or was serving at the request 
of the Company as a director, officer, employee, fiduciary or agent of another 
corporation, partnership, joint venture, trust or other enterprise, against 
expenses (including attorneys' fees), judgments, fines, and amounts paid in 
settlement actually and reasonably incurred by him in connection with such 
action, suit, or proceeding if he acted in good faith and in a manner he 
reasonably believed to be in the best interest of the Company and, with respect 
to any criminal action or proceeding, had no reasonable cause to believe his 
conduct was unlawful.

    The Company's Bylaws also provide that a corporation may indemnify any 
director or officer of the Company who was or is a party or is threatened to be 
made a party to any proceeding by or in the right of the Company to procure a 
judgment in its favor by reason


<PAGE>


of the fact that he is or was a director, officer, employee, or agent of
the Company, or is or was serving at the request of the Company as a
director, officer, employee, fiduciary or agent of another corporation
or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action if he acted in good faith and in a manner
he reasonably believed to be in the best interests of the Company. No
indemnification shall be made in respect of any claim or matter as to
which such person has been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only
to the extent that the court in which the action is brought determines
that in view of all circumstances such person is fairly and reasonably
entitled to indemnification for expenses which the court deems proper. 

    The Company's Bylaws also provide that an authorized representative of the 
Company who neither was or is a director or officer of the Company may, to the 
extent that he is successful on the merits and defense of any action, be 
indemnified against expenses (including attorneys' fees) actually and 
reasonably incurred in connection therewith.  A determination of whether 
indemnification is proper shall be made by the Board by a majority vote of a 
quorum consisting of disinterested directors or, if such a quorum is not 
obtainable or even if obtainable a quorum of disinterested directors so 
directs, by independent legal counsel in a written opinion, or by the 
shareholders.  The Company may advance expenses (including attorneys' fees) 
upon receipt of an undertaking by or on behalf of an authorized representative 
to repay such amount unless it is determined that he is entitled to be 
indemnified.

Item 7.        Exemption from Registration

    Not applicable.

Item 8.        Exhibits

    Exhibit No.         Description

         5.1            Opinion of Snell & Wilmer, L.L.P.

        23.1            Consent of McGladrey & Pullen, L.L.P.

        23.2            Consent of Snell & Wilmer, L.L.P. (included in the
                        opinion filed as Exhibit 5.1)

        24              Power of Attorney (reference is made to page 4 of this 
                        Registration Statement)

        99.1            Flanders Corporation Long-Term Incentive Plan, filed
                        with the December 31, 1995 Form 10-K, incorporated
                        herein by reference.

        99.2            Flanders Corporation 1996 Director Option Plan, filed
                        with the December 31, 1995 Form 10-K, incorporated
                        herein by reference.

        99.3            Employment Agreement between Elite Acquisitions, Inc., 
                        Flanders Filters, Inc. and Steven K. Clark, filed with
                        the December 31, 1995 Form 10-K, incorporated herein by 
                        reference.

        99.4            Amendment to Employment Agreement between Elite
                        Acquisitions, Inc., Flanders Filters, Inc. and Steven K.
                        Clark, filed with Form S-1, filed October 21, 1996 (Reg.
                        No. 333-14655), incorporated herein by reference.

        99.5            Employment Agreement between Elite Acquisitions, Inc., 
                        Flanders Filters, Inc. and Robert Amerson, filed with
                        the December 31, 1995 Form 10-K, incorporated herein
                        by reference.

        99.6            Amendment to Employment Agreement between Elite 
                        Acquisitions, Inc., Flanders Filters, Inc. and Robert
                        R. Amerson, filed with Form S-1, filed October 21, 1996
                        (Reg. No. 333-14655), incorporated herein by reference.

        99.7            Stock Option Agreement between Elite Acquisitions, Inc.
                        and Robert R. Amerson, filed with the Form 10-K dated 
                        December 31, 1995, incorporated herein by reference.

        99.8            Stock Option Agreement between Elite Acquisitions, Inc. 
                        and Steven K. Clark, filed with the Form 10-K dated 
                        December 31, 1995, incorporated herein by reference.

        99.9            Stock Option Agreement between Flanders Corporation and 
                        Steven K. Clark dated February 22, 1996.


                                        2
<PAGE>


        99.10           Stock Option Agreement between Flanders Corporation and 
                        Robert R. Amerson dated February 22, 1996.

        99.11           Stock Option Agreement between Flanders Corporation and 
                        Steven K. Clark dated June 3, 1996.

        99.12           Stock Option Agreement between Flanders Corporation and 
                        Robert R. Amerson dated June 3, 1996.

Item 9.        Undertakings

    The undersigned Registrant hereby undertakes:

    1.  To file, during any period in which offers or sales are being made, a 
        post-effective amendment to this Registration Statement:

        (a)     To include any prospectus required by Section 10(a)(3) of the 
                Securities Act;

        (b)     To reflect in the prospectus any facts or events arising after 
                the effective date of the Registration Statement (or the most 
                recent post-effective amendment thereof) which, individually or 
                in the aggregate, represent a fundamental change in the 
                information set forth in this Registration Statement;

        (c)    To include any material information with respect to the plan 
                of distribution not previously disclosed in this Registration 
                Statement or any material change to such information in this 
                Registration Statement.

    Provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if 
the registration statement is on Form S-3 or Form S-8, and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the Registrant pursuant to Section 13 or 
Section 15(d) of the Exchange Act that are incorporated by reference in this 
Registration Statement.

    2.  That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

    3.  To remove from registration by means of a post-effective amendment any 
of the securities being registered which remain unsold at the termination of 
the offering.

    4.  If the registrant is a foreign private issuer, to file a post-
effective amendment to this Registration Statement to include any financial 
statements required by Rule 3-19 of Regulation S-X at the start of any delayed 
offering or throughout a continuous offering.

    5.   For purposes of determining any liability under the Securities Act, 
each filing of the Registrant's annual report pursuant to Section 13(a) or 
15(d) of the Exchange Act (and, where applicable, each filing of an employee 
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 
that is incorporated by reference in the Registration Statement shall be deemed 
to be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

    6.  Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers, and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Securities Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the 
Securities Act and will be governed by the final adjudication of such issue.


                                        3

<PAGE>


                                  SIGNATURES

    Pursuant to the requirements of the Securities Act, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Washington, State of North Carolina, on the 18th day 
of July, 1997.

                                        FLANDERS CORPORATION



                                        By: /s/ Robert R. Amerson
                                        Robert R. Amerson
                                        Chief Executive Officer

    KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature 
appears below constitutes and appoints Steven K. Clark, his attorney-in-fact, 
to sign any documents to this Registration Statement (including post-effective 
amendments), and to file the same, with all exhibits thereto, and other 
documents in connection therewith, with the Commission, hereby ratifying and 
confirming all the said attorney-in-fact may lawfully do or cause to be done by 
virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration 
Statement has been signed by the following persons in the capacities and on the 
dates indicated.


    Signature                       Title                              Date


/s/ Robert R. Amerson               President, Chief 
_____________________________       Executive Officer              July 18, 1997
    Robert R. Amerson


/s/ Steven K. Clark                 Chief Financial Officer and
_____________________________       Chief Accounting Officer       July 18, 1997
    Steven K. Clark


/s/ Thomas T. Allan          
_____________________________       Chairman of the Board          July 18, 1997
    Thomas T. Allan


/s/ Gustavo Hernandez               Director, Vice President       July 18, 1997
_____________________________       of Operations
    Gustavo Hernandez        


/s/ William M. Claytor
_____________________________       Director                       July 18, 1997
    William M. Claytor




/s/ William H. Clark   
_____________________________       Director                       July 18, 1997
    William H. Clark



/s/ Steven K. Clark
_____________________________                                      July 18, 1997
    Steven K. Clark
    Attorney-in-fact


<PAGE>


                                  EXHIBIT 5.1

                       OPINION OF SNELL & WILMER, L.L.P.



<PAGE>

[Snell & Wilmer, L.L.P. Letterhead]

                                        July 18, 1997



FLANDERS CORPORATION
531 Flanders Filters Road
Washington, NC 27889

Ladies and Gentlemen:

        Reference is made to your proposed registration and offering of 
8,800,000 shares of common stock of Flanders Corporation, as contemplated by 
the Registration Statement (the "Registration Statement") on Form S-8 filed by 
you on July 18, 1997, with the Securities and Exchange Commission under the 
Securities Act of 1933, as amended.

        We have examined originals or copies, certified or otherwise 
identified to our satisfaction, of such corporate records, agreements, and 
other instruments, certificates, orders, opinions, correspondence with public 
officials, certificates provided by your officers and representatives, and 
other documents, as we have deemed necessary or advisable for the purposes of 
rendering the opinions set forth herein.

        Based on the foregoing, it is our opinion that after the Registration 
Statement shall have become effective and the shares shall have been issued and 
delivered as described therein, such shares of common stock will be validly 
issued, fully paid and non-assessable.

        Consent is hereby given to the use of this opinion as part of the 
Registration Statement referred to above and to the use of our name wherever it 
appears in said Registration Statement and the related prospectus.



                                    Very truly yours,

                                    SNELL & WILMER, L.L.P.


<PAGE>


                                 EXHIBIT 23.1

                     CONSENT OF MCGLADREY & PULLEN, L.L.P.

<PAGE>

                        [McGladrey & Pullen Letterhead]


                         INDEPENDENT AUDITOR'S CONSENT


To the Board of Directors
Flanders Corporation
Washington, North Carolina

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and in the related Prospectus, of our report, dated
February 7, 1997, except for the second paragraph of Note 8 and the first
paragraph of Note 23 as to which the date is March 10, 1997, relating to the
consolidated financial statements of Flanders Corporation and subsidiaries and
to our report dated February 7, 1997, relating to the financial statement
schedules, included in the Annual Report on Form 10-K for the year ended
December 31, 1996.  We also consent to the reference to our Firm under the
caption "Experts" in the Registration Statement.




                    /s/ McGladrey & Pullen, LLP
New Bern, North Carolina
July 18, 1997



901 College Court                                                   Worldwide
P.O. Box 15409                                                        Service
New Bern, North Carolina  28561-5409                                  Through
(919) 637-5154 FAX (919) 637-5383                           RSM International


<PAGE>


                                 EXHIBIT 23.2

                           CONSENT OF SNELL & WILMER
                (Included in the opinion filed as Exhibit 5.1)


<PAGE>


                                  EXHIBIT 24

                               POWER OF ATTORNEY
         (reference is made to page 4 of this Registration Statement)


<PAGE>


                                 EXHIBIT 99.9

                            STOCK OPTION AGREEMENT
               between Flanders Corporation and Steven K. Clark
                            dated February 22, 1996


<PAGE>


Neither this Option nor the Common Stock to be issued upon exercise
hereof, has been registered under the Securities Act of 1993, as amended
(the "Act"), or qualified under any state securities law (the "Law"),
and this Option has been, and the Common Stock to be issued upon
exercise hereof will be, acquired for investment and not with a view to,
or for resale in connection with, any distribution thereof. No such sale
or other disposition may be made without an effective registration
statement under the Act and qualification under the law related thereto
or an opinion of counsel reasonably satisfactory to Flanders Corporation
and its counsel, that said registration and qualifications are not
required under the Act and Law, respectively.


                             FLANDERS CORPORATION

                            STOCK OPTION AGREEMENT


     This stock option (the "Option" or the "Agreement") is being granted 
pursuant to certain resolutions of the Board of Directors of Flanders 
Corporation, dated February 22, 1996.

I.      NOTICE OF STOCK OPTION GRANT

        Optionee:
        Steven K. Clark

     You have been granted an option to purchase Common Stock of  Flanders 
Corporation (the "Company").  This Option shall be subject to the following 
terms and conditions:

        Date of Grant:                          February 22, 1996
        Exercise Price Per Share:               $  2.50
        Number of Shares:                       1,000,000
        Type of Option:                         Non-Qualified
        Expiration Date:                        February 22, 2001
        Vesting Schedule:

        This Option shall vest only upon the Company reaching the following 
financial objectives:

    (a)    The acquisition by the Company of Charcoal Services Corporation 
and Tri Dim Filter Corporation or companies of equivalent size, assets and 
revenues; or


<PAGE>


    (b)    The Company achieving $75,000,000 of annual revenues as 
determined by the Company's accountants.


II.    AGREEMENT

1.    GRANT OF OPTION.  The Company hereby grants to the Optionee named in 
the Notice of Stock Option Grant in Section I of this Agreement, an option 
(the "Option") to purchase the number of shares ("Shares") as set forth in 
Section 1, at the exercise price per share set forth in Section I (the 
"Exercise Price"), subject to the terms and conditions set forth herein.

2.    EXERCISE OF OPTION.

    (a)    Right to Exercise.  This Option is exercisable during its term 
in accordance with the Vesting Schedule set forth in Section 1 and the 
applicable  provisions  of  this Option Agreement.  In the event of 
Optionee's death, disability or other termination of Optionee's employment 
or consulting relationship, the exercisability of the Option is governed by 
the applicable provisions of this Option Agreement.

    (b)    Method of Exercise.  This Option is exercisable by delivery of 
an exercise notice, in the form attached as Exhibit A (the "Exercise 
Notice"), which shall state the election to exercise the Option, the number 
of Shares in respect of which the Option is being exercised (the "Exercised 
Shares"), and such other representations and agreements as may be required 
by the Company.  The Exercise Notice shall be signed by the Optionee and 
shall be delivered in person or by certified mail to the Secretary of the 
Company.  The Exercise Notice shall be accompanied, if applicable, by 
payment of the aggregate Exercise Price as to all Exercised Shares.  This 
Option shall be deemed to be exercised upon receipt by the Company of such 
fully executed Exercise Notice accompanied by any applicable aggregate 
Exercise Price.

3.    METHOD OF PAYMENT.  Payment of the aggregate Exercise Price shall be 
by any of the following, or a combination thereof, at the election of the 
Optionee:

    (a)    Cash;

    (b)    Check;

    (c)    In lieu of exercising this Option by delivery of cash or check, 
the Optionee may make a valid Option exercise by electing to receive shares 
equal to the value of this Option (or the portion thereof being canceled) 
by surrendering this Option at the principal office of the Company together 
with the Exercise Notice (a "Net Exercise"), in which event the Company 
shall transfer to the Optionee a number of Shares computed using the 
following formula:


                                        2

<PAGE>


             Y (A-B)
        X = ---------
                A

Where   X   =   the number of Option Shares to be issued to such Optionee.

        Y   =   the number of Option Shares purchasable by such Optionee 
                under this Option Agreement the rights to which are 
                surrendered pursuant to the Net Exercise.

        A   =   the Fair Market Value of one Option Share (as determined by 
                the average bid and ask price per share of Company Stock as 
                quoted on the OTC Bulletin Board or other national exchange 
                upon which the Company's stock is quoted). 

        B   =   the Exercise Price (as adjusted to the date of such 
                calculation).

4.    REGISTRATION UNDER THE SECURITIES ACT.  

    (a)     Piggy-Back Rights.  If at any time the Company shall propose 
to file with the Securities and Exchange Commission (the "Commission") on 
behalf of the Company or any other stockholder a registration statement 
under the Securities Act, with respect to any class of security (as defined 
in Section 3(a)(10) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act")), other than a registration statement approved by the Board 
of Directors on Form S-4 or S-8, or such amended or alternative form for 
Form S-4 or S-8 as the Commission may from time to time require, the 
Company shall in each case timely notify the Optionee and include in such 
registration statement any or all of the Option Shares as the Optionee may 
request within twenty (20) days after the Company's giving of such notice, 
subject to the conditions set forth herein.  

    (b)    Demand Rights.  Provided that the Company is eligible to file a 
registration statement on Form S-3, if at any time after the date of this 
Agreement the Company shall receive from the Optionee a written request 
that the Company effect a registration on Form S-3 to permit the sale or 
disposition of the Shares, the Company shall file a registration statement 
on Form S-3 as expeditiously as possible covering the Shares.

    (c)    Duties of Company.  In connection with the preparation and 
filing of a registration statement, the Company agrees to (i) use its best 
efforts to cause such registration statement to become and remain 
effective; (ii) furnish to the Optionee such number of copies of a 
prospectus, including a preliminary prospectus, in conformity with the 
requirements of the Securities Act, and such other documents as Optionee 
may reasonably request in order to facilitate the disposition of the 
Shares; and (iii) use its best


                                        3

<PAGE>


efforts to register and qualify the shares in such jurisdictions as
shall be identified by the Optionee for the distribution of the
securities covered by the registration statement.

    (d)    Indemnification by Optionee.  To the extent permitted by law, 
Optionee will indemnify and hold harmless the Company, and its directors, 
officers, employees, agents and representatives, as well as its controlling 
persons (within the meaning of the Securities Act) against any losses, 
claims, damages, liabilities, or expenses, including without limitation, 
attorneys' fees and disbursements, which arise out of or are based upon any 
violation by Optionee of the Securities Act, or any rule or regulation 
promulgated thereunder applicable to Optionee or arise out of or are based 
upon any untrue statement of any material fact contained in the 
registration statement, or arise out of or are based upon the omission or 
alleged omission to state therein a material fact required to be stated 
therein or necessary to make the statements therein not misleading, but 
only to the extent that such untrue statement or alleged untrue statement 
or omission, or alleged omission was made in such registration statement in 
reliance upon and in conformity with information furnished by Optionee in 
writing expressly for use in connection with such registration statement.

    (e)    Indemnification by Company.  To the extent permitted by law, 
the Company will indemnify and hold harmless Optionee against any losses, 
claims, damages, liabilities, or expenses, including without limitation 
attorneys' fees and disbursements, to which Optionee may become subject 
under the Securities Act to the extent that such losses, claims, damages or 
liabilities arise out of or are based upon any violation by the Company of 
the Securities Act, or any rule or regulation promulgated thereunder 
applicable to the Company, or arise out of or are based upon any untrue or 
alleged untrue statement of any material fact contained in the registration 
statement, or arise out of or are based upon the omission or alleged 
omission to state therein a material fact required to be stated therein or 
necessary to make the statements therein not misleading, or arise out of 
any violation by the Company of any rule or regulation promulgated under 
the Securities Act applicable to the Company and relating to action or 
inaction required of the Company in connection with such registration 
statement; provided, however, that the indemnity agreement contained in 
this paragraph shall not apply to any loss, damage or liability to the 
extent that same arises out of or is based upon an untrue statement or 
omission made in connection with such registration statement in reliance 
upon and in conformity with information furnished in writing expressly for 
use in connection with such registration statement by Optionee.

    (f)    Undertaking by Optionee.  Optionee undertakes to comply with 
all applicable laws governing the distribution of securities in connection 
with Optionee's sale of the Shares, and to notify the Company of any 
changes in Optionee's plan of distribution so that the Company can sticker 
or amend the registration statement as the Company deems appropriate in its 
sole discretion. 


                                        4

<PAGE>


5.    NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in 
any manner other than by will or by the laws of descent or distribution and 
may be exercised during the lifetime of Optionee only by the Optionee.  The 
terms of this Option Agreement shall be binding upon the executors, 
administrators, heirs, successors and assigns of the Optionee.

6.    TERM OF OPTION.  This Option shall be exercised within five (5) years 
from the date hereof, and may be exercised during such term only in 
accordance with the terms of this Option Agreement. 

7.    TERMINATION OF OPTION.  The Option shall terminate under the 
following circumstances:

    (a)    The Option shall terminate on the Expiration Date;

    (b)    The Option shall terminate three months after the Optionee's 
termination of employment;

    (c)    If the Optionee dies before the Option terminates pursuant to 
paragraph 6(a) or 6(b), above, the Option shall terminate on the earlier of 
(i) the date on which the Option would have lapsed had the Optionee lived 
and had his employment status (i.e., whether the Participant was employed 
by the Company on the date of his death or had previously terminated 
employment) remained unchanged; or (ii) 15 months after the date of the 
Optionee's death.  Upon the Optionee's death, any exercisable Options may 
be exercised by the Optionee's legal representative or representatives, by 
the person or persons entitled to do so under the Optionee's last will and 
testament, or, if the Optionee shall fail to make testamentary disposition 
of the Option or shall die intestate, by the person or persons entitled to 
receive said Option under the applicable laws of descent and distribution.

8.    DILUTION PROTECTION.


    (a)    In the event the Company shall (i) declare a dividend on its 
Common Stock in shares of Common Stock or make a distribution in shares of 
Common Stock, (ii) declare a stock split or reverse stock split of its 
outstanding shares of Common Stock, (iii) combine its outstanding shares of 
Common Stock into a smaller number of shares of Common Stock or (iv) issue 
by reclassification of its shares of Common Stock other securities 
(including any such reclassification in connection with a consolidation or 
merger in which the Company or any of  its subsidiaries is the continuing 
corporation), then the number of shares of Common Stock of the Company, 
deliverable to Optionee hereunder and the Exercise Price related thereto 
shall be adjusted so that the Optionee shall be entitled to receive the 
kind and number of shares of Common Stock of the Company which the Optionee 
has the right to receive, upon the happening of any of the


                                        5

<PAGE>


events described above, with respect to the shares of the Company Stock
which were otherwise deliverable pursuant hereto. An adjustment made
pursuant to this paragraph shall become effective immediately after the
effective date of such event;

    (b)    Whenever the number of Shares or the Exercise Price of this 
Option is adjusted pursuant to this paragraph, the Company shall promptly 
mail by first class mail, postage prepaid, to Optionee, notice of such 
adjustment or adjustments.

9.    AVAILABILITY OF COMPANY STOCK.  The Company hereby agrees and 
covenants that at all times during the Exercise Period it shall reserve for 
issuance a sufficient number of shares of Common Stock as would be required 
upon full exercise of the rights represented by this Agreement.

10.    NO RIGHT TO EMPLOYMENT.  Nothing in this Agreement shall interfere 
with or limit in any way the right of the Company to terminate the 
Optionee's employment at any time, nor confer upon the Optionee any right 
to continue in the employ of the Company or any Subsidiary.

11.    TAX CONSEQUENCES.  Some of the federal tax consequences relating to 
this Option, as of the date of this Option, are set forth below.  THIS 
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE 
SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE 
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

    (a)    Exercising the Option.  The Optionee may incur regular federal 
income tax liability upon exercise of the Option.  The Optionee will be 
treated as having received compensation income (taxable at ordinary income 
tax rates) equal to the excess, if any, of the Fair Market Value of the 
Exercised Shares on the date of exercise over their aggregate Exercise 
Price.  If the Optionee is an Employee, the Company will be required to 
withhold from his or her compensation or collect from Optionee and pay to 
the applicable taxing authorities an amount equal to a percentage of this 
compensation income at the time of exercise.

    (b)    Disposition of Shares.  If the Optionee holds Shares for at 
least one year, any gain realized on disposition of the Shares will be 
treated as long-term capital gain for federal income tax purposes.

12.    GOVERNING LAW.  This Agreement is governed by the laws of the State 
of North Carolina.

    IN WITNESS WHEREOF, this Agreement is executed this 22nd day of February, 
1996.


                                        6

<PAGE>


                                        FLANDERS CORPORATION 

                                              /s/ Robert R. Amerson
                                        By: ___________________________________

                                        OPTIONEE: 

                                              /s/ Steven K. Clark
                                        By: ___________________________________



                                        7

<PAGE>


                                   EXHIBIT A

                             FLANDERS CORPORATION

                                EXERCISE NOTICE

Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina  27889 


    1.    EXERCISE OF OPTION.  Effective as of today, __________________, 
199__, the undersigned ("Purchaser") hereby elects to purchase ____ shares (the 
"Shares")  of the Common Stock of Flanders Corporation (the "Company") under and
pursuant to the Stock Option Agreement dated February 22, 1996 (the "Option 
Agreement").  The purchase price for the Shares shall be as set forth in the 
Option Agreement, as adjusted.

    2.    DELIVERY OF PAYMENT.  Purchaser herewith delivers to the Company the 
full purchase price for the Shares (either in cash, check or through a Net 
Exercise as defined in the Option Agreement).

    3.    REPRESENTATIONS OF PURCHASER.  Purchaser acknowledges that Purchaser 
has received, read and understood the Option Agreement and agrees to abide by 
and be bound by its terms and conditions.

    4.    RIGHTS AS SHAREHOLDER.  Until the issuance (as evidenced by the 
appropriate entry on the books of the Company or of a duty authorized transfer 
agent of the Company) of the stock certificate evidencing such Shares, no right 
to vote or receive dividends or any other rights as a shareholder shall exist 
with respect to the Optioned Stock, notwithstanding the exercise of the Option. 
A share certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option.

    5.    TAX CONSULTATION.  Purchaser understands that Purchaser may suffer 
adverse tax consequences as a result of Purchaser's purchase or disposition of 
the Shares.  Purchaser represents that Purchaser has consulted with any tax 
consultants Purchaser deems advisable in connection with the purchase or 
disposition of the Shares and that Purchaser is not relying on the Company for 
any tax advice.

    6.    ENTIRE AGREEMENT.  The Option Agreement is incorporated herein by 
reference.  This Exercise Notice and the Option Agreement constitute the entire 
agreement of the parties and supersede in their entirety all prior undertakings 
and agreements of the Company and Optionee with respect to the subject matter 
hereof.


<PAGE>


Submitted by:                               Accepted By:

OPTIONEE:                                   FLANDERS CORPORATION


________________________________        By: ____________________________
Signature    


________________________________        Its: _____________________________
Print Name


Address:


________________________________


<PAGE>


                                 EXHIBIT 99.10

                            STOCK OPTION AGREEMENT
              between Flanders Corporation and Robert R. Amerson
                            dated February 22, 1996

<PAGE>


Neither this Option nor the Common Stock to be issued upon exercise
hereof, has been registered under the Securities Act of 1993, as amended
(the "Act"), or qualified under any state securities law (the "Law"),
and this Option has been, and the Common Stock to be issued upon
exercise hereof will be, acquired for investment and not with a view to,
or for resale in connection with, any distribution thereof. No such sale
or other disposition may be made without an effective registration
statement under the Act and qualification under the law related thereto
or an opinion of counsel reasonably satisfactory to Flanders Corporation
and its counsel, that said registration and qualifications are not
required under the Act and Law, respectively.

                             FLANDERS CORPORATION

                            STOCK OPTION AGREEMENT


     This stock option (the "Option" or the "Agreement") is being granted 
pursuant to certain resolutions of the Board of Directors of Flanders 
Corporation, dated February 22, 1996.

I.    NOTICE OF STOCK OPTION GRANT

    Optionee:
    Robert R. Amerson

     You have been granted an option to purchase Common Stock of  Flanders 
Corporation (the "Company").  This Option shall be subject to the following 
terms and conditions:

    Date of Grant:                  February 22, 1996
    Exercise Price Per Share:       $  2.50
    Number of Shares:               1,000,000
    Type of Option:                 Non-Qualified
    Expiration Date:                February 22, 2001
    Vesting Schedule:

     This Option shall vest only upon the Company reaching the following 
financial objectives:

    (a)    The acquisition by the Company of Charcoal Services Corporation 
and Tri Dim Filter Corporation or companies of equivalent size, assets and 
revenues; or


    (b)    The Company achieving $75,000,000 of annual revenues as 
determined by the Company's accountants.

II. AGREEMENT

1.  GRANT OF OPTION.  The Company hereby grants to the Optionee named in 
the Notice of Stock Option Grant in Section I of this Agreement, an option 
(the "Option") to purchase the number of shares ("Shares") as set forth in 
Section 1, at the exercise price per share set forth in Section I (the 
"Exercise Price"), subject to the terms and conditions set forth herein.

2.  EXERCISE OF OPTION.

    (a)    Right to Exercise.  This Option is exercisable during its term 
in accordance with the Vesting Schedule set forth in Section 1 and the 
applicable  provisions  of  this Option Agreement.  In the event of 
Optionee's death, disability or other termination of Optionee's employment 
or consulting relationship, the exercisability of the Option is governed by 
the applicable provisions of this Option Agreement.

    (b)    Method of Exercise.  This Option is exercisable by delivery of 
an exercise notice, in the form attached as Exhibit A (the "Exercise 
Notice"), which shall state the election to exercise the Option, the number 
of Shares in respect of which the Option is being exercised (the "Exercised 
Shares"), and such other representations and agreements as may be required 
by the Company.  The Exercise Notice shall be signed by the Optionee and 
shall be delivered in person or by certified mail to the Secretary of the 
Company.  The Exercise Notice shall be accompanied, if applicable, by 
payment of the aggregate Exercise Price as to all Exercised Shares.  This 
Option shall be deemed to be exercised upon receipt by the Company of such 
fully executed Exercise Notice accompanied by any applicable aggregate 
Exercise Price.

3.  METHOD OF PAYMENT.  Payment of the aggregate Exercise Price shall be 
by any of the following, or a combination thereof, at the election of the 
Optionee:

    (a)    Cash;

    (b)    Check;

    (c)    In lieu of exercising this Option by delivery of cash or check, 
the Optionee may make a valid Option exercise by electing to receive shares 
equal to the value of this Option (or the portion thereof being canceled) 
by surrendering this Option at the principal office of the Company together 
with the Exercise Notice (a "Net Exercise"), in which event the Company 
shall transfer to the Optionee a number of Shares computed using the 
following formula:


                                       2

<PAGE>

             Y (A-B)
        X = ---------
                A

Where   X   =   the number of Option Shares to be issued to such Optionee.

        Y   =   the number of Option Shares purchasable by such Optionee 
                under this Option Agreement the rights to which are 
                surrendered pursuant to the Net Exercise.

        A   =   the Fair Market Value of one Option Share (as determined by 
                the average bid and ask price per share of Company Stock as 
                quoted on the OTC Bulletin Board or other national exchange 
                upon which the Company's stock is quoted). 

        B   =   the Exercise Price (as adjusted to the date of such 
                calculation).

4.  REGISTRATION UNDER THE SECURITIES ACT.  

    (a)     Piggy-Back Rights.  If at any time the Company shall propose 
to file with the Securities and Exchange Commission (the "Commission") on 
behalf of the Company or any other stockholder a registration statement 
under the Securities Act, with respect to any class of security (as defined 
in Section 3(a)(10) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act")), other than a registration statement approved by the Board 
of Directors on Form S-4 or S-8, or such amended or alternative form for 
Form S-4 or S-8 as the Commission may from time to time require, the 
Company shall in each case timely notify the Optionee and include in such 
registration statement any or all of the Option Shares as the Optionee may 
request within twenty (20) days after the Company's giving of such notice, 
subject to the conditions set forth herein.  

    (b)    Demand Rights.  Provided that the Company is eligible to file a 
registration statement on Form S-3, if at any time after the date of this 
Agreement the Company shall receive from the Optionee a written request 
that the Company effect a registration on Form S-3 to permit the sale or 
disposition of the Shares, the Company shall file a registration statement 
on Form S-3 as expeditiously as possible covering the Shares.
 
    (c)    Duties of Company.  In connection with the preparation and 
filing of a registration statement, the Company agrees to (i) use its best 
efforts to cause such registration statement to become and remain 
effective; (ii) furnish to the Optionee such number of copies of a 
prospectus, including a preliminary prospectus, in conformity with the 
requirements of the Securities Act, and such other documents as Optionee 
may reasonably request in order to facilitate the disposition of the 
Shares; and (iii) use its best


                                        3

<PAGE>


efforts to register and qualify the shares in such jurisdictions as shall be
identified by the Optionee for the distribution of the securities covered by the
registration statement.

    (d)    Indemnification by Optionee.  To the extent permitted by law, 
Optionee will indemnify and hold harmless the Company, and its directors, 
officers, employees, agents and representatives, as well as its controlling 
persons (within the meaning of the Securities Act) against any losses, 
claims, damages, liabilities, or expenses, including without limitation, 
attorneys' fees and disbursements, which arise out of or are based upon any 
violation by Optionee of the Securities Act, or any rule or regulation 
promulgated thereunder applicable to Optionee or arise out of or are based 
upon any untrue statement of any material fact contained in the 
registration statement, or arise out of or are based upon the omission or 
alleged omission to state therein a material fact required to be stated 
therein or necessary to make the statements therein not misleading, but 
only to the extent that such untrue statement or alleged untrue statement 
or omission, or alleged omission was made in such registration statement in 
reliance upon and in conformity with information furnished by Optionee in 
writing expressly for use in connection with such registration statement.

    (e)    Indemnification by Company.  To the extent permitted by law, 
the Company will indemnify and hold harmless Optionee against any losses, 
claims, damages, liabilities, or expenses, including without limitation 
attorneys' fees and disbursements, to which Optionee may become subject 
under the Securities Act to the extent that such losses, claims, damages or 
liabilities arise out of or are based upon any violation by the Company of 
the Securities Act, or any rule or regulation promulgated thereunder 
applicable to the Company, or arise out of or are based upon any untrue or 
alleged untrue statement of any material fact contained in the registration 
statement, or arise out of or are based upon the omission or alleged 
omission to state therein a material fact required to be stated therein or 
necessary to make the statements therein not misleading, or arise out of 
any violation by the Company of any rule or regulation promulgated under 
the Securities Act applicable to the Company and relating to action or 
inaction required of the Company in connection with such registration 
statement; provided, however, that the indemnity agreement contained in 
this paragraph shall not apply to any loss, damage or liability to the 
extent that same arises out of or is based upon an untrue statement or 
omission made in connection with such registration statement in reliance 
upon and in conformity with information furnished in writing expressly for 
use in connection with such registration statement by Optionee.

    (f)    Undertaking by Optionee.  Optionee undertakes to comply with 
all applicable laws governing the distribution of securities in connection 
with Optionee's sale of the Shares, and to notify the Company of any 
changes in Optionee's plan of distribution so that the Company can sticker 
or amend the registration statement as the Company deems appropriate in its 
sole discretion. 


                                        4
<PAGE>


5.  NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in 
any manner other than by will or by the laws of descent or distribution and 
may be exercised during the lifetime of Optionee only by the Optionee.  The 
terms of this Option Agreement shall be binding upon the executors, 
administrators, heirs, successors and assigns of the Optionee.

6.  TERM OF OPTION.  This Option shall be exercised within five (5) years 
from the date hereof, and may be exercised during such term only in 
accordance with the terms of this Option Agreement. 

7.  TERMINATION OF OPTION.  The Option shall terminate under the 
following circumstances:

    (a)    The Option shall terminate on the Expiration Date;

    (b)    The Option shall terminate three months after the Optionee's 
termination of employment;

    (c)    If the Optionee dies before the Option terminates pursuant to 
paragraph 6(a) or 6(b), above, the Option shall terminate on the earlier of 
(i) the date on which the Option would have lapsed had the Optionee lived 
and had his employment status (i.e., whether the Participant was employed 
by the Company on the date of his death or had previously terminated 
employment) remained unchanged; or (ii) 15 months after the date of the 
Optionee's death.  Upon the Optionee's death, any exercisable Options may 
be exercised by the Optionee's legal representative or representatives, by 
the person or persons entitled to do so under the Optionee's last will and 
testament, or, if the Optionee shall fail to make testamentary disposition 
of the Option or shall die intestate, by the person or persons entitled to 
receive said Option under the applicable laws of descent and distribution.

8.  DILUTION PROTECTION.

    (a)    In the event the Company shall (i) declare a dividend on its 
Common Stock in shares of Common Stock or make a distribution in shares of 
Common Stock, (ii) declare a stock split or reverse stock split of its 
outstanding shares of Common Stock, (iii) combine its outstanding shares of 
Common Stock into a smaller number of shares of Common Stock or (iv) issue 
by reclassification of its shares of Common Stock other securities 
(including any such reclassification in connection with a consolidation or 
merger in which the Company or any of  its subsidiaries is the continuing 
corporation), then the number of shares of Common Stock of the Company, 
deliverable to Optionee hereunder and the Exercise Price related thereto 
shall be adjusted so that the Optionee shall be entitled to receive the 
kind and number of shares of Common Stock of the Company which the Optionee 
has the right to receive, upon the happening of any of the


                                        5
<PAGE>


events described above, with respect to the shares of the Company Stock which
were otherwise deliverable pursuant hereto. An adjustment made pursuant to this
paragraph shall become effective immediately after the effective date of such
event;

    (b)    Whenever the number of Shares or the Exercise Price of this 
Option is adjusted pursuant to this paragraph, the Company shall promptly 
mail by first class mail, postage prepaid, to Optionee, notice of such 
adjustment or adjustments.

9.  AVAILABILITY OF COMPANY STOCK.  The Company hereby agrees and 
covenants that at all times during the Exercise Period it shall reserve for 
issuance a sufficient number of shares of Common Stock as would be required 
upon full exercise of the rights represented by this Agreement.

10. NO RIGHT TO EMPLOYMENT.  Nothing in this Agreement shall interfere 
with or limit in any way the right of the Company to terminate the 
Optionee's employment at any time, nor confer upon the Optionee any right 
to continue in the employ of the Company or any Subsidiary.

11. TAX CONSEQUENCES.  Some of the federal tax consequences relating to 
this Option, as of the date of this Option, are set forth below.  THIS 
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE 
SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE 
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

    (a)    Exercising the Option.  The Optionee may incur regular federal 
income tax liability upon exercise of the Option.  The Optionee will be 
treated as having received compensation income (taxable at ordinary income 
tax rates) equal to the excess, if any, of the Fair Market Value of the 
Exercised Shares on the date of exercise over their aggregate Exercise 
Price.  If the Optionee is an Employee, the Company will be required to 
withhold from his or her compensation or collect from Optionee and pay to 
the applicable taxing authorities an amount equal to a percentage of this 
compensation income at the time of exercise.

    (b)    Disposition of Shares.  If the Optionee holds Shares for at 
least one year, any gain realized on disposition of the Shares will be 
treated as long-term capital gain for federal income tax purposes.

12. GOVERNING LAW.  This Agreement is governed by the laws of the State 
of North Carolina.


                                        6
<PAGE>


    IN WITNESS WHEREOF, this Agreement is executed this 22nd day of February, 
1996.



                                        FLANDERS CORPORATION 

                                              /s/ Steven K. Clark
                                        By: ___________________________________ 

                                        OPTIONEE: 

                                              /s/ Robert R. Amerson
                                        By: ___________________________________



                                        7


<PAGE>


                                   EXHIBIT A

                             FLANDERS CORPORATION

                                EXERCISE NOTICE


Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina  27889 


    1.    EXERCISE OF OPTION.  Effective as of today, __________________, 
199__, the undersigned ("Purchaser") hereby elects to purchase _________ shares 
(the "Shares")  of the Common Stock of Flanders Corporation (the "Company") 
under and pursuant to the Stock Option Agreement dated February 22, 1996 (the 
"Option Agreement").  The purchase price for the Shares shall be as set forth in
the Option Agreement, as adjusted.

    2.    DELIVERY OF PAYMENT.  Purchaser herewith delivers to the Company the 
full purchase price for the Shares (either in cash, check or through a Net 
Exercise as defined in the Option Agreement).

    3.    REPRESENTATIONS OF PURCHASER.  Purchaser acknowledges that Purchaser 
has received, read and understood the Option Agreement and agrees to abide by 
and be bound by its terms and conditions.

    4.    RIGHTS AS SHAREHOLDER.  Until the issuance (as evidenced by the 
appropriate entry on the books of the Company or of a duty authorized transfer 
agent of the Company) of the stock certificate evidencing such Shares, no right 
to vote or receive dividends or any other rights as a shareholder shall exist 
with respect to the Optioned Stock, notwithstanding the exercise of the Option. 
A share certificate for the number of Shares so acquired shall be issued to the 
Optionee as soon as practicable after exercise of the Option.

    5.    TAX CONSULTATION.  Purchaser understands that Purchaser may suffer 
adverse tax consequences as a result of Purchaser's purchase or disposition of 
the Shares.  Purchaser represents that Purchaser has consulted with any tax 
consultants Purchaser deems advisable in connection with the purchase or 
disposition of the Shares and that Purchaser is not relying on the Company for 
any tax advice.

    6.    ENTIRE AGREEMENT.  The Option Agreement is incorporated herein by 
reference.  This Exercise Notice and the Option Agreement constitute the entire 
agreement of the parties and supersede in their entirety all prior undertakings 
and agreements of the Company and Optionee with respect to the subject matter 
hereof.


<PAGE>


Submitted by:                           Accepted By:

OPTIONEE:                               FLANDERS CORPORATION


________________________________        By: ____________________________
Signature    


________________________________        Its: _____________________________
Print Name


Address:


________________________________


<PAGE>


                                 EXHIBIT 99.11

                            STOCK OPTION AGREEMENT
               between Flanders Corporation and Steven K. Clark
                              dated June 3, 1996



<PAGE>


Neither this Option nor the Common Stock to be issued upon exercise hereof, has
been registered under the Securities Act of 1993, as amended (the "Act"), or
qualified under any state securities law (the "Law"), and this Option has been,
and the Common Stock to be issued upon exercise hereof will be, acquired for
investment and not with a view to, or for resale in connection with, any
distribution thereof. No such sale or other disposition may be made without an
effective registration statement under the Act and qualification under the law
related thereto or an opinion of counsel reasonably satisfactory to Flanders
Corporation and its counsel, that said registration and qualifications are not
required under the Act and Law, respectively.


                             FLANDERS CORPORATION

                            STOCK OPTION AGREEMENT


     This stock option (the "Option" or the "Agreement") is being granted 
pursuant to certain resolutions of the Board of Directors of Flanders 
Corporation, dated June 3, 1996.

I.   NOTICE OF STOCK OPTION GRANT

    Optionee:
    Steven K. Clark  

    You have been granted an option to purchase Common Stock of  Flanders 
Corporation (the "Company").  This Option shall be subject to the following 
terms and conditions:

    Date of Grant:                  June 3, 1996
    Exercise Price Per Share:       $ 7.50
    Number of Shares:               1,000,000
    Type of Option:                 Non-Qualified
    Expiration Date:                June 3, 2001
    Vesting Schedule:

    This Option may be exercised, in whole or in part, subject to the 
terms of this Agreement, at any time after the Date of Grant and prior to 
the Expiration Date. 

II. AGREEMENT


1.  GRANT OF OPTION.  The Company hereby grants to the Optionee named in 


<PAGE>


the Notice of Stock Option Grant in Section I of this Agreement, an option 
(the "Option") to purchase the number of shares ("Shares") as set forth in 
Section 1, at the exercise price per share set forth in Section I (the 
"Exercise Price"), subject to the terms and conditions set forth herein.

2.  EXERCISE OF OPTION.

    (a)    Right to Exercise.  This Option is exercisable during its term 
in accordance with the Vesting Schedule set forth in Section 1 and the 
applicable  provisions  of  this Option Agreement.  In the event of 
Optionee's death, disability or other termination of Optionee's employment 
or consulting relationship, the exercisability of the Option is governed by 
the applicable provisions of this Option Agreement.

    (b)    Method of Exercise.  This Option is exercisable by delivery of 
an exercise notice, in the form attached as Exhibit A (the "Exercise 
Notice"), which shall state the election to exercise the Option, the number 
of Shares in respect of which the Option is being exercised (the "Exercised 
Shares"), and such other representations and agreements as may be required 
by the Company.  The Exercise Notice shall be signed by the Optionee and 
shall be delivered in person or by certified mail to the Secretary of the 
Company.  The Exercise Notice shall be accompanied, if applicable, by 
payment of the aggregate Exercise Price as to all Exercised Shares.  This 
Option shall be deemed to be exercised upon receipt by the Company of such 
fully executed Exercise Notice accompanied by any applicable aggregate 
Exercise Price.

3.  METHOD OF PAYMENT.  Payment of the aggregate Exercise Price shall be 
by any of the following, or a combination thereof, at the election of the 
Optionee:

    (a)    Cash;

    (b)    Check;

    (c)    In lieu of exercising this Option by delivery of cash or check, 
the Optionee may make a valid Option exercise by electing to receive shares 
equal to the value of this Option (or the portion thereof being canceled) 
by surrendering this Option at the principal office of the Company together 
with the Exercise Notice (a "Net Exercise"), in which event the Company 
shall transfer to the Optionee a number of Shares computed using the 
following formula:

             Y (A-B)
        X = ---------
                A

Where   X   =   the number of Option Shares to be issued to such Optionee.


                                        2

<PAGE>


        Y   =   the number of Option Shares purchasable by such Optionee 
                under this Option Agreement the rights to which are 
                surrendered pursuant to the Net Exercise.

        A   =   the Fair Market Value of one Option Share (as determined by 
                the average bid and ask price per share of Company Stock as 
                quoted on the OTC Bulletin Board or other national exchange 
                upon which the Company's stock is quoted). 

        B   =   the Exercise Price (as adjusted to the date of such 
                calculation).

4.  REGISTRATION UNDER THE SECURITIES ACT.  

    (a)     Piggy-Back Rights.  If at any time the Company shall propose 
to file with the Securities and Exchange Commission (the "Commission") on 
behalf of the Company or any other stockholder a registration statement 
under the Securities Act, with respect to any class of security (as defined 
in Section 3(a)(10) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act")), other than a registration statement approved by the Board 
of Directors on Form S-4 or S-8, or such amended or alternative form for 
Form S-4 or S-8 as the Commission may from time to time require, the 
Company shall in each case timely notify the Optionee and include in such 
registration statement any or all of the Option Shares as the Optionee may 
request within twenty (20) days after the Company's giving of such notice, 
subject to the conditions set forth herein.  

    (b)    Demand Rights.  Provided that the Company is eligible to file a 
registration statement on Form S-3, if at any time after the date of this 
Agreement the Company shall receive from the Optionee a written request 
that the Company effect a registration on Form S-3 to permit the sale or 
disposition of the Shares, the Company shall file a registration statement 
on Form S-3 as expeditiously as possible covering the Shares.
 
    (c)    Duties of Company.  In connection with the preparation and 
filing of a registration statement, the Company agrees to (i) use its best 
efforts to cause such registration statement to become and remain 
effective; (ii) furnish to the Optionee such number of copies of a 
prospectus, including a preliminary prospectus, in conformity with the 
requirements of the Securities Act, and such other documents as Optionee 
may reasonably request in order to facilitate the disposition of the 
Shares; and (iii) use its best efforts to register and qualify the shares 
in such jurisdictions as shall be identified by the Optionee for the 
distribution of the securities covered by the registration statement.

    (d)    Indemnification by Optionee.  To the extent permitted by law, 
Optionee will indemnify and hold harmless the Company, and its directors, 
officers, employees, agents and representatives, as well as its controlling 
persons (within the meaning of the


                                        3

<PAGE>


Securities Act) against any losses, claims, damages, liabilities, or
expenses, including without limitation, attorneys' fees and
disbursements, which arise out of or are based upon any violation by
Optionee of the Securities Act, or any rule or regulation promulgated
thereunder applicable to Optionee or arise out of or are based upon any
untrue statement of any material fact contained in the registration
statement, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to
the extent that such untrue statement or alleged untrue statement or
omission, or alleged omission was made in such registration statement in
reliance upon and in conformity with information furnished by Optionee
in writing expressly for use in connection with such registration
statement.

    (e)    Indemnification by Company.  To the extent permitted by law, 
the Company will indemnify and hold harmless Optionee against any losses, 
claims, damages, liabilities, or expenses, including without limitation 
attorneys' fees and disbursements, to which Optionee may become subject 
under the Securities Act to the extent that such losses, claims, damages or 
liabilities arise out of or are based upon any violation by the Company of 
the Securities Act, or any rule or regulation promulgated thereunder 
applicable to the Company, or arise out of or are based upon any untrue or 
alleged untrue statement of any material fact contained in the registration 
statement, or arise out of or are based upon the omission or alleged 
omission to state therein a material fact required to be stated therein or 
necessary to make the statements therein not misleading, or arise out of 
any violation by the Company of any rule or regulation promulgated under 
the Securities Act applicable to the Company and relating to action or 
inaction required of the Company in connection with such registration 
statement; provided, however, that the indemnity agreement contained in 
this paragraph shall not apply to any loss, damage or liability to the 
extent that same arises out of or is based upon an untrue statement or 
omission made in connection with such registration statement in reliance 
upon and in conformity with information furnished in writing expressly for 
use in connection with such registration statement by Optionee.

    (f)    Undertaking by Optionee.  Optionee undertakes to comply with 
all applicable laws governing the distribution of securities in connection 
with Optionee's sale of the Shares, and to notify the Company of any 
changes in Optionee's plan of distribution so that the Company can sticker 
or amend the registration statement as the Company deems appropriate in its 
sole discretion. 

5.  NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in 
any manner other than by will or by the laws of descent or distribution and 
may be exercised during the lifetime of Optionee only by the Optionee.  The 
terms of this Option Agreement shall be binding upon the executors, 
administrators, heirs, successors and assigns of the Optionee.


                                        4

<PAGE>


6.  TERM OF OPTION.  This Option shall be exercised within five (5) years 
from the date hereof, and may be exercised during such term only in 
accordance with the terms of this Option Agreement. 

7.  TERMINATION OF OPTION.  The Option shall terminate under the 
following circumstances:

    (a)    The Option shall terminate on the Expiration Date;

    (b)    The Option shall terminate three months after the Optionee's 
termination of employment;

    (c)    If the Optionee dies before the Option terminates pursuant to 
paragraph 6(a) or 6(b), above, the Option shall terminate on the earlier of 
(i) the date on which the Option would have lapsed had the Optionee lived 
and had his employment status (i.e., whether the Participant was employed 
by the Company on the date of his death or had previously terminated 
employment) remained unchanged; or (ii) 15 months after the date of the 
Optionee's death.  Upon the Optionee's death, any exercisable Options may 
be exercised by the Optionee's legal representative or representatives, by 
the person or persons entitled to do so under the Optionee's last will and 
testament, or, if the Optionee shall fail to make testamentary disposition 
of the Option or shall die intestate, by the person or persons entitled to 
receive said Option under the applicable laws of descent and distribution.

8.  DILUTION PROTECTION.

    (a)    In the event the Company shall (i) declare a dividend on its 
Common Stock in shares of Common Stock or make a distribution in shares of 
Common Stock, (ii) declare a stock split or reverse stock split of its 
outstanding shares of Common Stock, (iii) combine its outstanding shares of 
Common Stock into a smaller number of shares of Common Stock or (iv) issue 
by reclassification of its shares of Common Stock other securities 
(including any such reclassification in connection with a consolidation or 
merger in which the Company or any of  its subsidiaries is the continuing 
corporation), then the number of shares of Common Stock of the Company, 
deliverable to Optionee hereunder and the Exercise Price related thereto 
shall be adjusted so that the Optionee shall be entitled to receive the 
kind and number of shares of Common Stock of the Company which the Optionee 
has the right to receive, upon the happening of any of the events described 
above, with respect to the shares of the Company Stock which were otherwise 
deliverable pursuant hereto.  An adjustment made pursuant to this paragraph 
shall become effective immediately after the effective date of such event;

    (b)    Whenever the number of Shares or the Exercise Price of this 
Option is adjusted pursuant to this paragraph, the Company shall promptly 
mail by first class mail,


                                        5

<PAGE>


postage prepaid, to Optionee, notice of such adjustment or adjustments.

9.  AVAILABILITY OF COMPANY STOCK.  The Company hereby agrees and 
covenants that at all times during the Exercise Period it shall reserve for 
issuance a sufficient number of shares of Common Stock as would be required 
upon full exercise of the rights represented by this Agreement.

10. NO RIGHT TO EMPLOYMENT.  Nothing in this Agreement shall interfere 
with or limit in any way the right of the Company to terminate the 
Optionee's employment at any time, nor confer upon the Optionee any right 
to continue in the employ of the Company or any Subsidiary.

11. TAX CONSEQUENCES.  Some of the federal tax consequences relating to 
this Option, as of the date of this Option, are set forth below.  THIS 
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE 
SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE 
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

    (a)    Exercising the Option.  The Optionee may incur regular federal 
income tax liability upon exercise of the Option.  The Optionee will be 
treated as having received compensation income (taxable at ordinary income 
tax rates) equal to the excess, if any, of the Fair Market Value of the 
Exercised Shares on the date of exercise over their aggregate Exercise 
Price.  If the Optionee is an Employee, the Company will be required to 
withhold from his or her compensation or collect from Optionee and pay to 
the applicable taxing authorities an amount equal to a percentage of this 
compensation income at the time of exercise.

    (b)    Disposition of Shares.  If the Optionee holds Shares for at 
least one year, any gain realized on disposition of the Shares will be 
treated as long-term capital gain for federal income tax purposes.

12. GOVERNING LAW.  This Agreement is governed by the laws of the State 
of North Carolina.

IN WITNESS WHEREOF, this Agreement is executed this 3rd day of June, 1996.



                                    FLANDERS CORPORATION


                                        /s/ Robert R. Amerson
                                    By: _____________________________________


                                        6

<PAGE>


                                    OPTIONEE:


                                        /s/ Steven K. Clark
                                    By: _____________________________________


                                        7

<PAGE>


                                   EXHIBIT A

                             FLANDERS CORPORATION

                                EXERCISE NOTICE


Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina  27889 


    1.    EXERCISE OF OPTION.  Effective as of today, __________________, 
199__, the undersigned ("Purchaser") hereby elects to purchase ___shares (the 
"Shares")  of the Common Stock of Flanders Corporation (the "Company") under and
pursuant to the Stock Option Agreement dated June 3, 1996 (the "Option 
Agreement").  The purchase price for the Shares shall be as set forth in the 
Option Agreement, as adjusted.

    2.    DELIVERY OF PAYMENT.  Purchaser herewith delivers to the Company the 
full purchase price for the Shares (either in cash, check or through a Net 
Exercise as defined in the Option Agreement).

    3.    REPRESENTATIONS OF PURCHASER.  Purchaser acknowledges that Purchaser 
has received, read and understood the Option Agreement and agrees to abide by 
and be bound by its terms and conditions.

    4.    RIGHTS AS SHAREHOLDER.  Until the issuance (as evidenced by the 
appropriate entry on the books of the Company or of a duty authorized transfer 
agent of the Company) of the stock certificate evidencing such Shares, no right 
to vote or receive dividends or any other rights as a shareholder shall exist 
with respect to the Optioned Stock, notwithstanding the exercise of the Option. 
A share certificate for the number of Shares so acquired shall be issued to the 
Optionee as soon as practicable after exercise of the Option.

    5.    TAX CONSULTATION.  Purchaser understands that Purchaser may suffer 
adverse tax consequences as a result of Purchaser's purchase or disposition of 
the Shares.  Purchaser represents that Purchaser has consulted with any tax 
consultants Purchaser deems advisable in connection with the purchase or 
disposition of the Shares and that Purchaser is not relying on the Company for 
any tax advice.

    6.    ENTIRE AGREEMENT.  The Option Agreement is incorporated herein by 
reference.  This Exercise Notice and the Option Agreement constitute the entire 
agreement of the parties and supersede in their entirety all prior undertakings 
and agreements of the Company and Optionee with respect to the subject matter 
hereof.


<PAGE>


Submitted by:                           Accepted By:

OPTIONEE:                               FLANDERS CORPORATION


________________________________        By: ____________________________
Signature    


________________________________        Its: _____________________________
Print Name


Address:


________________________________


<PAGE>


                                 EXHIBIT 99.12

                            STOCK OPTION AGREEMENT
              between Flanders Corporation and Robert R. Amerson
                               dated June 3, 1996


<PAGE>


Neither this Option nor the Common Stock to be issued upon exercise
hereof, has been registered under the Securities Act of 1993, as amended
(the "Act"), or qualified under any state securities law (the "Law"),
and this Option has been, and the Common Stock to be issued upon
exercise hereof will be, acquired for investment and not with a view to,
or for resale in connection with, any distribution thereof. No such sale
or other disposition may be made without an effective registration
statement under the Act and qualification under the law related thereto
or an opinion of counsel reasonably satisfactory to Flanders Corporation
and its counsel, that said registration and qualifications are not
required under the Act and Law, respectively.

                             FLANDERS CORPORATION

                            STOCK OPTION AGREEMENT


     This stock option (the "Option" or the "Agreement") is being granted 
pursuant to certain resolutions of the Board of Directors of Flanders 
Corporation, dated June 3, 1996.

I.  NOTICE OF STOCK OPTION GRANT

    Optionee:
    Robert R. Amerson 

    You have been granted an option to purchase Common Stock of  Flanders 
Corporation (the "Company").  This Option shall be subject to the following 
terms and conditions:

    Date of Grant:                  June 3, 1996
    Exercise Price Per Share:       $ 7.50
    Number of Shares:               1,000,000
    Type of Option:                 Non-Qualified
    Expiration Date:                June 3, 2001
    Vesting Schedule:

    This Option may be exercised, in whole or in part, subject to the 
terms of this Agreement, at any time after the Date of Grant and prior to 
the Expiration Date. 

II. AGREEMENT


1.  GRANT OF OPTION.  The Company hereby grants to the Optionee named in 


<PAGE>


the Notice of Stock Option Grant in Section I of this Agreement, an option 
(the "Option") to purchase the number of shares ("Shares") as set forth in 
Section 1, at the exercise price per share set forth in Section I (the 
"Exercise Price"), subject to the terms and conditions set forth herein.

2.  EXERCISE OF OPTION.

    (a)    Right to Exercise.  This Option is exercisable during its term 
in accordance with the Vesting Schedule set forth in Section 1 and the 
applicable  provisions  of  this Option Agreement.  In the event of 
Optionee's death, disability or other termination of Optionee's employment 
or consulting relationship, the exercisability of the Option is governed by 
the applicable provisions of this Option Agreement.

    (b)    Method of Exercise.  This Option is exercisable by delivery of 
an exercise notice, in the form attached as Exhibit A (the "Exercise 
Notice"), which shall state the election to exercise the Option, the number 
of Shares in respect of which the Option is being exercised (the "Exercised 
Shares"), and such other representations and agreements as may be required 
by the Company.  The Exercise Notice shall be signed by the Optionee and 
shall be delivered in person or by certified mail to the Secretary of the 
Company.  The Exercise Notice shall be accompanied, if applicable, by 
payment of the aggregate Exercise Price as to all Exercised Shares.  This 
Option shall be deemed to be exercised upon receipt by the Company of such 
fully executed Exercise Notice accompanied by any applicable aggregate 
Exercise Price.

3.  METHOD OF PAYMENT.  Payment of the aggregate Exercise Price shall be 
by any of the following, or a combination thereof, at the election of the 
Optionee:

    (a)    Cash;

    (b)    Check;

    (c)    In lieu of exercising this Option by delivery of cash or check, 
the Optionee may make a valid Option exercise by electing to receive shares 
equal to the value of this Option (or the portion thereof being canceled) 
by surrendering this Option at the principal office of the Company together 
with the Exercise Notice (a "Net Exercise"), in which event the Company 
shall transfer to the Optionee a number of Shares computed using the 
following formula:

             Y (A-B)
        X = ---------
                A

Where   X   =   the number of Option Shares to be issued to such Optionee.


                                        2

<PAGE>


        Y   =   the number of Option Shares purchasable by such Optionee 
                under this Option Agreement the rights to which are 
                surrendered pursuant to the Net Exercise.

        A   =   the Fair Market Value of one Option Share (as determined by 
                the average bid and ask price per share of Company Stock as 
                quoted on the OTC Bulletin Board or other national exchange 
                upon which the Company's stock is quoted). 

        B   =   the Exercise Price (as adjusted to the date of such 
                calculation).

4.  REGISTRATION UNDER THE SECURITIES ACT.  

    (a)     Piggy-Back Rights.  If at any time the Company shall propose 
to file with the Securities and Exchange Commission (the "Commission") on 
behalf of the Company or any other stockholder a registration statement 
under the Securities Act, with respect to any class of security (as defined 
in Section 3(a)(10) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act")), other than a registration statement approved by the Board 
of Directors on Form S-4 or S-8, or such amended or alternative form for 
Form S-4 or S-8 as the Commission may from time to time require, the 
Company shall in each case timely notify the Optionee and include in such 
registration statement any or all of the Option Shares as the Optionee may 
request within twenty (20) days after the Company's giving of such notice, 
subject to the conditions set forth herein.  

    (b)    Demand Rights.  Provided that the Company is eligible to file a 
registration statement on Form S-3, if at any time after the date of this 
Agreement the Company shall receive from the Optionee a written request 
that the Company effect a registration on Form S-3 to permit the sale or 
disposition of the Shares, the Company shall file a registration statement 
on Form S-3 as expeditiously as possible covering the Shares.
 
    (c)    Duties of Company.  In connection with the preparation and 
filing of a registration statement, the Company agrees to (i) use its best 
efforts to cause such registration statement to become and remain 
effective; (ii) furnish to the Optionee such number of copies of a 
prospectus, including a preliminary prospectus, in conformity with the 
requirements of the Securities Act, and such other documents as Optionee 
may reasonably request in order to facilitate the disposition of the 
Shares; and (iii) use its best efforts to register and qualify the shares 
in such jurisdictions as shall be identified by the Optionee for the 
distribution of the securities covered by the registration statement.

    (d)    Indemnification by Optionee.  To the extent permitted by law, 
Optionee will indemnify and hold harmless the Company, and its directors, 
officers, employees, agents and representatives, as well as its controlling 
persons (within the meaning of the


                                        3

<PAGE>


Securities Act) against any losses, claims, damages, liabilities, or expenses,
including without limitation, attorneys' fees and disbursements, which arise out
of or are based upon any violation by Optionee of the Securities Act, or any
rule or regulation promulgated thereunder applicable to Optionee or arise out of
or are based upon any untrue statement of any material fact contained in the
registration statement, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the
extent that such untrue statement or alleged untrue statement or omission, or
alleged omission was made in such registration statement in reliance upon and in
conformity with information furnished by Optionee in writing expressly for use
in connection with such registration statement.

    (e)    Indemnification by Company.  To the extent permitted by law, 
the Company will indemnify and hold harmless Optionee against any losses, 
claims, damages, liabilities, or expenses, including without limitation 
attorneys' fees and disbursements, to which Optionee may become subject 
under the Securities Act to the extent that such losses, claims, damages or 
liabilities arise out of or are based upon any violation by the Company of 
the Securities Act, or any rule or regulation promulgated thereunder 
applicable to the Company, or arise out of or are based upon any untrue or 
alleged untrue statement of any material fact contained in the registration 
statement, or arise out of or are based upon the omission or alleged 
omission to state therein a material fact required to be stated therein or 
necessary to make the statements therein not misleading, or arise out of 
any violation by the Company of any rule or regulation promulgated under 
the Securities Act applicable to the Company and relating to action or 
inaction required of the Company in connection with such registration 
statement; provided, however, that the indemnity agreement contained in 
this paragraph shall not apply to any loss, damage or liability to the 
extent that same arises out of or is based upon an untrue statement or 
omission made in connection with such registration statement in reliance 
upon and in conformity with information furnished in writing expressly for 
use in connection with such registration statement by Optionee.

    (f)    Undertaking by Optionee.  Optionee undertakes to comply with 
all applicable laws governing the distribution of securities in connection 
with Optionee's sale of the Shares, and to notify the Company of any 
changes in Optionee's plan of distribution so that the Company can sticker 
or amend the registration statement as the Company deems appropriate in its 
sole discretion. 

5.    NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in 
any manner other than by will or by the laws of descent or distribution and 
may be exercised during the lifetime of Optionee only by the Optionee.  The 
terms of this Option Agreement shall be binding upon the executors, 
administrators, heirs, successors and assigns of the Optionee.


                                        4

<PAGE>


6.    TERM OF OPTION.  This Option shall be exercised within five (5) years 
from the date hereof, and may be exercised during such term only in 
accordance with the terms of this Option Agreement. 

7.    TERMINATION OF OPTION.  The Option shall terminate under the 
following circumstances:

    (a)    The Option shall terminate on the Expiration Date;

    (b)    The Option shall terminate three months after the Optionee's 
termination of employment;

    (c)    If the Optionee dies before the Option terminates pursuant to 
paragraph 6(a) or 6(b), above, the Option shall terminate on the earlier of 
(i) the date on which the Option would have lapsed had the Optionee lived 
and had his employment status (i.e., whether the Participant was employed 
by the Company on the date of his death or had previously terminated 
employment) remained unchanged; or (ii) 15 months after the date of the 
Optionee's death.  Upon the Optionee's death, any exercisable Options may 
be exercised by the Optionee's legal representative or representatives, by 
the person or persons entitled to do so under the Optionee's last will and 
testament, or, if the Optionee shall fail to make testamentary disposition 
of the Option or shall die intestate, by the person or persons entitled to 
receive said Option under the applicable laws of descent and distribution.

8.  DILUTION PROTECTION.

    (a)    In the event the Company shall (i) declare a dividend on its 
Common Stock in shares of Common Stock or make a distribution in shares of 
Common Stock, (ii) declare a stock split or reverse stock split of its 
outstanding shares of Common Stock, (iii) combine its outstanding shares of 
Common Stock into a smaller number of shares of Common Stock or (iv) issue 
by reclassification of its shares of Common Stock other securities 
(including any such reclassification in connection with a consolidation or 
merger in which the Company or any of  its subsidiaries is the continuing 
corporation), then the number of shares of Common Stock of the Company, 
deliverable to Optionee hereunder and the Exercise Price related thereto 
shall be adjusted so that the Optionee shall be entitled to receive the 
kind and number of shares of Common Stock of the Company which the Optionee 
has the right to receive, upon the happening of any of the events described 
above, with respect to the shares of the Company Stock which were otherwise 
deliverable pursuant hereto.  An adjustment made pursuant to this paragraph 
shall become effective immediately after the effective date of such event;

    (b)    Whenever the number of Shares or the Exercise Price of this 
Option is adjusted pursuant to this paragraph, the Company shall promptly 
mail by first class mail,

                                        5

<PAGE>


postage prepaid, to Optionee, notice of such adjustment or adjustments.

9.  AVAILABILITY OF COMPANY STOCK.  The Company hereby agrees and 
covenants that at all times during the Exercise Period it shall reserve for 
issuance a sufficient number of shares of Common Stock as would be required 
upon full exercise of the rights represented by this Agreement.

10. NO RIGHT TO EMPLOYMENT.  Nothing in this Agreement shall interfere 
with or limit in any way the right of the Company to terminate the 
Optionee's employment at any time, nor confer upon the Optionee any right 
to continue in the employ of the Company or any Subsidiary.

11. TAX CONSEQUENCES.  Some of the federal tax consequences relating to 
this Option, as of the date of this Option, are set forth below.  THIS 
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE 
SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE 
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

    (a)    Exercising the Option.  The Optionee may incur regular federal 
income tax liability upon exercise of the Option.  The Optionee will be 
treated as having received compensation income (taxable at ordinary income 
tax rates) equal to the excess, if any, of the Fair Market Value of the 
Exercised Shares on the date of exercise over their aggregate Exercise 
Price.  If the Optionee is an Employee, the Company will be required to 
withhold from his or her compensation or collect from Optionee and pay to 
the applicable taxing authorities an amount equal to a percentage of this 
compensation income at the time of exercise.

    (b)    Disposition of Shares.  If the Optionee holds Shares for at 
least one year, any gain realized on disposition of the Shares will be 
treated as long-term capital gain for federal income tax purposes.

12. GOVERNING LAW.  This Agreement is governed by the laws of the State 
of North Carolina.

IN WITNESS WHEREOF, this Agreement is executed this 3rd day of June, 1996.



                                        FLANDERS CORPORATION


                                        By: ___________________________________


                                        6

<PAGE>


                                        OPTIONEE:


                                        By: ___________________________________


                                        7

<PAGE>


                                   EXHIBIT A

                             FLANDERS CORPORATION

                                EXERCISE NOTICE

Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina  27889 


    1.    EXERCISE OF OPTION.  Effective as of today, __________________, 
199__, the undersigned ("Purchaser") hereby elects to purchase ___ shares (the 
"Shares")  of the Common Stock of Flanders Corporation (the "Company") under and
pursuant to the Stock Option Agreement dated June 3, 1996 (the "Option 
Agreement").  The purchase price for the Shares shall be as set forth in the 
Option Agreement, as adjusted.

    2.    DELIVERY OF PAYMENT.  Purchaser herewith delivers to the Company the 
full purchase price for the Shares (either in cash, check or through a Net 
Exercise as defined in the Option Agreement).

     3.    REPRESENTATIONS OF PURCHASER.  Purchaser acknowledges that Purchaser 
has received, read and understood the Option Agreement and agrees to abide by 
and be bound by its terms and conditions.

    4.    RIGHTS AS SHAREHOLDER.  Until the issuance (as evidenced by the 
appropriate entry on the books of the Company or of a duty authorized transfer 
agent of the Company) of the stock certificate evidencing such Shares, no right 
to vote or receive dividends or any other rights as a shareholder shall exist 
with respect to the Optioned Stock, notwithstanding the exercise of the Option. 
A share certificate for the number of Shares so acquired shall be issued to the 
Optionee as soon as practicable after exercise of the Option.

    5.    TAX CONSULTATION.  Purchaser understands that Purchaser may suffer 
adverse tax consequences as a result of Purchaser's purchase or disposition of 
the Shares.  Purchaser represents that Purchaser has consulted with any tax 
consultants Purchaser deems advisable in connection with the purchase or 
disposition of the Shares and that Purchaser is not relying on the Company for 
any tax advice.

    6.    ENTIRE AGREEMENT.  The Option Agreement is incorporated herein by 
reference.  This Exercise Notice and the Option Agreement constitute the entire 
agreement of the parties and supersede in their entirety all prior undertakings 
and agreements of the Company and Optionee with respect to the subject matter 
hereof.


<PAGE>


Submitted by:                           Accepted By:

OPTIONEE:                               FLANDERS CORPORATION


________________________________        By: ____________________________
Signature    


________________________________        Its: _____________________________
Print Name


Address:


________________________________
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 99331}]
{"company-data": {"conformed-name": "FLANDERS CORP", "cik": "0000799526", "assigned-sic": "3564", "irs-number": "133368271", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31667", "film-number": "97642931"}, "business-address": {"street1": "531 FLANDERS FILTERS RD", "city": "WASHINGTON", "state": "NC", "zip": "27889", "phone": "8019434300"}, "mail-address": {"street1": "531 FLANDERS FILTERS RD", "city": "WASHINGTON", "state": "NC", "zip": "27889"}}
As filed with the Securities and Exchange Commission on July 18, 1997

                                                    Registration No. __________

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
                                  __________
                                   Form S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                              __________________
                             FLANDERS CORPORATION
                (Previously known as Elite Acquisitions, Inc.)
            (Exact name of registrant as specified in its charter)

    NORTH CAROLINA                                            13-3368271
       (State of                                           (I.R.S. Employer 
    incorporation)                                      Identification Number)

                           531 Flanders Filters Road
                       Washington, North Carolina 27889
                                (919) 946-8081

         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                    ___________________________________________

              Flanders Corporation 1996 Long-Term Incentive Plan
                Flanders Corporation 1996 Director Option Plan
 1995 and 1996 Employee Stock Grants pursuant to Written Employment Agreements

                           (Full title of the plans)

                  ___________________________________________

                            WILLIAM C. GIBBS, ESQ.
                            Snell & Wilmer, L.L.P.
                         111 East Broadway, Suite 900
                          Salt Lake City, Utah  84111
                                (801) 237-1900

      (Name, address, including zip code, and telephone number, including
                       area code, of agent for service)

                   ________________________________________

        Approximate date of proposed commencement of sales:  As soon as
       practicable after this Registration Statement becomes effective.

                        CALCULATION OF REGISTRATION FEE
Title of Securities              Amount to be        Proposed Maximum              Proposed Maximum             Amount of 
to be Registered                Registered
Offering Price per Share
Aggregate Offering Price
Registration Fee
Common Stock, $.001 par value:

1996 Long-Term Incentive Plan    2,000,000                $7.03                      $14,060,000               $ 4,260.61
1996 Director Option Plan          500,000                $7.03                      $ 3,515,000               $ 1,065.15
1995 and 1996 Employee
    Stock Grants                 6,300,000                $7.03                      $44,289,000               $13,420.91
                                                                                                               $18,746.67
This Registration Statement shall also cover any additional shares of 
common stock which become issuable under the 1996 Long-Term Incentive Plan, 
1996 Director Option Plan and 1995 and 1996 Employee Stock Grants by reason of 
any stock dividend, stock split, recapitalization or other similar transaction 
effected without the receipt of consideration which results in an increase in 
the number of the Registrant's outstanding shares of common stock.
Calculated solely for purposes of this offering under Rule 457(h) of the 
Securities Act of 1933, as amended, on the basis of the average of the bid and 
asked prices per share of common stock of Flanders Corporation on July 11, 
1997, as reported by the NASDAQ National Market System.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents containing the information specified in Part I, Items 1 and 
2, will be delivered to employees in accordance with Form S-8 and Rule 428 of 
the Securities Act of 1933, as amended (the "Securities Act").

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Certain Documents by Reference

    Flanders Corporation (the "Registrant") has filed the following documents 
with the Securities and Exchange Commission (the "Commission") pursuant to the 
Securities Exchange Act of 1934 ("Exchange Act") and hereby incorporates such 
documents by reference into this Registration Statement:  (a) The Registrant's 
Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (b) The 
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 
1997; and (c) a Description of Capital Stock contained in the Registrant's 
registration statement on Form 8-A, including all amendments or reports filed 
for the purpose of updating such description. 

    All other documents and reports filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date 
of this Registration Statement and prior to the filing of a post-effective 
amendment which indicates that all securities to be offered pursuant hereto 
have been sold or which deregisters such securities then remaining unsold shall 
be deemed to be incorporated by reference in this Registration Statement and to 
be made a part hereof from the date of the filing of such reports and 
documents.  Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein or in any subsequently filed document which also is or is 
deemed to be incorporated by reference herein modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this Registration 
Statement.

Item 4.        Description of Securities

    Not applicable.

Item 5.        Interests of Named Experts and Counsel

    Not applicable.

Item 6.        Indemnification of Officers and Directors

    The law of North Carolina permits extensive indemnification of present and 
former directors, officers, employees or agents of a North Carolina company, 
whether or not authority for such indemnification is contained in the 
indemnifying company's articles of incorporation or bylaws. Specific authority 
for indemnification of present and former directors and officers, under certain 
circumstances, is contained in the Company's Bylaws.  Under North Carolina law, 
before a company can provide indemnification, the company must find that the 
director, officer, employee or agent conducted himself in good faith and in a 
manner he reasonably believed, in the case of conduct in his official capacity 
with the company, was in the best interest of the company and, in all other 
cases, was at least not opposed to the company's best interest, and, with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe his conduct was unlawful.  Statutory indemnification is permissive, 
except in the event of a successful defense, in which case, unless limited by 
the articles of incorporation, when a director, officer, employee or agent must 
be indemnified against reasonable expenses incurred by him in connection 
therewith.  Indemnification is permitted with respect to expenses, judgments, 
fines, and amounts paid in settlement by such persons.

    The Company's Bylaws provide that the Company may indemnify any person who 
was or is a party or is threatened to be made a party to any threatened, 
pending, or completed action, suit, or proceeding, whether civil, criminal, 
administrative, or investigative (other than an action by or in the right of 
the Company), by reason of the fact that he is or was a director, officer, 
employee, fiduciary or agent of the Company or is or was serving at the request 
of the Company as a director, officer, employee, fiduciary or agent of another 
corporation, partnership, joint venture, trust or other enterprise, against 
expenses (including attorneys' fees), judgments, fines, and amounts paid in 
settlement actually and reasonably incurred by him in connection with such 
action, suit, or proceeding if he acted in good faith and in a manner he 
reasonably believed to be in the best interest of the Company and, with respect 
to any criminal action or proceeding, had no reasonable cause to believe his 
conduct was unlawful.

    The Company's Bylaws also provide that a corporation may indemnify any 
director or officer of the Company who was or is a party or is threatened to be 
made a party to any proceeding by or in the right of the Company to procure a 
judgment in its favor by reason
of the fact that he is or was a director, officer, employee, or agent of
the Company, or is or was serving at the request of the Company as a
director, officer, employee, fiduciary or agent of another corporation
or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action if he acted in good faith and in a manner
he reasonably believed to be in the best interests of the Company. No
indemnification shall be made in respect of any claim or matter as to
which such person has been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only
to the extent that the court in which the action is brought determines
that in view of all circumstances such person is fairly and reasonably
entitled to indemnification for expenses which the court deems proper. 

    The Company's Bylaws also provide that an authorized representative of the 
Company who neither was or is a director or officer of the Company may, to the 
extent that he is successful on the merits and defense of any action, be 
indemnified against expenses (including attorneys' fees) actually and 
reasonably incurred in connection therewith.  A determination of whether 
indemnification is proper shall be made by the Board by a majority vote of a 
quorum consisting of disinterested directors or, if such a quorum is not 
obtainable or even if obtainable a quorum of disinterested directors so 
directs, by independent legal counsel in a written opinion, or by the 
shareholders.  The Company may advance expenses (including attorneys' fees) 
upon receipt of an undertaking by or on behalf of an authorized representative 
to repay such amount unless it is determined that he is entitled to be 
indemnified.

Item 7.        Exemption from Registration

    Not applicable.

Item 8.        Exhibits

    Exhibit No.         Description

         5.1            Opinion of Snell & Wilmer, L.L.P.

        23.1            Consent of McGladrey & Pullen, L.L.P.

        23.2            Consent of Snell & Wilmer, L.L.P. (included in the
                        opinion filed as Exhibit 5.1)

        24              Power of Attorney (reference is made to page 4 of this 
                        Registration Statement)

        99.1            Flanders Corporation Long-Term Incentive Plan, filed
                        with the December 31, 1995 Form 10-K, incorporated
                        herein by reference.

        99.2            Flanders Corporation 1996 Director Option Plan, filed
                        with the December 31, 1995 Form 10-K, incorporated
                        herein by reference.

        99.3            Employment Agreement between Elite Acquisitions, Inc., 
                        Flanders Filters, Inc. and Steven K. Clark, filed with
                        the December 31, 1995 Form 10-K, incorporated herein by 
                        reference.

        99.4            Amendment to Employment Agreement between Elite
                        Acquisitions, Inc., Flanders Filters, Inc. and Steven K.
                        Clark, filed with Form S-1, filed October 21, 1996 (Reg.
                        No. 333-14655), incorporated herein by reference.

        99.5            Employment Agreement between Elite Acquisitions, Inc., 
                        Flanders Filters, Inc. and Robert Amerson, filed with
                        the December 31, 1995 Form 10-K, incorporated herein
                        by reference.

        99.6            Amendment to Employment Agreement between Elite 
                        Acquisitions, Inc., Flanders Filters, Inc. and Robert
                        R. Amerson, filed with Form S-1, filed October 21, 1996
                        (Reg. No. 333-14655), incorporated herein by reference.

        99.7            Stock Option Agreement between Elite Acquisitions, Inc.
                        and Robert R. Amerson, filed with the Form 10-K dated 
                        December 31, 1995, incorporated herein by reference.

        99.8            Stock Option Agreement between Elite Acquisitions, Inc. 
                        and Steven K. Clark, filed with the Form 10-K dated 
                        December 31, 1995, incorporated herein by reference.

        99.9            Stock Option Agreement between Flanders Corporation and 
                        Steven K. Clark dated February 22, 1996.

                                        2
99.10           Stock Option Agreement between Flanders Corporation and 
                        Robert R. Amerson dated February 22, 1996.

        99.11           Stock Option Agreement between Flanders Corporation and 
                        Steven K. Clark dated June 3, 1996.

        99.12           Stock Option Agreement between Flanders Corporation and 
                        Robert R. Amerson dated June 3, 1996.

Item 9.        Undertakings

    The undersigned Registrant hereby undertakes:

    1.  To file, during any period in which offers or sales are being made, a 
        post-effective amendment to this Registration Statement:

        (a)     To include any prospectus required by Section 10(a)(3) of the 
                Securities Act;

        (b)     To reflect in the prospectus any facts or events arising after 
                the effective date of the Registration Statement (or the most 
                recent post-effective amendment thereof) which, individually or 
                in the aggregate, represent a fundamental change in the 
                information set forth in this Registration Statement;

        (c)    To include any material information with respect to the plan 
                of distribution not previously disclosed in this Registration 
                Statement or any material change to such information in this 
                Registration Statement.

    Provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if 
the registration statement is on Form S-3 or Form S-8, and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the Registrant pursuant to Section 13 or 
Section 15(d) of the Exchange Act that are incorporated by reference in this 
Registration Statement.

    2.  That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

    3.  To remove from registration by means of a post-effective amendment any 
of the securities being registered which remain unsold at the termination of 
the offering.

    4.  If the registrant is a foreign private issuer, to file a post-
effective amendment to this Registration Statement to include any financial 
statements required by Rule 3-19 of Regulation S-X at the start of any delayed 
offering or throughout a continuous offering.

    5.   For purposes of determining any liability under the Securities Act, 
each filing of the Registrant's annual report pursuant to Section 13(a) or 
15(d) of the Exchange Act (and, where applicable, each filing of an employee 
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 
that is incorporated by reference in the Registration Statement shall be deemed 
to be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

    6.  Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers, and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Securities Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the 
Securities Act and will be governed by the final adjudication of such issue.

                                        3
SIGNATURES

    Pursuant to the requirements of the Securities Act, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Washington, State of North Carolina, on the 18th day 
of July, 1997.

                                        FLANDERS CORPORATION

                                        By: /s/ Robert R. Amerson
                                        Robert R. Amerson
                                        Chief Executive Officer

    KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature 
appears below constitutes and appoints Steven K. Clark, his attorney-in-fact, 
to sign any documents to this Registration Statement (including post-effective 
amendments), and to file the same, with all exhibits thereto, and other 
documents in connection therewith, with the Commission, hereby ratifying and 
confirming all the said attorney-in-fact may lawfully do or cause to be done by 
virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration 
Statement has been signed by the following persons in the capacities and on the 
dates indicated.

    Signature                       Title                              Date

/s/ Robert R. Amerson               President, Chief 
_____________________________       Executive Officer              July 18, 1997
    Robert R. Amerson

/s/ Steven K. Clark                 Chief Financial Officer and
_____________________________       Chief Accounting Officer       July 18, 1997
    Steven K. Clark

/s/ Thomas T. Allan          
_____________________________       Chairman of the Board          July 18, 1997
    Thomas T. Allan

/s/ Gustavo Hernandez               Director, Vice President       July 18, 1997
_____________________________       of Operations
    Gustavo Hernandez        

/s/ William M. Claytor
_____________________________       Director                       July 18, 1997
    William M. Claytor

/s/ William H. Clark   
_____________________________       Director                       July 18, 1997
    William H. Clark

/s/ Steven K. Clark
_____________________________                                      July 18, 1997
    Steven K. Clark
    Attorney-in-fact
EXHIBIT 5.1

                       OPINION OF SNELL & WILMER, L.L.P.
[Snell & Wilmer, L.L.P. Letterhead]

                                        July 18, 1997

FLANDERS CORPORATION
531 Flanders Filters Road
Washington, NC 27889

Ladies and Gentlemen:

        Reference is made to your proposed registration and offering of 
8,800,000 shares of common stock of Flanders Corporation, as contemplated by 
the Registration Statement (the "Registration Statement") on Form S-8 filed by 
you on July 18, 1997, with the Securities and Exchange Commission under the 
Securities Act of 1933, as amended.

        We have examined originals or copies, certified or otherwise 
identified to our satisfaction, of such corporate records, agreements, and 
other instruments, certificates, orders, opinions, correspondence with public 
officials, certificates provided by your officers and representatives, and 
other documents, as we have deemed necessary or advisable for the purposes of 
rendering the opinions set forth herein.

        Based on the foregoing, it is our opinion that after the Registration 
Statement shall have become effective and the shares shall have been issued and 
delivered as described therein, such shares of common stock will be validly 
issued, fully paid and non-assessable.

        Consent is hereby given to the use of this opinion as part of the 
Registration Statement referred to above and to the use of our name wherever it 
appears in said Registration Statement and the related prospectus.

                                    Very truly yours,

                                    SNELL & WILMER, L.L.P.
EXHIBIT 23.1

                     CONSENT OF MCGLADREY & PULLEN, L.L.P.
[McGladrey & Pullen Letterhead]

                         INDEPENDENT AUDITOR'S CONSENT

To the Board of Directors
Flanders Corporation
Washington, North Carolina

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and in the related Prospectus, of our report, dated
February 7, 1997, except for the second paragraph of Note 8 and the first
paragraph of Note 23 as to which the date is March 10, 1997, relating to the
consolidated financial statements of Flanders Corporation and subsidiaries and
to our report dated February 7, 1997, relating to the financial statement
schedules, included in the Annual Report on Form 10-K for the year ended
December 31, 1996.  We also consent to the reference to our Firm under the
caption "Experts" in the Registration Statement.

                    /s/ McGladrey & Pullen, LLP
New Bern, North Carolina
July 18, 1997

901 College Court                                                   Worldwide
P.O. Box 15409                                                        Service
New Bern, North Carolina  28561-5409                                  Through
(919) 637-5154 FAX (919) 637-5383                           RSM International
EXHIBIT 23.2

                           CONSENT OF SNELL & WILMER
                (Included in the opinion filed as Exhibit 5.1)
EXHIBIT 24

                               POWER OF ATTORNEY
         (reference is made to page 4 of this Registration Statement)
EXHIBIT 99.9

                            STOCK OPTION AGREEMENT
               between Flanders Corporation and Steven K. Clark
                            dated February 22, 1996
Neither this Option nor the Common Stock to be issued upon exercise
hereof, has been registered under the Securities Act of 1993, as amended
(the "Act"), or qualified under any state securities law (the "Law"),
and this Option has been, and the Common Stock to be issued upon
exercise hereof will be, acquired for investment and not with a view to,
or for resale in connection with, any distribution thereof. No such sale
or other disposition may be made without an effective registration
statement under the Act and qualification under the law related thereto
or an opinion of counsel reasonably satisfactory to Flanders Corporation
and its counsel, that said registration and qualifications are not
required under the Act and Law, respectively.

                             FLANDERS CORPORATION

                            STOCK OPTION AGREEMENT

     This stock option (the "Option" or the "Agreement") is being granted 
pursuant to certain resolutions of the Board of Directors of Flanders 
Corporation, dated February 22, 1996.

I.      NOTICE OF STOCK OPTION GRANT

        Optionee:
        Steven K. Clark

     You have been granted an option to purchase Common Stock of  Flanders 
Corporation (the "Company").  This Option shall be subject to the following 
terms and conditions:

        Date of Grant:                          February 22, 1996
        Exercise Price Per Share:               $  2.50
        Number of Shares:                       1,000,000
        Type of Option:                         Non-Qualified
        Expiration Date:                        February 22, 2001
        Vesting Schedule:

        This Option shall vest only upon the Company reaching the following 
financial objectives:

    (a)    The acquisition by the Company of Charcoal Services Corporation 
and Tri Dim Filter Corporation or companies of equivalent size, assets and 
revenues; or
(b)    The Company achieving $75,000,000 of annual revenues as 
determined by the Company's accountants.

II.    AGREEMENT

1.    GRANT OF OPTION.  The Company hereby grants to the Optionee named in 
the Notice of Stock Option Grant in Section I of this Agreement, an option 
(the "Option") to purchase the number of shares ("Shares") as set forth in 
Section 1, at the exercise price per share set forth in Section I (the 
"Exercise Price"), subject to the terms and conditions set forth herein.

2.    EXERCISE OF OPTION.

    (a)    Right to Exercise.  This Option is exercisable during its term 
in accordance with the Vesting Schedule set forth in Section 1 and the 
applicable  provisions  of  this Option Agreement.  In the event of 
Optionee's death, disability or other termination of Optionee's employment 
or consulting relationship, the exercisability of the Option is governed by 
the applicable provisions of this Option Agreement.

    (b)    Method of Exercise.  This Option is exercisable by delivery of 
an exercise notice, in the form attached as Exhibit A (the "Exercise 
Notice"), which shall state the election to exercise the Option, the number 
of Shares in respect of which the Option is being exercised (the "Exercised 
Shares"), and such other representations and agreements as may be required 
by the Company.  The Exercise Notice shall be signed by the Optionee and 
shall be delivered in person or by certified mail to the Secretary of the 
Company.  The Exercise Notice shall be accompanied, if applicable, by 
payment of the aggregate Exercise Price as to all Exercised Shares.  This 
Option shall be deemed to be exercised upon receipt by the Company of such 
fully executed Exercise Notice accompanied by any applicable aggregate 
Exercise Price.

3.    METHOD OF PAYMENT.  Payment of the aggregate Exercise Price shall be 
by any of the following, or a combination thereof, at the election of the 
Optionee:

    (a)    Cash;

    (b)    Check;

    (c)    In lieu of exercising this Option by delivery of cash or check, 
the Optionee may make a valid Option exercise by electing to receive shares 
equal to the value of this Option (or the portion thereof being canceled) 
by surrendering this Option at the principal office of the Company together 
with the Exercise Notice (a "Net Exercise"), in which event the Company 
shall transfer to the Optionee a number of Shares computed using the 
following formula:

                                        2
Y (A-B)
        X = ---------
                A

Where   X   =   the number of Option Shares to be issued to such Optionee.

        Y   =   the number of Option Shares purchasable by such Optionee 
                under this Option Agreement the rights to which are 
                surrendered pursuant to the Net Exercise.

        A   =   the Fair Market Value of one Option Share (as determined by 
                the average bid and ask price per share of Company Stock as 
                quoted on the OTC Bulletin Board or other national exchange 
                upon which the Company's stock is quoted). 

        B   =   the Exercise Price (as adjusted to the date of such 
                calculation).

4.    REGISTRATION UNDER THE SECURITIES ACT.  

    (a)     Piggy-Back Rights.  If at any time the Company shall propose 
to file with the Securities and Exchange Commission (the "Commission") on 
behalf of the Company or any other stockholder a registration statement 
under the Securities Act, with respect to any class of security (as defined 
in Section 3(a)(10) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act")), other than a registration statement approved by the Board 
of Directors on Form S-4 or S-8, or such amended or alternative form for 
Form S-4 or S-8 as the Commission may from time to time require, the 
Company shall in each case timely notify the Optionee and include in such 
registration statement any or all of the Option Shares as the Optionee may 
request within twenty (20) days after the Company's giving of such notice, 
subject to the conditions set forth herein.  

    (b)    Demand Rights.  Provided that the Company is eligible to file a 
registration statement on Form S-3, if at any time after the date of this 
Agreement the Company shall receive from the Optionee a written request 
that the Company effect a registration on Form S-3 to permit the sale or 
disposition of the Shares, the Company shall file a registration statement 
on Form S-3 as expeditiously as possible covering the Shares.

    (c)    Duties of Company.  In connection with the preparation and 
filing of a registration statement, the Company agrees to (i) use its best 
efforts to cause such registration statement to become and remain 
effective; (ii) furnish to the Optionee such number of copies of a 
prospectus, including a preliminary prospectus, in conformity with the 
requirements of the Securities Act, and such other documents as Optionee 
may reasonably request in order to facilitate the disposition of the 
Shares; and (iii) use its best

                                        3
efforts to register and qualify the shares in such jurisdictions as
shall be identified by the Optionee for the distribution of the
securities covered by the registration statement.

    (d)    Indemnification by Optionee.  To the extent permitted by law, 
Optionee will indemnify and hold harmless the Company, and its directors, 
officers, employees, agents and representatives, as well as its controlling 
persons (within the meaning of the Securities Act) against any losses, 
claims, damages, liabilities, or expenses, including without limitation, 
attorneys' fees and disbursements, which arise out of or are based upon any 
violation by Optionee of the Securities Act, or any rule or regulation 
promulgated thereunder applicable to Optionee or arise out of or are based 
upon any untrue statement of any material fact contained in the 
registration statement, or arise out of or are based upon the omission or 
alleged omission to state therein a material fact required to be stated 
therein or necessary to make the statements therein not misleading, but 
only to the extent that such untrue statement or alleged untrue statement 
or omission, or alleged omission was made in such registration statement in 
reliance upon and in conformity with information furnished by Optionee in 
writing expressly for use in connection with such registration statement.

    (e)    Indemnification by Company.  To the extent permitted by law, 
the Company will indemnify and hold harmless Optionee against any losses, 
claims, damages, liabilities, or expenses, including without limitation 
attorneys' fees and disbursements, to which Optionee may become subject 
under the Securities Act to the extent that such losses, claims, damages or 
liabilities arise out of or are based upon any violation by the Company of 
the Securities Act, or any rule or regulation promulgated thereunder 
applicable to the Company, or arise out of or are based upon any untrue or 
alleged untrue statement of any material fact contained in the registration 
statement, or arise out of or are based upon the omission or alleged 
omission to state therein a material fact required to be stated therein or 
necessary to make the statements therein not misleading, or arise out of 
any violation by the Company of any rule or regulation promulgated under 
the Securities Act applicable to the Company and relating to action or 
inaction required of the Company in connection with such registration 
statement; provided, however, that the indemnity agreement contained in 
this paragraph shall not apply to any loss, damage or liability to the 
extent that same arises out of or is based upon an untrue statement or 
omission made in connection with such registration statement in reliance 
upon and in conformity with information furnished in writing expressly for 
use in connection with such registration statement by Optionee.

    (f)    Undertaking by Optionee.  Optionee undertakes to comply with 
all applicable laws governing the distribution of securities in connection 
with Optionee's sale of the Shares, and to notify the Company of any 
changes in Optionee's plan of distribution so that the Company can sticker 
or amend the registration statement as the Company deems appropriate in its 
sole discretion. 

                                        4
5.    NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in 
any manner other than by will or by the laws of descent or distribution and 
may be exercised during the lifetime of Optionee only by the Optionee.  The 
terms of this Option Agreement shall be binding upon the executors, 
administrators, heirs, successors and assigns of the Optionee.

6.    TERM OF OPTION.  This Option shall be exercised within five (5) years 
from the date hereof, and may be exercised during such term only in 
accordance with the terms of this Option Agreement. 

7.    TERMINATION OF OPTION.  The Option shall terminate under the 
following circumstances:

    (a)    The Option shall terminate on the Expiration Date;

    (b)    The Option shall terminate three months after the Optionee's 
termination of employment;

    (c)    If the Optionee dies before the Option terminates pursuant to 
paragraph 6(a) or 6(b), above, the Option shall terminate on the earlier of 
(i) the date on which the Option would have lapsed had the Optionee lived 
and had his employment status (i.e., whether the Participant was employed 
by the Company on the date of his death or had previously terminated 
employment) remained unchanged; or (ii) 15 months after the date of the 
Optionee's death.  Upon the Optionee's death, any exercisable Options may 
be exercised by the Optionee's legal representative or representatives, by 
the person or persons entitled to do so under the Optionee's last will and 
testament, or, if the Optionee shall fail to make testamentary disposition 
of the Option or shall die intestate, by the person or persons entitled to 
receive said Option under the applicable laws of descent and distribution.

8.    DILUTION PROTECTION.

    (a)    In the event the Company shall (i) declare a dividend on its 
Common Stock in shares of Common Stock or make a distribution in shares of 
Common Stock, (ii) declare a stock split or reverse stock split of its 
outstanding shares of Common Stock, (iii) combine its outstanding shares of 
Common Stock into a smaller number of shares of Common Stock or (iv) issue 
by reclassification of its shares of Common Stock other securities 
(including any such reclassification in connection with a consolidation or 
merger in which the Company or any of  its subsidiaries is the continuing 
corporation), then the number of shares of Common Stock of the Company, 
deliverable to Optionee hereunder and the Exercise Price related thereto 
shall be adjusted so that the Optionee shall be entitled to receive the 
kind and number of shares of Common Stock of the Company which the Optionee 
has the right to receive, upon the happening of any of the

                                        5
events described above, with respect to the shares of the Company Stock
which were otherwise deliverable pursuant hereto. An adjustment made
pursuant to this paragraph shall become effective immediately after the
effective date of such event;

    (b)    Whenever the number of Shares or the Exercise Price of this 
Option is adjusted pursuant to this paragraph, the Company shall promptly 
mail by first class mail, postage prepaid, to Optionee, notice of such 
adjustment or adjustments.

9.    AVAILABILITY OF COMPANY STOCK.  The Company hereby agrees and 
covenants that at all times during the Exercise Period it shall reserve for 
issuance a sufficient number of shares of Common Stock as would be required 
upon full exercise of the rights represented by this Agreement.

10.    NO RIGHT TO EMPLOYMENT.  Nothing in this Agreement shall interfere 
with or limit in any way the right of the Company to terminate the 
Optionee's employment at any time, nor confer upon the Optionee any right 
to continue in the employ of the Company or any Subsidiary.

11.    TAX CONSEQUENCES.  Some of the federal tax consequences relating to 
this Option, as of the date of this Option, are set forth below.  THIS 
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE 
SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE 
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

    (a)    Exercising the Option.  The Optionee may incur regular federal 
income tax liability upon exercise of the Option.  The Optionee will be 
treated as having received compensation income (taxable at ordinary income 
tax rates) equal to the excess, if any, of the Fair Market Value of the 
Exercised Shares on the date of exercise over their aggregate Exercise 
Price.  If the Optionee is an Employee, the Company will be required to 
withhold from his or her compensation or collect from Optionee and pay to 
the applicable taxing authorities an amount equal to a percentage of this 
compensation income at the time of exercise.

    (b)    Disposition of Shares.  If the Optionee holds Shares for at 
least one year, any gain realized on disposition of the Shares will be 
treated as long-term capital gain for federal income tax purposes.

12.    GOVERNING LAW.  This Agreement is governed by the laws of the State 
of North Carolina.

    IN WITNESS WHEREOF, this Agreement is executed this 22nd day of February, 
1996.

                                        6
FLANDERS CORPORATION 

                                              /s/ Robert R. Amerson
                                        By: ___________________________________

                                        OPTIONEE: 

                                              /s/ Steven K. Clark
                                        By: ___________________________________

                                        7
EXHIBIT A

                             FLANDERS CORPORATION

                                EXERCISE NOTICE

Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina  27889 

    1.    EXERCISE OF OPTION.  Effective as of today, __________________, 
199__, the undersigned ("Purchaser") hereby elects to purchase ____ shares (the 
"Shares")  of the Common Stock of Flanders Corporation (the "Company") under and
pursuant to the Stock Option Agreement dated February 22, 1996 (the "Option 
Agreement").  The purchase price for the Shares shall be as set forth in the 
Option Agreement, as adjusted.

    2.    DELIVERY OF PAYMENT.  Purchaser herewith delivers to the Company the 
full purchase price for the Shares (either in cash, check or through a Net 
Exercise as defined in the Option Agreement).

    3.    REPRESENTATIONS OF PURCHASER.  Purchaser acknowledges that Purchaser 
has received, read and understood the Option Agreement and agrees to abide by 
and be bound by its terms and conditions.

    4.    RIGHTS AS SHAREHOLDER.  Until the issuance (as evidenced by the 
appropriate entry on the books of the Company or of a duty authorized transfer 
agent of the Company) of the stock certificate evidencing such Shares, no right 
to vote or receive dividends or any other rights as a shareholder shall exist 
with respect to the Optioned Stock, notwithstanding the exercise of the Option. 
A share certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option.

    5.    TAX CONSULTATION.  Purchaser understands that Purchaser may suffer 
adverse tax consequences as a result of Purchaser's purchase or disposition of 
the Shares.  Purchaser represents that Purchaser has consulted with any tax 
consultants Purchaser deems advisable in connection with the purchase or 
disposition of the Shares and that Purchaser is not relying on the Company for 
any tax advice.

    6.    ENTIRE AGREEMENT.  The Option Agreement is incorporated herein by 
reference.  This Exercise Notice and the Option Agreement constitute the entire 
agreement of the parties and supersede in their entirety all prior undertakings 
and agreements of the Company and Optionee with respect to the subject matter 
hereof.
Submitted by:                               Accepted By:

OPTIONEE:                                   FLANDERS CORPORATION

________________________________        By: ____________________________
Signature    

________________________________        Its: _____________________________
Print Name

Address:

________________________________
EXHIBIT 99.10

                            STOCK OPTION AGREEMENT
              between Flanders Corporation and Robert R. Amerson
                            dated February 22, 1996
Neither this Option nor the Common Stock to be issued upon exercise
hereof, has been registered under the Securities Act of 1993, as amended
(the "Act"), or qualified under any state securities law (the "Law"),
and this Option has been, and the Common Stock to be issued upon
exercise hereof will be, acquired for investment and not with a view to,
or for resale in connection with, any distribution thereof. No such sale
or other disposition may be made without an effective registration
statement under the Act and qualification under the law related thereto
or an opinion of counsel reasonably satisfactory to Flanders Corporation
and its counsel, that said registration and qualifications are not
required under the Act and Law, respectively.

                             FLANDERS CORPORATION

                            STOCK OPTION AGREEMENT

     This stock option (the "Option" or the "Agreement") is being granted 
pursuant to certain resolutions of the Board of Directors of Flanders 
Corporation, dated February 22, 1996.

I.    NOTICE OF STOCK OPTION GRANT

    Optionee:
    Robert R. Amerson

     You have been granted an option to purchase Common Stock of  Flanders 
Corporation (the "Company").  This Option shall be subject to the following 
terms and conditions:

    Date of Grant:                  February 22, 1996
    Exercise Price Per Share:       $  2.50
    Number of Shares:               1,000,000
    Type of Option:                 Non-Qualified
    Expiration Date:                February 22, 2001
    Vesting Schedule:

     This Option shall vest only upon the Company reaching the following 
financial objectives:

    (a)    The acquisition by the Company of Charcoal Services Corporation 
and Tri Dim Filter Corporation or companies of equivalent size, assets and 
revenues; or

    (b)    The Company achieving $75,000,000 of annual revenues as 
determined by the Company's accountants.

II. AGREEMENT

1.  GRANT OF OPTION.  The Company hereby grants to the Optionee named in 
the Notice of Stock Option Grant in Section I of this Agreement, an option 
(the "Option") to purchase the number of shares ("Shares") as set forth in 
Section 1, at the exercise price per share set forth in Section I (the 
"Exercise Price"), subject to the terms and conditions set forth herein.

2.  EXERCISE OF OPTION.

    (a)    Right to Exercise.  This Option is exercisable during its term 
in accordance with the Vesting Schedule set forth in Section 1 and the 
applicable  provisions  of  this Option Agreement.  In the event of 
Optionee's death, disability or other termination of Optionee's employment 
or consulting relationship, the exercisability of the Option is governed by 
the applicable provisions of this Option Agreement.

    (b)    Method of Exercise.  This Option is exercisable by delivery of 
an exercise notice, in the form attached as Exhibit A (the "Exercise 
Notice"), which shall state the election to exercise the Option, the number 
of Shares in respect of which the Option is being exercised (the "Exercised 
Shares"), and such other representations and agreements as may be required 
by the Company.  The Exercise Notice shall be signed by the Optionee and 
shall be delivered in person or by certified mail to the Secretary of the 
Company.  The Exercise Notice shall be accompanied, if applicable, by 
payment of the aggregate Exercise Price as to all Exercised Shares.  This 
Option shall be deemed to be exercised upon receipt by the Company of such 
fully executed Exercise Notice accompanied by any applicable aggregate 
Exercise Price.

3.  METHOD OF PAYMENT.  Payment of the aggregate Exercise Price shall be 
by any of the following, or a combination thereof, at the election of the 
Optionee:

    (a)    Cash;

    (b)    Check;

    (c)    In lieu of exercising this Option by delivery of cash or check, 
the Optionee may make a valid Option exercise by electing to receive shares 
equal to the value of this Option (or the portion thereof being canceled) 
by surrendering this Option at the principal office of the Company together 
with the Exercise Notice (a "Net Exercise"), in which event the Company 
shall transfer to the Optionee a number of Shares computed using the 
following formula:

                                       2
Y (A-B)
        X = ---------
                A

Where   X   =   the number of Option Shares to be issued to such Optionee.

        Y   =   the number of Option Shares purchasable by such Optionee 
                under this Option Agreement the rights to which are 
                surrendered pursuant to the Net Exercise.

        A   =   the Fair Market Value of one Option Share (as determined by 
                the average bid and ask price per share of Company Stock as 
                quoted on the OTC Bulletin Board or other national exchange 
                upon which the Company's stock is quoted). 

        B   =   the Exercise Price (as adjusted to the date of such 
                calculation).

4.  REGISTRATION UNDER THE SECURITIES ACT.  

    (a)     Piggy-Back Rights.  If at any time the Company shall propose 
to file with the Securities and Exchange Commission (the "Commission") on 
behalf of the Company or any other stockholder a registration statement 
under the Securities Act, with respect to any class of security (as defined 
in Section 3(a)(10) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act")), other than a registration statement approved by the Board 
of Directors on Form S-4 or S-8, or such amended or alternative form for 
Form S-4 or S-8 as the Commission may from time to time require, the 
Company shall in each case timely notify the Optionee and include in such 
registration statement any or all of the Option Shares as the Optionee may 
request within twenty (20) days after the Company's giving of such notice, 
subject to the conditions set forth herein.  

    (b)    Demand Rights.  Provided that the Company is eligible to file a 
registration statement on Form S-3, if at any time after the date of this 
Agreement the Company shall receive from the Optionee a written request 
that the Company effect a registration on Form S-3 to permit the sale or 
disposition of the Shares, the Company shall file a registration statement 
on Form S-3 as expeditiously as possible covering the Shares.
 
    (c)    Duties of Company.  In connection with the preparation and 
filing of a registration statement, the Company agrees to (i) use its best 
efforts to cause such registration statement to become and remain 
effective; (ii) furnish to the Optionee such number of copies of a 
prospectus, including a preliminary prospectus, in conformity with the 
requirements of the Securities Act, and such other documents as Optionee 
may reasonably request in order to facilitate the disposition of the 
Shares; and (iii) use its best

                                        3
efforts to register and qualify the shares in such jurisdictions as shall be
identified by the Optionee for the distribution of the securities covered by the
registration statement.

    (d)    Indemnification by Optionee.  To the extent permitted by law, 
Optionee will indemnify and hold harmless the Company, and its directors, 
officers, employees, agents and representatives, as well as its controlling 
persons (within the meaning of the Securities Act) against any losses, 
claims, damages, liabilities, or expenses, including without limitation, 
attorneys' fees and disbursements, which arise out of or are based upon any 
violation by Optionee of the Securities Act, or any rule or regulation 
promulgated thereunder applicable to Optionee or arise out of or are based 
upon any untrue statement of any material fact contained in the 
registration statement, or arise out of or are based upon the omission or 
alleged omission to state therein a material fact required to be stated 
therein or necessary to make the statements therein not misleading, but 
only to the extent that such untrue statement or alleged untrue statement 
or omission, or alleged omission was made in such registration statement in 
reliance upon and in conformity with information furnished by Optionee in 
writing expressly for use in connection with such registration statement.

    (e)    Indemnification by Company.  To the extent permitted by law, 
the Company will indemnify and hold harmless Optionee against any losses, 
claims, damages, liabilities, or expenses, including without limitation 
attorneys' fees and disbursements, to which Optionee may become subject 
under the Securities Act to the extent that such losses, claims, damages or 
liabilities arise out of or are based upon any violation by the Company of 
the Securities Act, or any rule or regulation promulgated thereunder 
applicable to the Company, or arise out of or are based upon any untrue or 
alleged untrue statement of any material fact contained in the registration 
statement, or arise out of or are based upon the omission or alleged 
omission to state therein a material fact required to be stated therein or 
necessary to make the statements therein not misleading, or arise out of 
any violation by the Company of any rule or regulation promulgated under 
the Securities Act applicable to the Company and relating to action or 
inaction required of the Company in connection with such registration 
statement; provided, however, that the indemnity agreement contained in 
this paragraph shall not apply to any loss, damage or liability to the 
extent that same arises out of or is based upon an untrue statement or 
omission made in connection with such registration statement in reliance 
upon and in conformity with information furnished in writing expressly for 
use in connection with such registration statement by Optionee.

    (f)    Undertaking by Optionee.  Optionee undertakes to comply with 
all applicable laws governing the distribution of securities in connection 
with Optionee's sale of the Shares, and to notify the Company of any 
changes in Optionee's plan of distribution so that the Company can sticker 
or amend the registration statement as the Company deems appropriate in its 
sole discretion. 

                                        4
5.  NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in 
any manner other than by will or by the laws of descent or distribution and 
may be exercised during the lifetime of Optionee only by the Optionee.  The 
terms of this Option Agreement shall be binding upon the executors, 
administrators, heirs, successors and assigns of the Optionee.

6.  TERM OF OPTION.  This Option shall be exercised within five (5) years 
from the date hereof, and may be exercised during such term only in 
accordance with the terms of this Option Agreement. 

7.  TERMINATION OF OPTION.  The Option shall terminate under the 
following circumstances:

    (a)    The Option shall terminate on the Expiration Date;

    (b)    The Option shall terminate three months after the Optionee's 
termination of employment;

    (c)    If the Optionee dies before the Option terminates pursuant to 
paragraph 6(a) or 6(b), above, the Option shall terminate on the earlier of 
(i) the date on which the Option would have lapsed had the Optionee lived 
and had his employment status (i.e., whether the Participant was employed 
by the Company on the date of his death or had previously terminated 
employment) remained unchanged; or (ii) 15 months after the date of the 
Optionee's death.  Upon the Optionee's death, any exercisable Options may 
be exercised by the Optionee's legal representative or representatives, by 
the person or persons entitled to do so under the Optionee's last will and 
testament, or, if the Optionee shall fail to make testamentary disposition 
of the Option or shall die intestate, by the person or persons entitled to 
receive said Option under the applicable laws of descent and distribution.

8.  DILUTION PROTECTION.

    (a)    In the event the Company shall (i) declare a dividend on its 
Common Stock in shares of Common Stock or make a distribution in shares of 
Common Stock, (ii) declare a stock split or reverse stock split of its 
outstanding shares of Common Stock, (iii) combine its outstanding shares of 
Common Stock into a smaller number of shares of Common Stock or (iv) issue 
by reclassification of its shares of Common Stock other securities 
(including any such reclassification in connection with a consolidation or 
merger in which the Company or any of  its subsidiaries is the continuing 
corporation), then the number of shares of Common Stock of the Company, 
deliverable to Optionee hereunder and the Exercise Price related thereto 
shall be adjusted so that the Optionee shall be entitled to receive the 
kind and number of shares of Common Stock of the Company which the Optionee 
has the right to receive, upon the happening of any of the

                                        5
events described above, with respect to the shares of the Company Stock which
were otherwise deliverable pursuant hereto. An adjustment made pursuant to this
paragraph shall become effective immediately after the effective date of such
event;

    (b)    Whenever the number of Shares or the Exercise Price of this 
Option is adjusted pursuant to this paragraph, the Company shall promptly 
mail by first class mail, postage prepaid, to Optionee, notice of such 
adjustment or adjustments.

9.  AVAILABILITY OF COMPANY STOCK.  The Company hereby agrees and 
covenants that at all times during the Exercise Period it shall reserve for 
issuance a sufficient number of shares of Common Stock as would be required 
upon full exercise of the rights represented by this Agreement.

10. NO RIGHT TO EMPLOYMENT.  Nothing in this Agreement shall interfere 
with or limit in any way the right of the Company to terminate the 
Optionee's employment at any time, nor confer upon the Optionee any right 
to continue in the employ of the Company or any Subsidiary.

11. TAX CONSEQUENCES.  Some of the federal tax consequences relating to 
this Option, as of the date of this Option, are set forth below.  THIS 
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE 
SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE 
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

    (a)    Exercising the Option.  The Optionee may incur regular federal 
income tax liability upon exercise of the Option.  The Optionee will be 
treated as having received compensation income (taxable at ordinary income 
tax rates) equal to the excess, if any, of the Fair Market Value of the 
Exercised Shares on the date of exercise over their aggregate Exercise 
Price.  If the Optionee is an Employee, the Company will be required to 
withhold from his or her compensation or collect from Optionee and pay to 
the applicable taxing authorities an amount equal to a percentage of this 
compensation income at the time of exercise.

    (b)    Disposition of Shares.  If the Optionee holds Shares for at 
least one year, any gain realized on disposition of the Shares will be 
treated as long-term capital gain for federal income tax purposes.

12. GOVERNING LAW.  This Agreement is governed by the laws of the State 
of North Carolina.

                                        6
IN WITNESS WHEREOF, this Agreement is executed this 22nd day of February, 
1996.

                                        FLANDERS CORPORATION 

                                              /s/ Steven K. Clark
                                        By: ___________________________________ 

                                        OPTIONEE: 

                                              /s/ Robert R. Amerson
                                        By: ___________________________________

                                        7
EXHIBIT A

                             FLANDERS CORPORATION

                                EXERCISE NOTICE

Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina  27889 

    1.    EXERCISE OF OPTION.  Effective as of today, __________________, 
199__, the undersigned ("Purchaser") hereby elects to purchase _________ shares 
(the "Shares")  of the Common Stock of Flanders Corporation (the "Company") 
under and pursuant to the Stock Option Agreement dated February 22, 1996 (the 
"Option Agreement").  The purchase price for the Shares shall be as set forth in
the Option Agreement, as adjusted.

    2.    DELIVERY OF PAYMENT.  Purchaser herewith delivers to the Company the 
full purchase price for the Shares (either in cash, check or through a Net 
Exercise as defined in the Option Agreement).

    3.    REPRESENTATIONS OF PURCHASER.  Purchaser acknowledges that Purchaser 
has received, read and understood the Option Agreement and agrees to abide by 
and be bound by its terms and conditions.

    4.    RIGHTS AS SHAREHOLDER.  Until the issuance (as evidenced by the 
appropriate entry on the books of the Company or of a duty authorized transfer 
agent of the Company) of the stock certificate evidencing such Shares, no right 
to vote or receive dividends or any other rights as a shareholder shall exist 
with respect to the Optioned Stock, notwithstanding the exercise of the Option. 
A share certificate for the number of Shares so acquired shall be issued to the 
Optionee as soon as practicable after exercise of the Option.

    5.    TAX CONSULTATION.  Purchaser understands that Purchaser may suffer 
adverse tax consequences as a result of Purchaser's purchase or disposition of 
the Shares.  Purchaser represents that Purchaser has consulted with any tax 
consultants Purchaser deems advisable in connection with the purchase or 
disposition of the Shares and that Purchaser is not relying on the Company for 
any tax advice.

    6.    ENTIRE AGREEMENT.  The Option Agreement is incorporated herein by 
reference.  This Exercise Notice and the Option Agreement constitute the entire 
agreement of the parties and supersede in their entirety all prior undertakings 
and agreements of the Company and Optionee with respect to the subject matter 
hereof.
Submitted by:                           Accepted By:

OPTIONEE:                               FLANDERS CORPORATION

________________________________        By: ____________________________
Signature    

________________________________        Its: _____________________________
Print Name

Address:

________________________________
EXHIBIT 99.11

                            STOCK OPTION AGREEMENT
               between Flanders Corporation and Steven K. Clark
                              dated June 3, 1996
Neither this Option nor the Common Stock to be issued upon exercise hereof, has
been registered under the Securities Act of 1993, as amended (the "Act"), or
qualified under any state securities law (the "Law"), and this Option has been,
and the Common Stock to be issued upon exercise hereof will be, acquired for
investment and not with a view to, or for resale in connection with, any
distribution thereof. No such sale or other disposition may be made without an
effective registration statement under the Act and qualification under the law
related thereto or an opinion of counsel reasonably satisfactory to Flanders
Corporation and its counsel, that said registration and qualifications are not
required under the Act and Law, respectively.

                             FLANDERS CORPORATION

                            STOCK OPTION AGREEMENT

     This stock option (the "Option" or the "Agreement") is being granted 
pursuant to certain resolutions of the Board of Directors of Flanders 
Corporation, dated June 3, 1996.

I.   NOTICE OF STOCK OPTION GRANT

    Optionee:
    Steven K. Clark  

    You have been granted an option to purchase Common Stock of  Flanders 
Corporation (the "Company").  This Option shall be subject to the following 
terms and conditions:

    Date of Grant:                  June 3, 1996
    Exercise Price Per Share:       $ 7.50
    Number of Shares:               1,000,000
    Type of Option:                 Non-Qualified
    Expiration Date:                June 3, 2001
    Vesting Schedule:

    This Option may be exercised, in whole or in part, subject to the 
terms of this Agreement, at any time after the Date of Grant and prior to 
the Expiration Date. 

II. AGREEMENT

1.  GRANT OF OPTION.  The Company hereby grants to the Optionee named in
the Notice of Stock Option Grant in Section I of this Agreement, an option 
(the "Option") to purchase the number of shares ("Shares") as set forth in 
Section 1, at the exercise price per share set forth in Section I (the 
"Exercise Price"), subject to the terms and conditions set forth herein.

2.  EXERCISE OF OPTION.

    (a)    Right to Exercise.  This Option is exercisable during its term 
in accordance with the Vesting Schedule set forth in Section 1 and the 
applicable  provisions  of  this Option Agreement.  In the event of 
Optionee's death, disability or other termination of Optionee's employment 
or consulting relationship, the exercisability of the Option is governed by 
the applicable provisions of this Option Agreement.

    (b)    Method of Exercise.  This Option is exercisable by delivery of 
an exercise notice, in the form attached as Exhibit A (the "Exercise 
Notice"), which shall state the election to exercise the Option, the number 
of Shares in respect of which the Option is being exercised (the "Exercised 
Shares"), and such other representations and agreements as may be required 
by the Company.  The Exercise Notice shall be signed by the Optionee and 
shall be delivered in person or by certified mail to the Secretary of the 
Company.  The Exercise Notice shall be accompanied, if applicable, by 
payment of the aggregate Exercise Price as to all Exercised Shares.  This 
Option shall be deemed to be exercised upon receipt by the Company of such 
fully executed Exercise Notice accompanied by any applicable aggregate 
Exercise Price.

3.  METHOD OF PAYMENT.  Payment of the aggregate Exercise Price shall be 
by any of the following, or a combination thereof, at the election of the 
Optionee:

    (a)    Cash;

    (b)    Check;

    (c)    In lieu of exercising this Option by delivery of cash or check, 
the Optionee may make a valid Option exercise by electing to receive shares 
equal to the value of this Option (or the portion thereof being canceled) 
by surrendering this Option at the principal office of the Company together 
with the Exercise Notice (a "Net Exercise"), in which event the Company 
shall transfer to the Optionee a number of Shares computed using the 
following formula:

             Y (A-B)
        X = ---------
                A

Where   X   =   the number of Option Shares to be issued to such Optionee.

                                        2
Y   =   the number of Option Shares purchasable by such Optionee 
                under this Option Agreement the rights to which are 
                surrendered pursuant to the Net Exercise.

        A   =   the Fair Market Value of one Option Share (as determined by 
                the average bid and ask price per share of Company Stock as 
                quoted on the OTC Bulletin Board or other national exchange 
                upon which the Company's stock is quoted). 

        B   =   the Exercise Price (as adjusted to the date of such 
                calculation).

4.  REGISTRATION UNDER THE SECURITIES ACT.  

    (a)     Piggy-Back Rights.  If at any time the Company shall propose 
to file with the Securities and Exchange Commission (the "Commission") on 
behalf of the Company or any other stockholder a registration statement 
under the Securities Act, with respect to any class of security (as defined 
in Section 3(a)(10) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act")), other than a registration statement approved by the Board 
of Directors on Form S-4 or S-8, or such amended or alternative form for 
Form S-4 or S-8 as the Commission may from time to time require, the 
Company shall in each case timely notify the Optionee and include in such 
registration statement any or all of the Option Shares as the Optionee may 
request within twenty (20) days after the Company's giving of such notice, 
subject to the conditions set forth herein.  

    (b)    Demand Rights.  Provided that the Company is eligible to file a 
registration statement on Form S-3, if at any time after the date of this 
Agreement the Company shall receive from the Optionee a written request 
that the Company effect a registration on Form S-3 to permit the sale or 
disposition of the Shares, the Company shall file a registration statement 
on Form S-3 as expeditiously as possible covering the Shares.
 
    (c)    Duties of Company.  In connection with the preparation and 
filing of a registration statement, the Company agrees to (i) use its best 
efforts to cause such registration statement to become and remain 
effective; (ii) furnish to the Optionee such number of copies of a 
prospectus, including a preliminary prospectus, in conformity with the 
requirements of the Securities Act, and such other documents as Optionee 
may reasonably request in order to facilitate the disposition of the 
Shares; and (iii) use its best efforts to register and qualify the shares 
in such jurisdictions as shall be identified by the Optionee for the 
distribution of the securities covered by the registration statement.

    (d)    Indemnification by Optionee.  To the extent permitted by law, 
Optionee will indemnify and hold harmless the Company, and its directors, 
officers, employees, agents and representatives, as well as its controlling 
persons (within the meaning of the

                                        3
Securities Act) against any losses, claims, damages, liabilities, or
expenses, including without limitation, attorneys' fees and
disbursements, which arise out of or are based upon any violation by
Optionee of the Securities Act, or any rule or regulation promulgated
thereunder applicable to Optionee or arise out of or are based upon any
untrue statement of any material fact contained in the registration
statement, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to
the extent that such untrue statement or alleged untrue statement or
omission, or alleged omission was made in such registration statement in
reliance upon and in conformity with information furnished by Optionee
in writing expressly for use in connection with such registration
statement.

    (e)    Indemnification by Company.  To the extent permitted by law, 
the Company will indemnify and hold harmless Optionee against any losses, 
claims, damages, liabilities, or expenses, including without limitation 
attorneys' fees and disbursements, to which Optionee may become subject 
under the Securities Act to the extent that such losses, claims, damages or 
liabilities arise out of or are based upon any violation by the Company of 
the Securities Act, or any rule or regulation promulgated thereunder 
applicable to the Company, or arise out of or are based upon any untrue or 
alleged untrue statement of any material fact contained in the registration 
statement, or arise out of or are based upon the omission or alleged 
omission to state therein a material fact required to be stated therein or 
necessary to make the statements therein not misleading, or arise out of 
any violation by the Company of any rule or regulation promulgated under 
the Securities Act applicable to the Company and relating to action or 
inaction required of the Company in connection with such registration 
statement; provided, however, that the indemnity agreement contained in 
this paragraph shall not apply to any loss, damage or liability to the 
extent that same arises out of or is based upon an untrue statement or 
omission made in connection with such registration statement in reliance 
upon and in conformity with information furnished in writing expressly for 
use in connection with such registration statement by Optionee.

    (f)    Undertaking by Optionee.  Optionee undertakes to comply with 
all applicable laws governing the distribution of securities in connection 
with Optionee's sale of the Shares, and to notify the Company of any 
changes in Optionee's plan of distribution so that the Company can sticker 
or amend the registration statement as the Company deems appropriate in its 
sole discretion. 

5.  NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in 
any manner other than by will or by the laws of descent or distribution and 
may be exercised during the lifetime of Optionee only by the Optionee.  The 
terms of this Option Agreement shall be binding upon the executors, 
administrators, heirs, successors and assigns of the Optionee.

                                        4
6.  TERM OF OPTION.  This Option shall be exercised within five (5) years 
from the date hereof, and may be exercised during such term only in 
accordance with the terms of this Option Agreement. 

7.  TERMINATION OF OPTION.  The Option shall terminate under the 
following circumstances:

    (a)    The Option shall terminate on the Expiration Date;

    (b)    The Option shall terminate three months after the Optionee's 
termination of employment;

    (c)    If the Optionee dies before the Option terminates pursuant to 
paragraph 6(a) or 6(b), above, the Option shall terminate on the earlier of 
(i) the date on which the Option would have lapsed had the Optionee lived 
and had his employment status (i.e., whether the Participant was employed 
by the Company on the date of his death or had previously terminated 
employment) remained unchanged; or (ii) 15 months after the date of the 
Optionee's death.  Upon the Optionee's death, any exercisable Options may 
be exercised by the Optionee's legal representative or representatives, by 
the person or persons entitled to do so under the Optionee's last will and 
testament, or, if the Optionee shall fail to make testamentary disposition 
of the Option or shall die intestate, by the person or persons entitled to 
receive said Option under the applicable laws of descent and distribution.

8.  DILUTION PROTECTION.

    (a)    In the event the Company shall (i) declare a dividend on its 
Common Stock in shares of Common Stock or make a distribution in shares of 
Common Stock, (ii) declare a stock split or reverse stock split of its 
outstanding shares of Common Stock, (iii) combine its outstanding shares of 
Common Stock into a smaller number of shares of Common Stock or (iv) issue 
by reclassification of its shares of Common Stock other securities 
(including any such reclassification in connection with a consolidation or 
merger in which the Company or any of  its subsidiaries is the continuing 
corporation), then the number of shares of Common Stock of the Company, 
deliverable to Optionee hereunder and the Exercise Price related thereto 
shall be adjusted so that the Optionee shall be entitled to receive the 
kind and number of shares of Common Stock of the Company which the Optionee 
has the right to receive, upon the happening of any of the events described 
above, with respect to the shares of the Company Stock which were otherwise 
deliverable pursuant hereto.  An adjustment made pursuant to this paragraph 
shall become effective immediately after the effective date of such event;

    (b)    Whenever the number of Shares or the Exercise Price of this 
Option is adjusted pursuant to this paragraph, the Company shall promptly 
mail by first class mail,

                                        5
postage prepaid, to Optionee, notice of such adjustment or adjustments.

9.  AVAILABILITY OF COMPANY STOCK.  The Company hereby agrees and 
covenants that at all times during the Exercise Period it shall reserve for 
issuance a sufficient number of shares of Common Stock as would be required 
upon full exercise of the rights represented by this Agreement.

10. NO RIGHT TO EMPLOYMENT.  Nothing in this Agreement shall interfere 
with or limit in any way the right of the Company to terminate the 
Optionee's employment at any time, nor confer upon the Optionee any right 
to continue in the employ of the Company or any Subsidiary.

11. TAX CONSEQUENCES.  Some of the federal tax consequences relating to 
this Option, as of the date of this Option, are set forth below.  THIS 
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE 
SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE 
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

    (a)    Exercising the Option.  The Optionee may incur regular federal 
income tax liability upon exercise of the Option.  The Optionee will be 
treated as having received compensation income (taxable at ordinary income 
tax rates) equal to the excess, if any, of the Fair Market Value of the 
Exercised Shares on the date of exercise over their aggregate Exercise 
Price.  If the Optionee is an Employee, the Company will be required to 
withhold from his or her compensation or collect from Optionee and pay to 
the applicable taxing authorities an amount equal to a percentage of this 
compensation income at the time of exercise.

    (b)    Disposition of Shares.  If the Optionee holds Shares for at 
least one year, any gain realized on disposition of the Shares will be 
treated as long-term capital gain for federal income tax purposes.

12. GOVERNING LAW.  This Agreement is governed by the laws of the State 
of North Carolina.

IN WITNESS WHEREOF, this Agreement is executed this 3rd day of June, 1996.

                                    FLANDERS CORPORATION

                                        /s/ Robert R. Amerson
                                    By: _____________________________________

                                        6
OPTIONEE:

                                        /s/ Steven K. Clark
                                    By: _____________________________________

                                        7
EXHIBIT A

                             FLANDERS CORPORATION

                                EXERCISE NOTICE

Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina  27889 

    1.    EXERCISE OF OPTION.  Effective as of today, __________________, 
199__, the undersigned ("Purchaser") hereby elects to purchase ___shares (the 
"Shares")  of the Common Stock of Flanders Corporation (the "Company") under and
pursuant to the Stock Option Agreement dated June 3, 1996 (the "Option 
Agreement").  The purchase price for the Shares shall be as set forth in the 
Option Agreement, as adjusted.

    2.    DELIVERY OF PAYMENT.  Purchaser herewith delivers to the Company the 
full purchase price for the Shares (either in cash, check or through a Net 
Exercise as defined in the Option Agreement).

    3.    REPRESENTATIONS OF PURCHASER.  Purchaser acknowledges that Purchaser 
has received, read and understood the Option Agreement and agrees to abide by 
and be bound by its terms and conditions.

    4.    RIGHTS AS SHAREHOLDER.  Until the issuance (as evidenced by the 
appropriate entry on the books of the Company or of a duty authorized transfer 
agent of the Company) of the stock certificate evidencing such Shares, no right 
to vote or receive dividends or any other rights as a shareholder shall exist 
with respect to the Optioned Stock, notwithstanding the exercise of the Option. 
A share certificate for the number of Shares so acquired shall be issued to the 
Optionee as soon as practicable after exercise of the Option.

    5.    TAX CONSULTATION.  Purchaser understands that Purchaser may suffer 
adverse tax consequences as a result of Purchaser's purchase or disposition of 
the Shares.  Purchaser represents that Purchaser has consulted with any tax 
consultants Purchaser deems advisable in connection with the purchase or 
disposition of the Shares and that Purchaser is not relying on the Company for 
any tax advice.

    6.    ENTIRE AGREEMENT.  The Option Agreement is incorporated herein by 
reference.  This Exercise Notice and the Option Agreement constitute the entire 
agreement of the parties and supersede in their entirety all prior undertakings 
and agreements of the Company and Optionee with respect to the subject matter 
hereof.
Submitted by:                           Accepted By:

OPTIONEE:                               FLANDERS CORPORATION

________________________________        By: ____________________________
Signature    

________________________________        Its: _____________________________
Print Name

Address:

________________________________
EXHIBIT 99.12

                            STOCK OPTION AGREEMENT
              between Flanders Corporation and Robert R. Amerson
                               dated June 3, 1996
Neither this Option nor the Common Stock to be issued upon exercise
hereof, has been registered under the Securities Act of 1993, as amended
(the "Act"), or qualified under any state securities law (the "Law"),
and this Option has been, and the Common Stock to be issued upon
exercise hereof will be, acquired for investment and not with a view to,
or for resale in connection with, any distribution thereof. No such sale
or other disposition may be made without an effective registration
statement under the Act and qualification under the law related thereto
or an opinion of counsel reasonably satisfactory to Flanders Corporation
and its counsel, that said registration and qualifications are not
required under the Act and Law, respectively.

                             FLANDERS CORPORATION

                            STOCK OPTION AGREEMENT

     This stock option (the "Option" or the "Agreement") is being granted 
pursuant to certain resolutions of the Board of Directors of Flanders 
Corporation, dated June 3, 1996.

I.  NOTICE OF STOCK OPTION GRANT

    Optionee:
    Robert R. Amerson 

    You have been granted an option to purchase Common Stock of  Flanders 
Corporation (the "Company").  This Option shall be subject to the following 
terms and conditions:

    Date of Grant:                  June 3, 1996
    Exercise Price Per Share:       $ 7.50
    Number of Shares:               1,000,000
    Type of Option:                 Non-Qualified
    Expiration Date:                June 3, 2001
    Vesting Schedule:

    This Option may be exercised, in whole or in part, subject to the 
terms of this Agreement, at any time after the Date of Grant and prior to 
the Expiration Date. 

II. AGREEMENT

1.  GRANT OF OPTION.  The Company hereby grants to the Optionee named in
the Notice of Stock Option Grant in Section I of this Agreement, an option 
(the "Option") to purchase the number of shares ("Shares") as set forth in 
Section 1, at the exercise price per share set forth in Section I (the 
"Exercise Price"), subject to the terms and conditions set forth herein.

2.  EXERCISE OF OPTION.

    (a)    Right to Exercise.  This Option is exercisable during its term 
in accordance with the Vesting Schedule set forth in Section 1 and the 
applicable  provisions  of  this Option Agreement.  In the event of 
Optionee's death, disability or other termination of Optionee's employment 
or consulting relationship, the exercisability of the Option is governed by 
the applicable provisions of this Option Agreement.

    (b)    Method of Exercise.  This Option is exercisable by delivery of 
an exercise notice, in the form attached as Exhibit A (the "Exercise 
Notice"), which shall state the election to exercise the Option, the number 
of Shares in respect of which the Option is being exercised (the "Exercised 
Shares"), and such other representations and agreements as may be required 
by the Company.  The Exercise Notice shall be signed by the Optionee and 
shall be delivered in person or by certified mail to the Secretary of the 
Company.  The Exercise Notice shall be accompanied, if applicable, by 
payment of the aggregate Exercise Price as to all Exercised Shares.  This 
Option shall be deemed to be exercised upon receipt by the Company of such 
fully executed Exercise Notice accompanied by any applicable aggregate 
Exercise Price.

3.  METHOD OF PAYMENT.  Payment of the aggregate Exercise Price shall be 
by any of the following, or a combination thereof, at the election of the 
Optionee:

    (a)    Cash;

    (b)    Check;

    (c)    In lieu of exercising this Option by delivery of cash or check, 
the Optionee may make a valid Option exercise by electing to receive shares 
equal to the value of this Option (or the portion thereof being canceled) 
by surrendering this Option at the principal office of the Company together 
with the Exercise Notice (a "Net Exercise"), in which event the Company 
shall transfer to the Optionee a number of Shares computed using the 
following formula:

             Y (A-B)
        X = ---------
                A

Where   X   =   the number of Option Shares to be issued to such Optionee.

                                        2
Y   =   the number of Option Shares purchasable by such Optionee 
                under this Option Agreement the rights to which are 
                surrendered pursuant to the Net Exercise.

        A   =   the Fair Market Value of one Option Share (as determined by 
                the average bid and ask price per share of Company Stock as 
                quoted on the OTC Bulletin Board or other national exchange 
                upon which the Company's stock is quoted). 

        B   =   the Exercise Price (as adjusted to the date of such 
                calculation).

4.  REGISTRATION UNDER THE SECURITIES ACT.  

    (a)     Piggy-Back Rights.  If at any time the Company shall propose 
to file with the Securities and Exchange Commission (the "Commission") on 
behalf of the Company or any other stockholder a registration statement 
under the Securities Act, with respect to any class of security (as defined 
in Section 3(a)(10) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act")), other than a registration statement approved by the Board 
of Directors on Form S-4 or S-8, or such amended or alternative form for 
Form S-4 or S-8 as the Commission may from time to time require, the 
Company shall in each case timely notify the Optionee and include in such 
registration statement any or all of the Option Shares as the Optionee may 
request within twenty (20) days after the Company's giving of such notice, 
subject to the conditions set forth herein.  

    (b)    Demand Rights.  Provided that the Company is eligible to file a 
registration statement on Form S-3, if at any time after the date of this 
Agreement the Company shall receive from the Optionee a written request 
that the Company effect a registration on Form S-3 to permit the sale or 
disposition of the Shares, the Company shall file a registration statement 
on Form S-3 as expeditiously as possible covering the Shares.
 
    (c)    Duties of Company.  In connection with the preparation and 
filing of a registration statement, the Company agrees to (i) use its best 
efforts to cause such registration statement to become and remain 
effective; (ii) furnish to the Optionee such number of copies of a 
prospectus, including a preliminary prospectus, in conformity with the 
requirements of the Securities Act, and such other documents as Optionee 
may reasonably request in order to facilitate the disposition of the 
Shares; and (iii) use its best efforts to register and qualify the shares 
in such jurisdictions as shall be identified by the Optionee for the 
distribution of the securities covered by the registration statement.

    (d)    Indemnification by Optionee.  To the extent permitted by law, 
Optionee will indemnify and hold harmless the Company, and its directors, 
officers, employees, agents and representatives, as well as its controlling 
persons (within the meaning of the

                                        3
Securities Act) against any losses, claims, damages, liabilities, or expenses,
including without limitation, attorneys' fees and disbursements, which arise out
of or are based upon any violation by Optionee of the Securities Act, or any
rule or regulation promulgated thereunder applicable to Optionee or arise out of
or are based upon any untrue statement of any material fact contained in the
registration statement, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the
extent that such untrue statement or alleged untrue statement or omission, or
alleged omission was made in such registration statement in reliance upon and in
conformity with information furnished by Optionee in writing expressly for use
in connection with such registration statement.

    (e)    Indemnification by Company.  To the extent permitted by law, 
the Company will indemnify and hold harmless Optionee against any losses, 
claims, damages, liabilities, or expenses, including without limitation 
attorneys' fees and disbursements, to which Optionee may become subject 
under the Securities Act to the extent that such losses, claims, damages or 
liabilities arise out of or are based upon any violation by the Company of 
the Securities Act, or any rule or regulation promulgated thereunder 
applicable to the Company, or arise out of or are based upon any untrue or 
alleged untrue statement of any material fact contained in the registration 
statement, or arise out of or are based upon the omission or alleged 
omission to state therein a material fact required to be stated therein or 
necessary to make the statements therein not misleading, or arise out of 
any violation by the Company of any rule or regulation promulgated under 
the Securities Act applicable to the Company and relating to action or 
inaction required of the Company in connection with such registration 
statement; provided, however, that the indemnity agreement contained in 
this paragraph shall not apply to any loss, damage or liability to the 
extent that same arises out of or is based upon an untrue statement or 
omission made in connection with such registration statement in reliance 
upon and in conformity with information furnished in writing expressly for 
use in connection with such registration statement by Optionee.

    (f)    Undertaking by Optionee.  Optionee undertakes to comply with 
all applicable laws governing the distribution of securities in connection 
with Optionee's sale of the Shares, and to notify the Company of any 
changes in Optionee's plan of distribution so that the Company can sticker 
or amend the registration statement as the Company deems appropriate in its 
sole discretion. 

5.    NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in 
any manner other than by will or by the laws of descent or distribution and 
may be exercised during the lifetime of Optionee only by the Optionee.  The 
terms of this Option Agreement shall be binding upon the executors, 
administrators, heirs, successors and assigns of the Optionee.

                                        4
6.    TERM OF OPTION.  This Option shall be exercised within five (5) years 
from the date hereof, and may be exercised during such term only in 
accordance with the terms of this Option Agreement. 

7.    TERMINATION OF OPTION.  The Option shall terminate under the 
following circumstances:

    (a)    The Option shall terminate on the Expiration Date;

    (b)    The Option shall terminate three months after the Optionee's 
termination of employment;

    (c)    If the Optionee dies before the Option terminates pursuant to 
paragraph 6(a) or 6(b), above, the Option shall terminate on the earlier of 
(i) the date on which the Option would have lapsed had the Optionee lived 
and had his employment status (i.e., whether the Participant was employed 
by the Company on the date of his death or had previously terminated 
employment) remained unchanged; or (ii) 15 months after the date of the 
Optionee's death.  Upon the Optionee's death, any exercisable Options may 
be exercised by the Optionee's legal representative or representatives, by 
the person or persons entitled to do so under the Optionee's last will and 
testament, or, if the Optionee shall fail to make testamentary disposition 
of the Option or shall die intestate, by the person or persons entitled to 
receive said Option under the applicable laws of descent and distribution.

8.  DILUTION PROTECTION.

    (a)    In the event the Company shall (i) declare a dividend on its 
Common Stock in shares of Common Stock or make a distribution in shares of 
Common Stock, (ii) declare a stock split or reverse stock split of its 
outstanding shares of Common Stock, (iii) combine its outstanding shares of 
Common Stock into a smaller number of shares of Common Stock or (iv) issue 
by reclassification of its shares of Common Stock other securities 
(including any such reclassification in connection with a consolidation or 
merger in which the Company or any of  its subsidiaries is the continuing 
corporation), then the number of shares of Common Stock of the Company, 
deliverable to Optionee hereunder and the Exercise Price related thereto 
shall be adjusted so that the Optionee shall be entitled to receive the 
kind and number of shares of Common Stock of the Company which the Optionee 
has the right to receive, upon the happening of any of the events described 
above, with respect to the shares of the Company Stock which were otherwise 
deliverable pursuant hereto.  An adjustment made pursuant to this paragraph 
shall become effective immediately after the effective date of such event;

    (b)    Whenever the number of Shares or the Exercise Price of this 
Option is adjusted pursuant to this paragraph, the Company shall promptly 
mail by first class mail,

                                        5
postage prepaid, to Optionee, notice of such adjustment or adjustments.

9.  AVAILABILITY OF COMPANY STOCK.  The Company hereby agrees and 
covenants that at all times during the Exercise Period it shall reserve for 
issuance a sufficient number of shares of Common Stock as would be required 
upon full exercise of the rights represented by this Agreement.

10. NO RIGHT TO EMPLOYMENT.  Nothing in this Agreement shall interfere 
with or limit in any way the right of the Company to terminate the 
Optionee's employment at any time, nor confer upon the Optionee any right 
to continue in the employ of the Company or any Subsidiary.

11. TAX CONSEQUENCES.  Some of the federal tax consequences relating to 
this Option, as of the date of this Option, are set forth below.  THIS 
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE 
SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE 
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

    (a)    Exercising the Option.  The Optionee may incur regular federal 
income tax liability upon exercise of the Option.  The Optionee will be 
treated as having received compensation income (taxable at ordinary income 
tax rates) equal to the excess, if any, of the Fair Market Value of the 
Exercised Shares on the date of exercise over their aggregate Exercise 
Price.  If the Optionee is an Employee, the Company will be required to 
withhold from his or her compensation or collect from Optionee and pay to 
the applicable taxing authorities an amount equal to a percentage of this 
compensation income at the time of exercise.

    (b)    Disposition of Shares.  If the Optionee holds Shares for at 
least one year, any gain realized on disposition of the Shares will be 
treated as long-term capital gain for federal income tax purposes.

12. GOVERNING LAW.  This Agreement is governed by the laws of the State 
of North Carolina.

IN WITNESS WHEREOF, this Agreement is executed this 3rd day of June, 1996.

                                        FLANDERS CORPORATION

                                        By: ___________________________________

                                        6
OPTIONEE:

                                        By: ___________________________________

                                        7
EXHIBIT A

                             FLANDERS CORPORATION

                                EXERCISE NOTICE

Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina  27889 

    1.    EXERCISE OF OPTION.  Effective as of today, __________________, 
199__, the undersigned ("Purchaser") hereby elects to purchase ___ shares (the 
"Shares")  of the Common Stock of Flanders Corporation (the "Company") under and
pursuant to the Stock Option Agreement dated June 3, 1996 (the "Option 
Agreement").  The purchase price for the Shares shall be as set forth in the 
Option Agreement, as adjusted.

    2.    DELIVERY OF PAYMENT.  Purchaser herewith delivers to the Company the 
full purchase price for the Shares (either in cash, check or through a Net 
Exercise as defined in the Option Agreement).

     3.    REPRESENTATIONS OF PURCHASER.  Purchaser acknowledges that Purchaser 
has received, read and understood the Option Agreement and agrees to abide by 
and be bound by its terms and conditions.

    4.    RIGHTS AS SHAREHOLDER.  Until the issuance (as evidenced by the 
appropriate entry on the books of the Company or of a duty authorized transfer 
agent of the Company) of the stock certificate evidencing such Shares, no right 
to vote or receive dividends or any other rights as a shareholder shall exist 
with respect to the Optioned Stock, notwithstanding the exercise of the Option. 
A share certificate for the number of Shares so acquired shall be issued to the 
Optionee as soon as practicable after exercise of the Option.

    5.    TAX CONSULTATION.  Purchaser understands that Purchaser may suffer 
adverse tax consequences as a result of Purchaser's purchase or disposition of 
the Shares.  Purchaser represents that Purchaser has consulted with any tax 
consultants Purchaser deems advisable in connection with the purchase or 
disposition of the Shares and that Purchaser is not relying on the Company for 
any tax advice.

    6.    ENTIRE AGREEMENT.  The Option Agreement is incorporated herein by 
reference.  This Exercise Notice and the Option Agreement constitute the entire 
agreement of the parties and supersede in their entirety all prior undertakings 
and agreements of the Company and Optionee with respect to the subject matter 
hereof.
Submitted by:                           Accepted By:

OPTIONEE:                               FLANDERS CORPORATION

________________________________        By: ____________________________
Signature    

________________________________        Its: _____________________________
Print Name

Address:

________________________________