Exhibit 10.19

                                    AGREEMENT

     WHEREAS,  AMCOL  International  Corporation  (the  "Company")  considers it
essential  and in the best  interests  of the  Company and its  shareholders  to
foster the continued employment of its key management personnel;

     WHEREAS,  Paul G.  Shelton  ("Employee")  is  considered  a key  management
employee,  currently  serving as Senior Vice President,  Chief Financial Officer
and  Treasurer of AMCOL  International  Corporation,  and  President of Ameri-Co
Carriers, Inc. and Nationwide Freight, Inc.

     WHEREAS,  the Company desires to assure the future continuity of Employee's
services  in the event of any  actual or  threatened  "Change  in  Control"  (as
defined in Section 6 below) of the Company.

     IT IS THEREFORE AGREED AS FOLLOWS:

     1. Effect of  Agreement.  This  Agreement  shall be  effective  and binding
immediately upon its execution. However, except as specifically provided herein,
this Agreement shall not alter materially  Employee's  duties and obligations to
the Company and the  remuneration  and benefits  which  Employee may  reasonably
expect to receive from the Company in the absence of a Change in Control.

     2. Employment On and After Change in Control. Provided that the employee is
an employee of the Company immediately prior to a Change in Control, the Company
shall employ Employee, and Employee shall accept such employment, effective upon
such Change in Control for a period of thirty-six  (36) months after said Change
in Control  subject to the terms and conditions  stated herein.  For purposes of
this  paragraph  only,  employment  by a  current  or former  subsidiary  of the
Company,  is the same as  employment  by the  Company  on or  after a Change  in
Control.

     3. Duties After Change in Control.  Employee agrees that during the term of
his employment with the Company after a Change in Control,  he shall perform the
duties  described  herein  and  such  other  duties  for  the  Company  and  its
subsidiaries  consistent  with  his  experience  and  training  as the  Board of
Directors  of the Company  (the  "Board") or the Board's  representatives  shall
determine from time to time, which duties shall be at least  substantially equal
in status, dignity and character to his duties at the date hereof. He shall also
have the title of Senior Vice President,  Chief Financial  Officer and Treasurer
of AMCOL International Corporation,  and President of Americo Carriers, Inc. and
Nationwide  Freight,  Inc.  Employee further agrees to devote his entire working
time and  attention to the business of the Company  and/or its current or former
subsidiaries and use his best efforts to promote such business.
<PAGE>
     4. Compensation Prior to a Change in Control.  Prior to a Change in Control
the Company agrees to pay Employee  compensation  for his services in an amount,
and to provide him with life insurance,  disability,  health and other benefits,
as agreed between Employee and the Company from time to time. For the purpose of
this  Section,  compensation  does not  include  any  bonus  or other  incentive
compensation  plan or stock purchase  plan,  which may vary from year to year at
the discretion of the Company.

     5. Termination of Employment  Prior to a Change in Control.  Employee shall
be entitled to terminate his employment prior to a Change in Control at any time
upon sixty (60) days' prior  written  notice.  The Company  shall be entitled to
terminate Employee's employment at any time prior to a Change in Control with or
without  cause upon sixty (60) days'  prior  written  notice (or the  payment of
salary in lieu  thereof).  This  Section  shall not be  construed  to reduce any
accrued  benefits  payable in  connection  with any  termination  of  Employee's
employment prior to a Change in Control.

     Nothing  expressed or implied in this  Agreement  shall create any right or
duty on the part of the  Company  or  Employee  to have  Employee  remain in the
employment of the Company prior to a Change in Control.

     6. Termination of Employment On or After a Change in Control.

          (a) For purposes of this  Agreement the term "Change in Control" means
     the change in the legal or beneficial  ownership of fifty-one percent (51%)
     of the shares of the Company's common stock within a six-month period other
     than by death or operation of law, or the sale of ninety  percent  (90%) or
     more of the Company's  aggregate assets within a six-month period.  Sale of
     the Company's  stock in a subsidiary or a subsidiary's  assets shall not be
     considered a Change in Control.

          (b)  Employee's  employment  on and after a Change in  Control  may be
     terminated  with just  cause by the  Company at any time upon not less than
     ten (10) days' prior written notice. Prior to termination for just cause on
     and after a Change in  Control,  the Board of  Directors  shall by majority
     vote  have  declared  that   Employee's   termination  is  for  just  cause
     specifically stating the basis for such determination.  In the event such a
     termination occurs, the provisions of Section 9(a) shall apply.

          Employee's  employment  may be  terminated  on or  after a  Change  in
     Control  without  just  cause  pursuant  to  the  constructive  termination
     procedures  described  in  the  next  paragraph  or by the  Company  giving
     Employee not less than thirty (30) days' prior written notice. In the event
     Employee's employment is terminated pursuant to the preceding sentence:

               (i) the provisions of Section 9(b) below shall apply; and
<PAGE>
               (ii)  although   Employee's   employment  term  shall  be  deemed
          terminated  at the end of such  notice  period  (or,  in the case of a
          constructive  termination  described in the next paragraph,  as of the
          date  Employee  notifies  the  Company  of  such  termination),   such
          termination  shall  in no way  affect  the term of this  Agreement  or
          Employee's duties or other obligations.

          For purposes of this Section  6(b),  Employee  shall be  considered as
     having been  terminated  by the Company on or after a Change in Control for
     other than just cause  provided  that he has notified the Company of any of
     the following within thirty (30) days of the occurrence thereof:

               (i) the  assignment  to Employee of any duties of lesser  status,
          dignity  and  character  than  his  duties  immediately  prior  to the
          effective date of the Change in Control or a substantial  reduction in
          the  nature  or status of his  responsibilities  from  those in effect
          immediately prior to the effective date of the Change in Control;

               (ii)  a  post-Change  in  Control  reduction  by the  Company  in
          Employee's annual base salary or bonus or incentive plan (as in effect
          immediately prior to the effective date of the Change in Control);

               (iii) relocation of Employee's office to a location which is more
          than 50 miles from the location in which  Employee  principally  works
          for the Company  immediately prior to the effective date of the Change
          in Control;  the  relocation of the  appropriate  principal  executive
          office  of  the  Company  or  the  Company's   operating  division  or
          subsidiary for which  Employee  performed the majority of his services
          for the  Company  during the year prior to the  effective  date of the
          Change in Control  to a location  which is more than 50 miles from the
          location of such office  immediately  prior to such date; or his being
          required by the Company,  in order to perform duties of  substantially
          equal  status,  dignity and  character  to those  duties he  performed
          immediately  prior to the effective date of the Change in Control,  to
          travel on the Company's  business to a  substantially  greater  extent
          than is consistent  with his business  travel  obligations  as of such
          date; or
<PAGE>
               (iv) the failure of the  Company to continue to provide  Employee
          with benefits  substantially  equivalent to those enjoyed by him under
          any of the Company's life insurance,  medical,  health and accident or
          disability plans in which he was  participating  immediately  prior to
          the effective date of the Change in Control,  the taking of any action
          by the Company which would  directly or indirectly  materially  reduce
          any of such  benefits or deprive him of any  material  fringe  benefit
          enjoyed by him  immediately  prior to effective  date of the Change in
          Control,  or the  failure of the  Company to provide him with at least
          the number of paid  vacation days to which he is entitled on the basis
          of years of service  under the  Company's  normal  vacation  policy in
          effect  immediately  prior  to the  effective  date of the  Change  in
          Control.

               (v) the  elimination  of the title of Sr.  Vice-President  of the
          Company alone does not constitute a termination for those  individuals
          that remain presidents of subsidiaries.

          (c) In the event  Employee's  employment  is  terminated on or after a
     Change in Control in any manner not described in Section 6(b) above:

               (i) the  provisions  of Section 9(b) shall not apply and Employee
          shall instead receive the sums and benefits described in Section 9(a);
          and

               (ii) such  termination  shall in no way  affect  the term of this
          Agreement or Employee's duties or other obligations.

          (d)  Any   termination   of  employment  of  Employee   following  the
     commencement  of any  discussions by a shareholder or group of shareholders
     owning  legally or  beneficially  more than 20% of the  common  stock or an
     officially designated representative of the Board of Directors with a third
     party that  results  within 180 days in a Change in Control  shall  (unless
     such termination is for just cause or wholly unrelated to such discussions)
     be deemed to be a termination  of Employee on and after a Change in Control
     for purposes of this Agreement.

     7. Notice of  Termination.  Any  termination by the Company or assertion of
termination by Employee shall be  communicated  by written notice of termination
to the other party at the following address:
<PAGE>
                                    AMCOL International Corporation
                                    One North Arlington
                                    1500 West Shure Drive
                                    Arlington Heights, IL 60004
                                    Attn: Chief Executive Officer

     8. Disability.  If as a result of Employee's  incapacity due to physical or
mental  illness,  he shall have been absent from his duties with the Company for
one hundred  eighty (180) days within any  twelve-(l2)-consecutive-month  period
and within thirty (30) days after written  notice of the Company's  intention to
terminate  his  employment  is given,  Employee  shall not have  returned to the
performance of his duties with the Company  substantially  on a full-time basis,
the  Company  may  terminate  his  employment  for  disability.  This  shall not
constitute a  termination  for the purposes of  obtaining  benefits  pursuant to
Section 9.

     9. Benefits Upon  Termination And Leave Of Employment On or After Change in
the Control.

          (a) If Employee is  terminated  for just cause on or after a Change in
     Control, he shall only receive the accrued sums and benefits payable to him
     through the date he is  terminated;  the  provisions  of Section 9(b) below
     shall not be  applicable  in such case and  Employee  shall not receive (or
     shall cease receiving) the payments and benefits described in Section 9(b).

          (b)  Subject to  Employee's  compliance  with the  provisions  of this
     Agreement,  if  Employee is  terminated  during the  thirty-six  (36) month
     period beginning on and continuing after a Change in Control other than for
     just  cause  (either  at the  discretion  of the  Company's  management  or
     constructively  by the  operation  of  Section  6),  he shall  receive  the
     following  payments  and  benefits  in lieu of any other  sums or  benefits
     otherwise, including severance or severance benefit payments payable to him
     by the Company.  Any payments in accordance  with any special  retention or
     non-competition  agreements, if any, shall be made in accordance with their
     terms.

               (i) all then accrued pay,  benefits,  executive  compensation and
          fringe  benefits,  including  (but not  limited to) pro rata bonus and
          incentive plan earnings;

               (ii)  medical,   health  and   disability   benefits   which  are
          substantially  similar to the benefits the Company is providing him as
          of the date his  employment is  terminated  for a period of thirty-six
          (36) months thereafter; and

               (iii)  one  dollar  less than  three  (3)  times his base  period
          compensation.
<PAGE>

          The  foregoing  payments  and  benefits  shall be deemed  compensation
     payable  for the  duties  to be  performed  by  Employee  pursuant  to this
     Agreement.  For purposes of this  Agreement,  (A)  Employee's  "base period
     compensation" is the average annual "compensation" (as defined below) which
     was  includable  in his gross  income for his base period  (i.e.,  his most
     recent five taxable years ending before the date of the Change in Control);
     and (B) if  Employee's  base period  includes a short  taxable year or less
     than all of a  taxable  year,  compensation  for such  short or  incomplete
     taxable year shall be  annualized  before  determining  his average  annual
     compensation  for  the  base  period.  (In  annualizing  compensation,  the
     frequency with which payments are expected to be made over an annual period
     shall be taken into account.  Thus, any amount of  compensation  for such a
     short or incomplete  taxable year that  represents a payment that would not
     be made more than once per year shall not be  annualized).  For purposes of
     Section 9(iii) and the definitions  pertaining to said Section,  Employee's
     "compensation" is the compensation  which was payable to him by the Company
     or a related entity determined  without regard to the following Sections of
     the Internal Revenue Code of 1986, as amended (the "Code"):  125 (cafeteria
     plans),  402(a)(8)  (cash  or  deferred  arrangements),  and in the case of
     employer  contributions  made  pursuant  to a salary  reduction  agreement,
     403(b) (tax sheltered annuities).

          Except for the benefits  described in Section 9(b)(ii) above, the sums
     due  pursuant to this  Section 9(b) shall be paid in up to three (3) annual
     installments  commencing  thirty (30) days after the sums become due. If on
     or after the date any payment becomes due hereunder the Company at any time
     has a funded  debt-to-total  capitalization  ratio which  equals or exceeds
     1.1,  the  Company  shall  secure  its  payment  of  the  remaining  annual
     installments with a letter of credit or other security  instrument as shall
     be  reasonably  acceptable  to  Employee.  Such  letter  of credit or other
     security instruments shall provide Employee with the ability to receive the
     remaining  installment(s)  only if his payment is delinquent.  All sums due
     shall be subject to  appropriate  withholding  and statutory  requirements.
     Employee  shall not be  required  to  mitigate  the  amount of any  payment
     provided for in this Section 9(b) by seeking other employment or otherwise.
     Notwithstanding  anything stated in this Section 9(b) to the contrary,  the
     Company shall not be required to provide medical,  health and/or disability
     benefits to the extent such benefits would duplicate  benefits  received by
     Employee in connection with his employment with any new employer.

          Notwithstanding  anything stated in this Agreement to the contrary, if
     the  amounts  which are  payable  and the  benefits  which are  provided to
     Employee under this Agreement, either alone or together with other payments
     which  Employee  has a right  to  receive  from the  Company  or any of its
     affiliates,  would  constitute  a  "parachute  payment" (as defined in Code
     Section 280G), such amounts and benefits shall be reduced, as necessary, to
     the  largest  amount  as will  result in no  portion  of said  amounts  and
     benefits  being either not  deductible  as a result of Code Section 280G or
     subject to the excise tax imposed by Code Section
<PAGE>
     4999.  The  determination  of any  reduction  in said  amounts and benefits
     pursuant  to the  foregoing  proviso  shall be made by the  Company in good
     faith, and such determination  shall be conclusive and binding on Employee.
     The amounts  provided to Employee under this Agreement in connection with a
     Change in Control, if any, shall be deemed allocated to such amounts and/or
     benefits to be paid and/or  provided as the Company's Board of Directors in
     its sole discretion shall determine.

     10.  Special   Situations.   The  parties   recognize  that  under  certain
circumstances  a Change in  Control  may occur  under  conditions  which make it
inappropriate for Employee to receive the termination benefits or protection set
forth in this Agreement. Therefore, in the event that a Change in Control occurs
for any one of the  following  reasons,  the  provisions  of Sections 2, 6 and 9
shall not apply:

          (a) the purchase of more than fifty  percent (50%) of the stock of the
     Company by an employee  stock  ownership plan or similar  employee  benefit
     plan of which Employee is a participant;

          (b) the  purchase  of more than  fifty  percent  (50%) of the stock or
     ninety percent (90%) of the assets of the Company by a group of individuals
     or entities  including  Employee as a member or participant,  including but
     not limited to those  transactions  commonly  known as a leveraged or other
     forms of management buy-outs; or

          (c) A  transaction  or series of  transactions  involving the Company,
     whether by way of a merger, exchange, sale or other method, where the party
     ultimately  acquiring  the  Company's  bentonite  business  offers  to  the
     Company's  shareholders  the opportunity to buy shares of its capital stock
     as part of the transaction.

          11.  Dispute.  Any  dispute  arising  under  this  Agreement  shall be
     promptly   submitted  to  arbitration  under  the  Rules  of  the  American
     Arbitration Association. An arbitrator is to be mutually agreed upon by the
     parties  or  upon  failure  of   agreement,   designated  by  the  American
     Arbitration Association.

          12. Other Agreements. Except to the extent expressly set forth herein,
     this Agreement  shall not modify or lessen any benefit or  compensation  to
     which  Employee is entitled  under any agreement  between  Employee and the
     Company  or  under  any  plan   maintained  by  the  Company  in  which  he
     participates or  participated.  Benefits or  compensation  shall be payable
     thereunder,  if at all, according to the terms of the applicable plan(s) or
     agreement(s).  The terms of this  Agreement  shall  supersede  any existing
     agreement  between  Employee  and the  Company  executed  prior to the date
     hereof to the  extent any such  Agreement  is  inconsistent  with the terms
     hereof.  Payments  pursuant to this  Agreement are in lieu of any severance
     payments.
<PAGE>
          13.  Successors;  Binding  Agreement.  The  Company  will  require any
     successor (whether direct or indirect by purchase, merger, consolidation or
     otherwise, to all or substantially all of the business and/or assets of the
     Company) to  expressly  assume and agree to perform  this  Agreement in the
     same manner and to the same  extent  that the Company  would be required to
     perform it if no such succession had taken place.

          This  Agreement  shall inure to the benefit of and be  enforceable  by
     Employee's personal or legal  representatives,  executors,  administrators,
     successors, heirs, distributees, devisees and legatees.

          14.  Miscellaneous.  This  Agreement may not be modified or discharged
     unless such waiver,  modification  or discharge is agreed to in writing and
     signed by Employee and such officers of the Company as may be  specifically
     designated  by its Board for that  purpose.  Except for any failure to give
     the thirty (30) day notice  described in Section 6(b) above, the failure of
     either  party to this  Agreement to object to any breach by the other party
     or the  non-breaching  party's  conduct  or conduct  forbearance  shall not
     constitute a waiver of that party's  rights to enforce this  Agreement.  No
     waiver by either  party hereto at any time of any breach by the other party
     hereto of, or compliance with, any condition or provision of this Agreement
     to be  performed  by such  other  party  shall be  deemed  a waiver  of any
     subsequent  breach  by  such  other  party  or any  similar  or  dissimilar
     provisions or  conditions  at the same or any prior or subsequent  time. No
     agreements or representations,  oral or otherwise, express or implied, with
     respect to the subject  matter  hereof have been made by either party which
     are  not   expressly   set   forth  in  this   Agreement.   The   validity,
     interpretation,  construction  and  performance of this Agreement  shall be
     governed by the laws of the State of Illinois.

          15.  Survival.  The  obligations  of the parties under this  Agreement
     shall survive the term of this Agreement.

          16. Term of Agreement.  The term of this  Agreement  shall commence on
     September 18, 2000 and end on September 17, 2003; provided,  however,  that
     in the event Employee's employment is terminated while this Agreement is in
     force,  this  Agreement  shall  terminate  when  the  Company  has made all
     payments to Employee required by Section 9 hereof and Employee has complied
     with the duties and obligations described herein.


Date:  September 20, 2000


EMPLOYEE                                        AMCOL INTERNATIONAL CORPORATION

 /s/ Paul G. Shelton                            By       _/s/ Larry Washow
Paul G. Shelton                                 Its:     President