Exhibit 10.2
                                                       ------------


                            AGREEMENT


          AGREEMENT, dated as of March 6, 1997, between JERICHO
STATE CAPITAL CORP. OF FLORIDA ("JSCCF"), a Florida corporation,
and TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC. ("TASA"), a
Delaware corporation.

                      W I T N E S S E T H :
                      - - - - - - - - - -

          WHEREAS, TASA agrees to retain JSCCF to act as its
investment banker and financial consultant in connection with
TASA's business affairs and JSCCF is willing to undertake to
provide such services as hereinafter fully set forth.

          NOW, THEREFORE, in consideration of the premises
contained herein, the parties agree as follows:

     1.  Term.
         ----

          The term of this Agreement shall be for one (1) year
from the date first written above, which term shall be renewed
automatically for additional one-year terms, unless written
notice to terminate service is received by one party from the
other not less than 30 days before the then expiration of then
applicable term. This Agreement may be canceled at any time for
any reason whatsoever, by either party, by the giving of at least
30 days' prior written notice.

     2.  Nature of Services.
         ------------------

          JSCCF will render assistance and advice to TASA on
matters relating to the growth and financing goals of TASA and in
connection therewith, JSCCF shall:

          (a)  seek to find strategic partners and/or financing
               entities to assist TASA in its projects;

          (b)  attend meetings of TASA's Board of Directors and
               other such meetings when so requested by TASA;

          (c)  make itself available for financial public
               relations and marketing consulting;

          (d)  arrange introductions to various broker/dealers
               who may be interested in knowing more about TASA,
               including its goals and aspirations;

          (e)  attend with TASA whenever possible, all meetings
               with proposed major investors or lenders; and

          (f)  an understanding that JSCCF's work will not
               include any services that constitute the rendering
               of any legal opinions or performance of work that
               is in the ordinary purview of a certified public
               accountant.

          3.   Responsibilities of TASA.
               ------------------------

          TASA shall provide JSCCF with appropriate financial and
business information about TASA as requested by JSCCF.  In
addition, executive officers and directors of TASA shall make
themselves available for personal consultations with JSCCF and
certain third parties, subject to reasonable prior notice,
pursuant to the request of JSCCF.

          4.  Compensation.
              ------------

          JSCCF's fees for the above described services will be
as follows:

          (a)  TASA shall issue one or more Warrants to JSCCF
               providing for the purchase of up to Two Hundred
               Fifty Thousand (250,000) shares of TASA's common
               stock at a purchase price per share equal to the
               closing bid price of TASA's common stock on the
               date of this Agreement.  Such Warrants shall be
               exercisable for a period of five (5) years from
               the date first written above (the "JSCCF
               Warrants").

          (b)  The Warrants may be exercised from time to time,
               in whole or in part, by the Warrant holder by
               giving written notice to TASA.  Such notice shall
               specify the number of shares of common stock with
               respect to which the Warrants are then being
               exercised.  Payment of such shares shall be made
               by cash or check payable to TASA either (A)
               accompanying the notice of exercise, or (B)
               against delivery by TASA of the certificate(s)
               representing the shares pursuant to the exercise.

          (c)  If at any time commencing after the date hereof
               and expiring five (5) years thereafter, TASA
               proposes to register any of its securities under
               the Securities Act of 1933, as amended, it will
               give written notice by registered mail, at least
               thirty (30) days  prior to the filing each of such
               registration statements, to JSCCF and its counsel. 
               If JSCCF or other holders of at least 50% of the
               outstanding JSCCF Warrants and/or securities
               underlying JSCCF Warrants notify TASA within
               twenty (20) days after receipt of any such notice
               of its or their desire to include any such
               securities in such proposed registration
               statement, TASA shall afford JSCCF and such
               holders of JSCCF Warrants and/o shares underlying
               such JSCCF Warrants the opportunity to have any
               such securities registered under such registration
               statement; provided, however, that TASA shall not
                          -----------------
               be obligated to do so more than twice; and
               provided, further, that if any such registration
               -----------------
               relates to a firmly underwritten offering for the
               account of TASA and if the managing underwriter of
               such offering advises TASA in writing that, in its
               opinion, inclusion of such shares as requested by
               JSCCF or the other holders of the JSCCF Warrants
               would adversely affect such offering, then such
               shares shall, to such extent, be excluded from
               such registration, on such basis as TASA shall
               determine to be fair and equitable.

          (d)  In the event that TASA receives equity or debt
               financing, acquires or merges with another entity,
               as a result of JSCCF's efforts and/or
               introductions, TASA will pay JSCCF the following
               finders fee: 5% of the first $1,000,000; 4% of the
               second $1,000,000; 3% of the third $1,000,000; 2%
               of the fourth $1,000,000 and 1% of any
               remuneration received in excess of $4,000,000,
               whether received in cash or in kind.  TASA's
               obligation to pay compensation pursuant to this
               paragraph (d) shall apply to any transaction
               resulting from JSCCF's efforts or introductions
               which is consummated during the term of this
               Agreement or within twelve (12) months following
               the termination of this Agreement.  TASA shall not
               be obligated to compensate JSCCF in accordance
               with this paragraph (d) which is not consummated
               because of default by the other party thereto
               prior to consummation, the failure of any
               conditions precedent to consummation which
               conditions are not within TASA's control, the
               failure of the Board of Directors of TASA to
               approve such transaction or unsatisfactory results
               of a due diligence investigation by TASA.  JSCCF
               shall not be entitled to compensation with respect
               to introductions to individuals, companies or
               other entities with whom TASA has had previous
               contacts or discussions.  JSCCF acknowledges and
               agrees that if TASA receives equity or debt
               financing, acquires or merges with another entity
               as a result of joint efforts between JSCCF and
               Meyers Pollock Robbins, Inc., then TASA shall not
               be required to pay duplicative fees to JSCCF and
               Meyers Pollock Robbins, Inc., and any fees payable
               by TASA pursuant to this Section shall be shared
               by JSCCF and Meyers Pollock Robbins, Inc. in such
               proportions as JSCCF and Meyers Pollock Robbins,
               Inc. shall agree and shall direct TASA in writing. 

          (e)  JSCCF will be reimbursed for all documented
               reasonable out-of-pocket expenses incurred in the
               performance of its responsibilities outlined
               above.  All expenses over $500.00 will be pre-approved
               by TASA.

          5.  Indemnification.
              ---------------

          (a)  TASA shall indemnify JSCCF and its affiliates and
     their respective directors, officers, employees, agents and
     controlling persons (JSCCF and each such other person and
     entity being an "Indemnified Party" for purposes of this
     Section) from and against any and all losses, claims,
     damages and liabilities, jointly or severally, to which such
     Indemnified Party may become subject under any applicable
     federal or state law, or otherwise related to or arising out
     of any transaction contemplated by this Agreement and the
     performance by JSCCF of the services contemplated by this
     Agreement, and shall reimburse each Indemnified Party for
     all reasonable expenses (including reasonable counsel fees
     and expenses) as they are incurred in connection with the
     investigation of, preparation for or defense of, any pending
     or threatened claim or any action or proceeding arising
     therefrom, whether or not such Indemnified Party is a party
     thereto provided that TASA shall not be liable for any of
     the foregoing to the extent they arise from the gross
     negligence or willful misconduct of  the Indemnified Party
     and further provided that such Indemnified Party agrees to
     refund such reimbursed expenses if and to the extent it is
     finally judicially determined that such Indemnified Party is
     not entitled to indemnification.  In the event that the
     foregoing indemnity is unavailable or insufficient to hold
     any Indemnified Party harmless, then TASA shall contribute
     to amounts paid or payable by such Indemnified Party in
     respect of such losses, claims, damages and liabilities in
     such proportion as approximately reflects the relative
     benefits received by, in fault of, TASA and such Indemnified
     Party in connection with the matters as to which such
     losses, claims, damages and liabilities relate and other
     equitable considerations, provided however that nothing in
     this sentence shall be construed as altering or limiting in
     any way the effect of the proviso contained in the
     immediately preceding sentence.

          (b)  JSCCF shall indemnify TASA and its affiliates and
     their respective directors, officers, employees, agents and
     controlling persons (TASA and each such other person and
     entity being an "Indemnified Party" for purposes of this
     Section) from and against any and all losses, claims,
     damages and liabilities, jointly or severally, to which such
     Indemnified Party may become subject under any applicable
     federal or state law, or otherwise related to or arising out
     of any transaction contemplated by this Agreement and the
     performance by TASA of its obligations contemplated by this
     Agreement, and shall reimburse each Indemnified Party for
     all reasonable expenses (including reasonable counsel fees
     and expenses) as they are incurred in connection with the
     investigation, preparation for or defense of any pending or
     threatened claim or any action or proceeding arising
     therefrom, whether or not such Indemnified Party is a party
     thereto provided that JSCCF shall not be liable for any of
     the foregoing to the extent they arise from the gross
     negligence or willful misconduct of the Indemnified Party
     and further provided that such Indemnified Party agrees to
     refund such reimbursed expenses if and to the extent it is
     finally judicially determined that such Indemnified Party is
     not entitled to indemnification.  In the event that the
     foregoing indemnity is unavailable or insufficient to hold
     any Indemnified Party harmless, then JSCCF shall contribute
     to amounts paid or payable by such Indemnified Party in
     respect of such losses, claims, damages and liabilities in
     such proportion as approximately reflects the relative
     benefits received by, in fault of, JSCCF and such
     Indemnified Party in connection with the matters as to which
     such losses, claims, damages and liabilities relate and
     other equitable considerations, provided however that
     nothing in this sentence shall be construed as altering or
     limiting in any way the effect of the proviso contained in
     the immediately preceding sentence.

          6.  Complete Agreement.  This Agreement contains the
              ------------------
entire Agreement between the parties with respect to the contents
hereof and supersedes all prior agreements and understandings
between the parties with respect to such matters, whether written
or oral.  Neither this Agreement, nor any term or provision
hereof may be changed, waived, discharged or amended in any
manner other than by an instrument in writing, signed by the
party against which the enforcement of the change, waiver,
discharge or amendment is sought.

          7.  Binding Effect; Assignment.  This Agreement shall
              --------------------------
be binding upon the parties hereto, their heirs, legal
representatives, successors, and assigns and shall not be
assignable by either party, except under prior written consent by
both parties to this Agreement

          8.  Relationship of  the Parties.
              ----------------------------

          (a)  Nothing in this Agreement shall be construed as
     establishing a partnership or joint venture between the
     parties hereto.  TASA specifically understands that JSCCF is
     acting hereunder as an independent contractor.  JSCCF's
     services hereunder are not exclusive and JSCCF at all times
     shall be free to perform the same or similar services for
     others which shall not be deemed a conflict of interest nor
     a breach of this Agreement, however JSCCF agrees not to
     perform the same or similar services for any company which
     is in direct competition with TASA.

          (b)  TASA acknowledges that neither JSCCF nor any of
     its affiliates is an officer, director or agent of TASA,
     that in rendering advice or recommendations to TASA, JSCCF
     is not and will not be responsible for any management
     decisions on behalf of TASA.  JSCCF acknowledges and agrees
     that JSCCF is not authorized or empowered to commit or bind
     TASA to any recommendation, agreement or course of action. 
     TASA has the sole right, in the exercise of its business
     judgment and discretion, to approve or disapprove of any
     agreement, transaction or commitment introduced by JSCCF.

          9.  Disclosure.  Any financial advice rendered by JSCCF
              ----------
pursuant to this Agreement may not be disclosed publicly in any
manner without the prior written approval of JSCCF.  All non-public
information given to JSCCF by TASA will be treated by
JSCCF as confidential information, and JSCCF agrees not to make
use of such information other than in connection with its
performance of this Agreement, provided, however, that any such
information may be disclosed if required by any court or
governmental or regulatory authority, board or agency.  "Non-public
information" shall not include any information which (i)
is or becomes generally available to the public other than as a
result of a disclosure by JSCCF; (ii) was available to JSCCF
prior to its disclosure to JSCCF by TASA, provided that such
information is not known by JSCCF to be subject to another
confidentiality agreement with another party; or (iii) becomes
available to JSCCF on a non-confidential basis from a source
other than TASA, provided that such source is not bound by a
confidentiality agreement with TASA.

          10.  Miscellaneous.
               -------------

          (a)  All final decisions with respect to consultation,
     advice and services rendered by JSCCF to TASA shall rest
     exclusively with TASA and JSCCF shall not have any right or
     authority to bind TASA to any obligation or commitment.

          (b)  This Agreement shall be governed in accordance
     with the State of New York.

          (c)  Any controversy or claim arising out of or related
     to this Agreement shall be settled by arbitration in
     accordance with the rules and under the auspices of the
     American Arbitration Association; and any arbitration shall
     be conducted in the County of New York in the State of New
     York.


                                   TOUCHSTONE APPLIED SCIENCE 
                                      ASSOCIATES, INC.


                                   By:    /s/  ANDREW L. SIMON
                                      -------------------------
                                        Andrew L. Simon
                                        President


                                   JERICHO STATE CAPITAL CORP.
                                     OF FLORIDA


                                   By:    /s/  RICHARD CHWATT
                                      -------------------------
                                        Richard Chwatt
                                        President