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                                                                    EXHIBIT 10.4


                        AGREEMENT BETWEEN TCI AND PIERRE DESJARDINS

                        Date: July 29, 1996

POSITION:               President And Chief Executive Officer of Total
--------                Containment Inc. (TCI).

DUTIES:                 All of the company's worldwide activities, as well as
------                  those of its subsidiaries, including the hiring of
                        personnel, the development and management of
                        budgets, financing, the development of the future
                        corporate mission, dealings with the board of
                        directors and shareholders, etc.  The person in this
                        position reports directly to the board of directors.

SALARY:                 US$300,000 per year, payable according to the
------                  company's practice as regards salaried executives.

OPTIONS:                Grant of one option to purchase 225,000 shares at
-------                 market price on September 3, 1996, which option
                        may be exercised in whole or in part until September
                        3, 2001, as follows: a first portion of 75,000 shares as
                        of September 3, 1997, a second portion of 75,000
                        shares as of September 3, 1998 and a final portion of
                        75,000 shares as of September 3, 1999, or as of an
                        earlier date under the circumstances described
                        hereinafter.

TERM:                   Except in the event of the voluntary departure or
----                    resignation of Pierre Desjardins, the term of the
                        contract shall be a minimum of three (3) years,
                        beginning September 3, 1996.  This term shall be
                        extended for an additional year upon each anniversary
                        date as of the first anniversary date, unless TCI sends
                        a written note of non-renewal to Pierre Desjardins
                        prior to such anniversary date.

                        Nevertheless, TCI shall be entitled to terminate this
                        contract for cause. TCI shall also be entitled to
                        terminate this contract any time by giving a written
                        notice to Pierre Desjardins, provided that TCI
                        immediately pays to Pierre Desjardins a sum equal to the
                        total salary which TCI would have been obliged to
                        pay to him for the unexpired portion of the term, TCI
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                        continues to pay for the insurance coverage until the
                        end of the unexpired portion of the term, and provided
                        Pierre Desjardins is entitled to exercise all the
                        options which shall have been granted to him in order
                        to purchase all the shares covered by such options, even
                        if the exercise dates or the conditions precedent to
                        such exercise have not yet arrived or occurred, such
                        exercise right to extend for a period of twelve (12)
                        month following the company's notice.

                        The sale of all or a material portion of the business,
                        the amalgamation of TCI with another company, any change
                        of control of TCI or its main shareholder, or the
                        reduction of the duties assigned to Pierre Desjardins
                        may be treated by Pierre Desjardins as a notice of
                        resiliation of the contract by TCI upon Pierre
                        Desjardins simply giving a written confirmation thereof
                        to TCI, in which case the above-mentioned effects shall
                        result.

OTHER MATTERS:           TCI undertakes to provide or pay for the following
-------------            items:

                         -   business expenses in accordance with the usual
                             industry standards for this type of position;

                         -   United States work permit;

                         -   travel between Montreal and TCI;

                         -   lodging in Philadelphia/OAKS;

                         -   car leasing and expenses;

                         -   insurance (life, disability, health,
                             hospitalization, medical care and dental care)
                             providing the same benefits and privileges in the
                             United States as those available to a chief
                             executive officer of a company in Quebec;

                         -   in the event of a relocation: relocation,
                             transportation and brokerage costs; return trip
                             to Montreal;
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                                      -3-

                         -   financial consultant;

                         -   social/business club.


                             DATE:   August 14, 1996


                             /s/ Pierre Desjardins
                             ------------------------------
                             PIERRE DESJARDINS


                             DATE: Aug. 28, 1996


                             /s/ Marcel Dutil
                             -----------------------------
                             TOTAL CONTAINMENT INC.