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                                                                   Exhibit 10.25

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                       MANAGEMENT STOCKHOLDERS' AGREEMENT













                            Dated as of June 16, 2000





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                                TABLE OF CONTENTS

SECTION                                                                     PAGE
-------                                                                     ----

1.    Restrictions on Transfer of Common Stock................................2
      1.1.     General Restriction on Transfer................................2
      1.2.     Permitted Transferees..........................................2

2.    Sales of Common Stock to Company........................................3
      2.1.     The Management Stockholders' Rights............................3
      2.2.     Notice.........................................................3
      2.3.     Payment........................................................3

3.    Company's Rights To Purchase Shares And Cancel Options..................3
      3.1.     Company's Rights...............................................3
      3.2.     Determination of Purchase Price................................4
      3.3.     Notice.........................................................4
      3.4.     Payment........................................................5

4.    Tag-Along and Drag-Along Rights.........................................6
      4.1.     Tag-Along Rights...............................................6
      4.2.     Drag-Along Rights..............................................6

5.    Purchase Price..........................................................6
      5.1.     Appraisal......................................................6
      5.2.     Fair Market Value..............................................7
      5.3.     Notice to Stockholders.........................................8

6.    Prohibited Purchases....................................................8

7.    Involuntary Transfers...................................................9

8.    Intentionally Omitted..................................................10

9.    Termination of Rights and Obligations Under Certain
      Sections/Lock-Up.......................................................10

10.   Stock Certificate Legend...............................................10

11.   Covenant Regarding 83(b) Election......................................11

12.   Amendment and Modification.............................................11

13.   Parties................................................................12
      13.1.    Assignment by Company.........................................12
      13.2.    Assignment Generally..........................................12


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SECTION                                                                     PAGE
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      13.3.    Termination...................................................12
      13.4.    Agreements to Be Bound........................................12

14.   Recapitalizations, Exchanges, etc. Affecting the Common Stock..........13

15.   Transfer of Common Stock...............................................13

16.   Employment by Company..................................................13

17.   Offset.................................................................13

18.   Further Assurances.....................................................13

19.   Governing Law..........................................................13

20.   Invalidity of Provision................................................14

21.   Notices................................................................14

22.   Headings; Execution in Counterpart.....................................15

23.   Effectiveness of Voting Agreements.....................................15

24.   Entire Agreement.......................................................15

25.   Injunctive Relief......................................................15

26.   Defined Terms..........................................................15
      26.1.    Affiliate.....................................................15
      26.2.    Cause.........................................................15
      26.3.    Closing Date..................................................15
      26.4.    Disability....................................................15
      26.5.    Exchange Act..................................................16
      26.6.    Fair Market Value.............................................16
      26.7.    Initial Price.................................................16
      26.8.    Involuntary Transfer..........................................16
      26.9.    Majority Management Stockholders..............................16
      26.10.   Management Stockholder Party..................................16
      26.11.   Merger; Merger Agreement......................................16
      26.12.   Option Excess Price...........................................16
      26.13.   Permitted Assignee............................................16
      26.14.   Person........................................................16
      26.15.   Principal Stockholder.........................................17
      26.16.   Retirement....................................................17
      26.17.   Roll-Over Options.............................................17
      26.18.   Roll-Over Shares..............................................18
      26.19.   Transfer......................................................18
      26.20.   Vested........................................................18


                                       ii


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                       MANAGEMENT STOCKHOLDERS' AGREEMENT

          This MANAGEMENT STOCKHOLDERS' AGREEMENT (this "AGREEMENT"), dated as
of June 16, 2000, by and among Dayton Superior Corporation, an Ohio corporation
("COMPANY"), Odyssey Investment Partners Fund, LP ("ODYSSEY"), and those
employees of Company listed on Schedule A attached hereto (such employees,
together with any persons who subsequently become parties to this Agreement and
each of their respective Permitted Transferees, are referred to herein,
collectively, as the "MANAGEMENT STOCKHOLDERS"). Schedule A shall be updated
from time to time to include each Management Stockholder who becomes a party to
this Agreement after the date hereof. Odyssey and the Management Stockholders
are hereinafter referred to collectively as the "STOCKHOLDERS."

                                    RECITALS

          In connection with that certain Agreement and Plan of Merger, dated as
of January 19, 2000, between Stone Acquisition Corp. ("STONE") and Company, as
amended (such agreement, the "MERGER AGREEMENT" and the merger contemplated
therein, the "MERGER"), as of the date of consummation of the Merger (the
"CLOSING DATE"), each Management Stockholder listed on Schedule B attached
hereto holds certain options to purchase shares of Class A common shares of
Company, without par value (the "COMMON STOCK"), as set forth on Schedule B
attached hereto, which options were held by such Management Stockholder
immediately prior to the Merger and which options shall be exercisable in full
and remain outstanding immediately following the Merger (the "ROLL-OVER
OPTIONS"). Each Roll-Over Option will be subject to the terms of the 2000 Stock
Option Plan of Dayton Superior Corporation, as the same may be amended from time
to time (the "2000 PLAN"), and will remain subject to the terms of any
applicable written option agreement between Company and the applicable
Management Stockholder, as the same may be amended from time to time, and will
be subject to the provisions of this Agreement. In addition, effective as of the
Closing Date, Company is granting to certain employees options to purchase
Common Stock pursuant to the terms of the 2000 Plan and a Stock Option Agreement
between Company and such Management Stockholder, and Company may in the future
grant additional options to purchase Common Stock to certain employees. As used
in this Agreement, "Options" shall mean all options to purchase Common Stock
granted to or held by a Management Stockholder at any time when this Agreement
is in effect (including, where applicable, Roll-Over Options).

          Further, in connection with the Merger, each Management Stockholder
listed on Schedule C hereto holds certain shares of Common Stock, as set forth
on such Schedule C, which stock was by operation of the Merger exchanged for the
same number of Series A Preferred Shares of the Company, without par value, held
by such Management Stockholder immediately prior to the Merger (such stock, the
"ROLL-OVER SHARES;" and together with any shares of Common Stock acquired by
such Management Stockholder upon exercise of Roll-Over Options, the "ROLL-OVER
EQUITY").

          Capitalized terms used herein without definition elsewhere in this
Agreement are defined in Section 26.


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          NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth in this Agreement, and to implement the foregoing, the
parties hereto agree as follows:

                                    AGREEMENT

1.   RESTRICTIONS ON TRANSFER OF COMMON STOCK.

     1.1. GENERAL RESTRICTION ON TRANSFER. No shares of Common Stock now or
hereafter owned by any Management Stockholder nor any interest therein nor any
rights relating thereto may be Transferred, except for (a) Transfers to a
Permitted Transferee pursuant to Section 1.2, (b) sales of shares of Common
Stock to Company pursuant to Section 2 or 3, (c) a pledge of shares of Common
Stock to Company to secure indebtedness of such Management Stockholder owing to
Company or (d) Transfers to a third party pursuant to Section 4.1. Any attempt
to Transfer any shares of Common Stock not in compliance with this Agreement
shall be null and void and neither Company nor any transfer agent shall give any
effect in the Company's stock records to such attempted Transfer.

     1.2. PERMITTED TRANSFEREES.

          (a) TRUST, CORPORATION, PARTNERSHIP, ETC. Subject to Section 13.4,
a Management Stockholder may Transfer any shares of Common Stock or any
interest therein (i) in a Transfer in compliance with applicable federal and
state securities law for estate-planning purposes of such Management
Stockholder, and with the prior written consent of the Compensation Committee
of the Board of Directors of Company (the "COMMITTEE"), which consent shall
not be unreasonably withheld, to (x) a trust under which the distribution of
the shares of Common Stock may be made only to beneficiaries who are such
Management Stockholder, his or her spouse, his or her parents, members of his
or her immediate family or his or her lineal descendants ("PERMITTED FAMILY
MEMBERS"), (y) a corporation the stockholders of which are only Permitted
Family Members or (z) a partnership the partners of which are only Permitted
Family Members or (ii) in case of his or her death, by will or by the laws of
intestate succession, to his or her executors, administrators, testamentary
trustees, legatees or beneficiaries (each such person and entity a "PERMITTED
TRANSFEREE" and collectively, the "PERMITTED TRANSFEREES"); PROVIDED,
HOWEVER, that in each such case, the shares of Common Stock so Transferred
shall be subject to all provisions of this Agreement as though the
transferring Management Stockholder were still the holder of such shares.

          (b) SECURITY AGREEMENTS. Subject to Section 13.4, a Management
Stockholder may pledge any or all shares of Common Stock now or hereafter owned
by him or her or grant a security interest therein to secure indebtedness of
such Management Stockholder owing to a bank or other financial institution
approved by Company so long as such indebtedness was incurred for the purpose of
paying all or part of the purchase price of such shares of Common Stock or for
the purpose of refinancing indebtedness incurred for such purpose, PROVIDED,
HOWEVER, that any transferee pursuant to this Section 1.2(b) shall acquire only
a security interest in such shares of Common Stock entitling such transferee to
the proceeds from any sale of such shares of Common Stock made in compliance
with the terms of this Agreement and any proceeds of any distribution


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to stockholders on account of the stock in any liquidation as a result of any
bankruptcy proceeding or the winding up of affairs of Company, but not title to
such shares of Common Stock or any other rights incident thereto. The pledge
agreements or other related financing agreements of any Management Stockholder
shall be subject to, and acknowledge, the rights of Company and the other
Stockholders set forth herein.

2.   SALES OF COMMON STOCK TO COMPANY.

     2.1. THE MANAGEMENT STOCKHOLDERS' RIGHTS. Subject to all subsections of
this Section 2 and of Section 6, if the employment of a Management Stockholder
with Company or any of its subsidiaries is terminated as a result of (i)
termination by Company or any such subsidiary without Cause or (ii) the death,
Disability or Retirement of such Management Stockholder, such Management
Stockholder and his or her Permitted Transferees shall have the right to sell to
Company, and Company shall have the obligation to purchase, in a single
transaction, from all such Management Stockholder Parties, at their Fair Market
Value, all, but not less than all, shares of Common Stock (including Roll-Over
Equity, where applicable) held by such Management Stockholder Parties that have
been held by one or more of such Management Stockholder Parties for at least six
months as of the date of the notice described in Section 2.2.

     2.2. NOTICE. If any Management Stockholder and his or her Permitted
Transferees desire to sell shares of Common Stock pursuant to Section 2.1, they
shall so notify Company in writing, in a single notice signed by all such
Management Stockholder Parties, not more than 15 months after the effective date
of such Management Stockholder's termination of employment (or such later date
as mutually agreed to by such Management Stockholder and Company) and shall
specify the number of shares of Common Stock each such Management Stockholder
Party owns.

     2.3. PAYMENT.

          Subject to Section 6, payment for shares of Common Stock sold by a
Management Stockholder Party pursuant to Section 2.1 shall be made on or prior
to the date 30 days (or the first business day thereafter if the 30th day is not
a business day) following the date of the receipt by Company of the notice
described in Section 2.2; PROVIDED, HOWEVER, that if such payment is being made
pursuant to Section 5.2(c), then such payment shall be made on or prior to the
date that is 30 days (or the first business day thereafter if the 30th day is
not a business day) following the date of the determination of Fair Market
Value.

3.   COMPANY'S RIGHTS TO PURCHASE SHARES AND CANCEL OPTIONS.

     3.1. COMPANY'S RIGHTS.

          (a) Subject to all subsections of this Section 3 and of Section 6, if
the employment of a Management Stockholder with Company or any of its
subsidiaries is terminated for any reason, Company shall have the right, in a
single transaction at any time during the 15 months following the effective date
of such termination of employment (except as provided in Section 3.1(b)) (i) to
purchase from such Management Stockholder and his or her Permitted


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Transferees, and each such Management Stockholder Party shall have the
obligation to sell to Company, all, but not less than all, of each such
Management Stockholder Party's shares of Common Stock in exchange for the
purchase price set forth in Section 3.2, and (ii) to cancel all, but not less
than all, of each such Management Stockholder Party's Vested Options (or Vested
portion thereof) in exchange for payment of the Option Excess Price, pursuant to
this Section 3.

          (b) Notwithstanding anything to the contrary in this Section 3, in the
event Company or any of its subsidiaries terminates the Management Stockholder's
employment without Cause and the Fair Market Value of a share of Common Stock
determined pursuant to Section 5.2(a) or (c), as applicable, is less than the
Initial Price of any share of Roll-Over Equity held by such Management
Stockholder or his or her Permitted Transferees, Company shall not be entitled
to purchase any Roll-Over Shares or cancel any Roll-Over Options held by such
Management Stockholder Parties until the expiration of the 15-month period
following the date of termination of such Management Stockholder's employment,
and thereafter, in a single transaction at any time during the 6 months
following the expiration of such 15-month period, shall have the right to
purchase all, but not less than all, of each such Management Stockholder Party's
Roll-Over Shares in exchange for the purchase price set forth in Section 3.2 and
to cancel all, but not less than all, of each such Management Stockholder
Party's Roll-Over Options in exchange for payment of the Option Excess Price,
pursuant to this Section 3.

     3.2. DETERMINATION OF PURCHASE PRICE.

          (a) If such Management Stockholder's employment with Company or any of
its subsidiaries is terminated as a result of (i) the termination of employment
by Company or one of its subsidiaries without Cause or (ii) the death,
Disability or Retirement of such Management Stockholder, the purchase price for
shares of Common Stock will be the Fair Market Value of a share of Common Stock.

          (b) If such Management Stockholder's employment with Company or any of
its subsidiaries is terminated as a result of (i) the termination of employment
by Company or one of its subsidiaries for Cause or (ii) the resignation of such
Management Stockholder, the purchase price for each share of Common Stock
(including Roll-Over Shares) will be the lesser of the Fair Market Value of a
share of Common Stock and the Initial Price of such share of Common Stock.

     3.3. NOTICE.

          (a) Subject to Section 3.1(b), if Company desires to purchase shares
of Common Stock from any Management Stockholder Party and/or to cancel Options
held by him, her or it pursuant to Section 3.1(a), it shall so notify each such
Management Stockholder Party not more than 15 months after the effective date of
the termination of such Management Stockholder's employment (or such later date
as mutually agreed to by such Management Stockholder and Company).

          (b) If Company desires to purchase shares of Common Stock from any
Management Shareholder Party and/or to cancel Options held by him, her or it
pursuant to Section 3.1(b), it shall so notify each such Management Stockholder
Party not more than 6



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months after the end of the 15-month period described in Section 3.1(b) (or such
later date as mutually agreed to by such Management Stockholder and Company).


     3.4. PAYMENT.

          (a) Subject to Section 6, payment pursuant to this Section 3 by reason
of an event described in Section 3.2(a) shall be made on or prior to the date 30
days (or the first business day thereafter if the 30th day is not a business
day) following the date of the receipt by such Management Stockholder Party of
Company's notice of such purchase of Common Stock and/or cancellation of Options
pursuant to Section 3.3(a) or (b), as applicable; PROVIDED, HOWEVER, that if
such payment is being made pursuant to Section 5.2(c), then such payment shall
be made on or prior to the date that is 30 days (or the first business day
thereafter if the 30th day is not a business day) following the date of
determination of Fair Market Value.

          (b) Subject to Section 6, and in the sole discretion of the Committee,
payment pursuant to this Section 3 by reason of an event described in Section
3.2(b) shall be made as follows (or on a more accelerated schedule if the
Committee so elects):

              (i) if the date of termination occurs prior to the third
     anniversary of the Closing Date, then one-third of the aggregate purchase
     price of the purchased shares and Option Excess Value shall be paid within
     30 days following each of the third, fourth and fifth anniversaries of the
     Closing Date;

              (ii) if the date of termination occurs on or after the third
     anniversary of the Closing Date and prior to the fourth anniversary of the
     Closing Date, then (x) two-thirds of the aggregate purchase price of the
     purchased shares and Option Excess Value shall be paid within 30 days
     following such fourth anniversary and (y) one-third of such aggregate
     payment amount shall be paid within 30 days following the fifth anniversary
     of the Closing Date;

              (iii) if the date of termination occurs on or after the fourth
     anniversary of the Closing Date and prior to the fifth anniversary of the
     Closing Date, then the aggregate purchase price of the purchased shares and
     Option Excess Value shall be paid within 30 days following such fifth
     anniversary; and

              (iv) if the date of termination occurs on or after the fifth
     anniversary of the Closing Date, then the aggregate purchase price of the
     purchased shares and Option Excess Value shall be paid contemporaneously
     with the surrender of the certificates representing the purchased shares
     and evidence of cancellation of such Options;


PROVIDED, HOWEVER, that if such payment is being made pursuant to
Section 5.2(c), the first payment (or, in the event of payment pursuant
to Section 3.4(b)(iii) or (iv), the payment) shall be made on or prior
to the date that is 30 days (or the first business day thereafter if the
30th day is not a business day) following the date of determination of
Fair Market Value.

          (c) Any payments required to be made by Company under Section 3.4(b)
(other than payments made under the terms of a note issued by Company pursuant
to Section 6)


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shall accrue simple interest at a rate per annum equal to the mid-term
applicable federal rate determined pursuant to Section 1274 of the Code as of
the first day any payment is due on the amounts not paid from the date of the
Notice pursuant to Section 3.3 to the date Company makes such payments. All
payments of interest accrued hereunder (other than interest on any note issued
by Company pursuant to Section 6) shall be paid only at the date or dates of
payment by Company for the shares of Common Stock being purchased.

4.   TAG-ALONG AND DRAG-ALONG RIGHTS.

     4.1. TAG-ALONG RIGHTS. No Principal Stockholder may sell any shares of
Common Stock to one or more third parties if such shares, together with all
shares of Common Stock previously sold by Principal Stockholders to one or more
third parties, would represent more than 25% of the aggregate number of shares
of Common Stock held by the Principal Stockholders immediately after the Closing
Date (as adjusted to reflect any stock dividend, split, reverse split,
combination, recapitalization, reclassification of shares or capital
contributions), UNLESS each Management Stockholder is offered a PRO RATA right
(calculated by reference to the aggregate number of shares of Common Stock held,
and shares of Common Stock underlying Roll-Over Options held, by such Management
Stockholder and his or her Permitted Transferees at the time of such sale) to
participate in such sale for a purchase price per share of Common Stock and on
other terms and conditions not less favorable to such Management Stockholder
than those applicable to the Principal Stockholders. For the purposes of this
Section 4.1, a sale to a "third party" shall not include a sale to any Permitted
Assignee, a sale pursuant to an effective registration statement (a
"REGISTRATION STATEMENT") under the Securities Act of 1933, as amended (the
"SECURITIES ACT") or a sale to the public pursuant to Rule 144 under the
Securities Act.

     4.2. DRAG-ALONG RIGHTS. If any Principal Stockholder proposes to sell to
one or more third parties shares of Common Stock which, together with all shares
of Common Stock previously sold by the Principal Stockholders to one or more
third parties, would represent more than 25% of the aggregate number of shares
of Common Stock held by the Principal Stockholders immediately after the Closing
Date (as adjusted to reflect any stock dividend, split, reverse split,
combination, recapitalization, reclassification of shares or capital
contributions), then, if requested by the Principal Stockholders, each
Management Stockholder Party shall be required to join the Principal
Stockholders in such sale on a PRO RATA basis (calculated by reference to the
aggregate number of shares of Common Stock held by, and shares of Common Stock
underlying Roll-Over Options held by, each Management Stockholder Party at the
time of such sale) for a purchase price per share of Common Stock and on other
terms and conditions not less favorable to each Management Stockholder Party
than those applicable to the Principal Stockholders. For the purposes of this
Section 4.2, a sale to a "third party" shall not include a sale to any Permitted
Assignee or a sale pursuant to a Registration Statement.

5.   PURCHASE PRICE.

     5.1. APPRAISAL. Company shall engage, from time to time, but not less often
than once with respect to every fiscal year commencing with the fiscal year
ending on December 31, 2000, and not later than 90 days after the end of each
fiscal year, an independent valuation consultant or appraiser of recognized
national standing selected by the Compensation Committee (the


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"APPRAISER") to appraise the Fair Market Value of a share of Common Stock as of
the last day of the fiscal year then most recently ended or, at the request of
Company, as of any more recent date (the "APPRAISAL DATE") and to prepare and
deliver a report to Company describing the results of such appraisal (the
"APPRAISAL").

     5.2. FAIR MARKET VALUE.

          (a) The "FAIR MARKET VALUE" of a share of Common Stock determined for
purposes of Section 2 and 3 hereof shall be (i) the fair market value of the
entire Common Stock equity interest of Company taken as a whole, without
additional premiums for control or discounts for minority interests or
restrictions on transfer, divided by (ii) the number of outstanding shares of
Common Stock, calculated on a fully-diluted basis. Except as set forth in
subsections (b), (c) and (d) of this Section 5.2, the Fair Market Value of a
share of Common Stock shall be calculated with reference to the most recent
Appraisal and as of the most recent Appraisal Date prior to the termination of
the relevant Management Stockholder's employment (or as of the first Appraisal
and the first Appraisal Date in the event that such termination occurs prior to
December 31, 2000).

          (b) For the purposes of Section 7, the Fair Market Value of a share of
Common Stock shall be calculated with reference to the most recent Appraisal and
as of the most recent Appraisal Date prior to the date of the Involuntary
Transfer.

          (c) Except as set forth in subsection (d) of this Section 5.2,
beginning with the fiscal year commencing January 1, 2001, if the effective date
of termination of the relevant Management Stockholder's employment is on or
after the first day of the seventh month of any fiscal year, the Fair Market
Value of a share of Common Stock shall equal the sum of (i) the Appraisal
determined as of the most recent Appraisal Date prior to the effective date of
such termination of employment (the PRIOR APPRAISAL DATE") and (ii) the product
of (A) the increase (or decrease) in the Fair Market Value from such Prior
Appraisal Date to the Appraisal Date next following the effective date of such
termination of employment and (B) a fraction, the denominator of which is the
number of days in the period between the Appraisal Dates immediately preceding
and following the effective date of such termination of employment and the
numerator of which is the number of days elapsed from the Prior Appraisal Date
through the effective date of such termination of employment.

          (d) Notwithstanding any provision to the contrary in this Section 5.2,
solely for purposes of Section 2, in the event Company or any of its
subsidiaries terminates a Management Stockholder's employment without Cause and
the Fair Market Value of a share of Common Stock as determined pursuant to
Section 5.2(a) or (c), as applicable and without regard to this Section 5.2(d),
is less than the Initial Price of any share of Roll-Over Equity held by such
Management Stockholder or his or her Permitted Transferees, the purchase price
to be paid by Company upon the purchase of Common Stock pursuant to Section 2.1
shall be (i) the Fair Market Value of a share of Common Stock calculated with
reference to the most recent Appraisal and as of the most recent Appraisal Date
prior to the date of Company's receipt of the notice described in Section 2.2 or
(ii) if the date of the notice described in Section 2.2 is on or after the first
day of the seventh month of any fiscal year, the Fair Market Value shall be
calculated as


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described in Section 5.2(c) as if the date of Company's receipt of such notice
is the effective date of termination of employment of such Management
Stockholder.

     5.3. NOTICE TO STOCKHOLDERS. Promptly after receipt of each Appraisal,
Company shall deliver to each Management Stockholder a copy of the letter as to
value included with the Appraisal.


6.   PROHIBITED PURCHASES. Notwithstanding anything to the contrary herein,
Company shall not be permitted or obligated to purchase any shares of Common
Stock or pay the Option Excess Value for any Options held by any Management
Stockholder Party hereunder to the extent (a) Company is prohibited from making
such payment by applicable law or by any debt instruments or agreements,
including any amendment, renewal, extension, substitution, refinancing,
replacement or other modification thereof (the "FINANCING DOCUMENTS") entered
into by Company in connection with the Merger or thereafter (provided, however,
that Company will use reasonable efforts in negotiating such Financing Documents
to have such repurchases be permitted), (b) a default has occurred under any
Financing Document and is continuing, (c) the making of such payment would, or
in the opinion of the Committee might, result in the occurrence of an event of
default under any Financing Document or create a condition which would, or in
the opinion of the Committee might, with notice or lapse of time or both, result
in such an event of default or (d) the making of such payment would, in the
reasonable opinion of the Committee, be imprudent in view of the financial
condition (present or projected) of Company or the anticipated impact of making
such payment on Company's ability to meet its respective obligations under any
Financing Document. If payments to be made with respect to the purchase of
shares of Common Stock and/or cancellation of Options which Company has the
right or obligation to purchase and cancel on any date exceed the total amount
permitted to be paid on such date pursuant to the preceding sentence (the
"MAXIMUM AMOUNT"), Company shall make payments on such date only up to the
Maximum Amount (and shall not be required to make any payment in excess of the
Maximum Amount) in such amounts as the Committee shall determine in good faith
applying the following order of priority:

          (a) First, payment for the purchase of the shares of Common Stock that
are Roll-Over Shares and cancellation of Roll-Over Options, which shares are
being repurchased and/or which Options are being cancelled by Company by reason
of the Management Stockholder's termination of employment for any reason and, to
the extent that such amount (but for this Section 6) exceeds the Maximum Amount,
such Shares of Roll-Over Equity and Roll-Over Options PRO RATA among all
similarly situated Management Stockholders (on the basis of the aggregate number
of Roll-Over Shares and number of shares of Common Stock underlying Roll-Over
Options held by each such Management Stockholder (and his or her Permitted
Transferees));

          (b) Second, to the extent that the Maximum Amount is in excess of the
amount Company pays pursuant to clause (a) above, payment for the purchase of
the shares of Common Stock and cancellation of Options of all Management
Stockholder Parties whose shares of Common Stock are being purchased and Options
are being cancelled by Company by reason of termination of employment due to
death or Disability and, to the extent that such amount (but for this Section 6)
exceeds the Maximum Amount, such shares of Common Stock and Options



                                       8
<PAGE>

PRO RATA among all similarly situated Management Stockholders (on the basis of
the number of shares of Common Stock and number of shares underlying Options
held by each such Management Stockholder (and his or her Permitted
Transferees));

          (c) Third, to the extent that the Maximum Amount is in excess of the
amount Company pays pursuant to clauses (a) and (b) above, payment for the
purchase of the shares of Common Stock and cancellation of Options of all
Management Stockholder Parties whose shares of Common Stock are being purchased
and Options are being cancelled by Company by reason of termination of
employment without Cause or due to Retirement up to the Maximum Amount and, to
the extent that such amount (but for this Section 6) exceeds the Maximum Amount,
such shares of Common Stock and Options PRO RATA among all similarly situated
Management Stockholders (on the basis of the number of shares of Common Stock
and shares of Common Stock underlying Options held by each such Management
Stockholder (and his or her Permitted Transferees)); and

          (d) Fourth, to the extent the Maximum Amount is in excess of the
amounts Company pays pursuant to clauses (a), (b) and (c) above, the shares of
Common Stock and Options of all other Management Stockholder Parties whose
shares of Common Stock are being purchased and/or Options being cancelled by
Company up to the Maximum Amount and, to the extent that such payments (but for
this Section 6) exceed the Maximum Amount, the shares of Common Stock and
Options held by such Management Stockholder Parties in such order of priority
and in such amounts as the Committee, in its sole discretion, shall in good
faith determine to be appropriate under the circumstances.

          Notwithstanding anything to the contrary contained in this Agreement,
if Company is unable to make any payment when due to any Management Stockholder
Party under this Agreement by reason of this Section 6, Company shall issue a
note to such Management Stockholder Party for the amount of such payment, the
terms of which note shall be acceptable to the lenders party to the Financing
Documents and shall not result in a breach or violation of any of the Financing
Documents. A note issued to a Management Stockholder Party by Company under this
Section 6 shall bear simple interest at a rate per annum equal to the mid-term
applicable federal rate determined pursuant to Section 1274 of the Code as of
the first day any payment is due on the date of such note to the date such
payment is made, and such note will remain outstanding until the earliest
practicable date on which Company is able to make payment therefor. All payments
of interest accrued hereunder shall be paid only at the date of payment by
Company for the shares of Common Stock being purchased and Options being
canceled.

7.   INVOLUNTARY TRANSFERS. In the case of any transfer of title or beneficial
ownership of shares of Common Stock upon default, foreclosure, forfeit, divorce,
court order or otherwise than by a voluntary decision on the part of a
Management Stockholder Party (each, an "INVOLUNTARY TRANSFER"), Company shall
have the right to purchase such shares pursuant to this Section 7. Upon the
Involuntary Transfer of any shares of Common Stock, such Management Stockholder
Party shall promptly (but in no event later than two days after such Involuntary
Transfer) furnish written notice (the "NOTICE") to Company indicating that the
Involuntary Transfer has occurred, specifying the name of the person to whom
such shares have been transferred (the "INVOLUNTARY TRANSFEREE"), giving a
detailed description of the circumstances giving rise to, and stating the


                                       9
<PAGE>

legal basis for, the Involuntary Transfer. Upon the receipt of the Notice, and
for 60 days thereafter, Company shall have the right to purchase, and the
Involuntary Transferee shall have the obligation to sell, all (but not less than
all) of the shares of Common Stock acquired by the Involuntary Transferee for a
purchase price equal to the lesser of (a) the Fair Market Value of such shares
of Common Stock as determined pursuant to the Appraisal as of the most recent
Appraisal Date prior to the date of the Involuntary Transfer and (b) the amount
of the indebtedness or other liability that gave rise to the Involuntary
Transfer plus the excess, if any, of the Initial Price of such shares of Common
Stock over the amount of such indebtedness or other liability that gave rise to
the Involuntary Transfer.

8.   INTENTIONALLY OMITTED

9.   TERMINATION OF RIGHTS AND OBLIGATIONS UNDER CERTAIN SECTIONS/LOCK-UP.

          (a) All rights and obligations pursuant to Sections 1, 2, 3, 4, 5, 7
and 13.4 of this Agreement shall terminate upon the closing of a public offering
pursuant to a Registration Statement (a "REGISTRATION") that covers (together
with prior Registrations) (i) not less than 50% of the outstanding shares of
Common Stock, on a fully-diluted basis or (ii) shares of Common Stock that,
after the closing of such public offering, will be traded on the New York Stock
Exchange, the American Stock Exchange or the National Association of Securities
Dealers Automated Quotation System or any successor to one of the foregoing (a
"QUALIFIED REGISTRATION").

          (b) Each Management Stockholder agrees that, if any shares of Common
Stock (or securities convertible into or exchangeable for Common Stock) are
offered to the public pursuant to an effective Registration Statement, such
Management Stockholder will not effect any public sale or distribution of any
shares of Common Stock not covered by such Registration Statement within 7 days
prior to, or within 180 days after, the effective date of such Registration
Statement, unless otherwise agreed to in writing by the Committee.

10.  STOCK CERTIFICATE LEGEND. A copy of this Agreement shall be filed with the
Secretary of Company and kept with the records of Company. Each certificate
representing shares of Common Stock owned by any Management Stockholder shall
bear upon its face the following legends, as appropriate:

      (i) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
          INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE, AND
          MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
          DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY
          APPLICABLE STATE SECURITIES LAWS UNLESS, IN THE OPINION OF COUNSEL TO
          THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF
          WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH


                                       10
<PAGE>

          OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER
          DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE
          WITH THE ACT, SUCH LAWS AND THE MANAGEMENT STOCKHOLDERS' AGREEMENT
          DATED AS OF JUNE 16, 2000 BY AND AMONG DAYTON SUPERIOR CORPORATION,
          ODYSSEY INVESTMENT PARTNERS FUND, LP AND THOSE EMPLOYEES OF THE
          COMPANY LISTED ON SCHEDULE A ATTACHED THERETO, AS AMENDED FROM TIME TO
          TIME (THE "MANAGEMENT STOCKHOLDERS' AGREEMENT").

     (ii) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
          RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE
          MANAGEMENT STOCKHOLDERS' AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE
          OFFICE OF THE ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE
          HOLDER OF SUCH SHARES UPON WRITTEN REQUEST, WITHIN 5 DAYS OF SUCH
          REQUEST.


    (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
          REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
          PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF EACH CLASS OR
          SERIES OF SHARES AUTHORIZED TO BE ISSUED AND THE QUALIFICATIONS,
          LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND OR RIGHTS."

In addition, certificates representing shares of Common Stock owned by residents
of certain states shall bear any legends required by the laws of such states.

     All stockholders shall be bound by the requirements of such legends. Upon a
Registration that covers any shares of Common Stock held by a Management
Stockholder Party, the certificate representing such registered shares shall be
replaced, at the expense of Company, with certificates not bearing the legends
required by Sections 10(i) and 10(ii).



11.  COVENANT REGARDING 83(b) ELECTION. Each Management Stockholder hereby
covenants and agrees that if he or she makes an election as provided pursuant to
Treasury Regulation 1.83-2 with respect to the Common Stock acquired upon
exercise of his or her Options, he or she will furnish Company with copies of
the forms of election he or she files within 30 days after such exercise of the
Options and with evidence that any such election has been filed in a timely
manner.

12.  AMENDMENT AND MODIFICATION. This Agreement may be amended, modified or
supplemented only by written agreement of Company, Odyssey and the Majority
Management Stockholders. If Company, Odyssey and such Majority Management
Stockholders shall have so


                                       11
<PAGE>

agreed, Company shall notify all other Management Stockholders promptly after
such amendment, modification or supplement shall take effect.


13.  PARTIES.

     13.1. ASSIGNMENT BY COMPANY. Company shall have the right to assign to one
or more Permitted Assignees, and/or the right to cause one or more Permitted
Assignees to assume, all or any portion of its rights and obligations under
Sections 2, 3, and 7, provided that any such assignment or assumption is
accepted by the proposed assignee or assignees. If Company has not exercised its
right to purchase shares of Common Stock pursuant to any such Sections within 20
days of receipt by Company of the letter or notice giving rise to such right
(or, in the case of Section 3, the giving of notice by Company), then Odyssey
shall have the right to require Company to assign such right to one or more
Permitted Assignees. If such right to purchase is assigned to a Permitted
Assignee or Permitted Assignees pursuant to this Section 13.1, such Permitted
Assignee or Permitted Assignees shall be deemed to be Company for purposes of
such purchases under Section 2, 3 or 7, as the case may be.

     13.2. ASSIGNMENT GENERALLY. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, legal representatives, successors and assigns; PROVIDED, that Company
shall not be permitted to assign this Agreement without the consent of Odyssey,
and no Management Stockholder shall be permitted to assign any of his or her
obligations pursuant to this Agreement without the prior written consent of
Odyssey, unless such assignment is in connection with a Transfer explicitly
permitted by this Agreement and, prior to such assignment, such assignee
complies with the requirements of Section 13.4.

     13.3. TERMINATION. Any party to, or person who is subject to, this
Agreement who ceases to own any shares of Common Stock, Options or any interest
therein shall cease to be a party to, or person who is subject to, this
Agreement and thereafter shall have no rights or obligations hereunder;
PROVIDED, HOWEVER, that a Transfer by a Management Stockholder of shares of
Common Stock not explicitly permitted under this Agreement shall not relieve
such Management Stockholder of any of his or her obligations hereunder.

     13.4. AGREEMENTS TO BE BOUND. Notwithstanding anything to the contrary
contained in this Agreement, any Transfer of shares by a Management Stockholder
shall be permitted under the terms of this Agreement only if the transferee (i)
shall agree in writing to be bound by the terms and conditions of this Agreement
pursuant to an instrument of assumption reasonably satisfactory in substance and
form to Company and (ii) shall cause his or her spouse, if any, to execute a
spousal waiver in form and substance satisfactory to the Committee, if such
transferee is an individual who resides in a state with a community property
system. Upon the execution of the instrument of assumption by such transferee
and, if applicable, the spousal waiver by the spouse of such transferee, such
transferee shall be deemed to be a Management Stockholder for all purposes of
this Agreement except that all provisions that relate to termination of
employment of a Management Stockholder and the effects thereof shall continue to
apply to such Management Stockholder transferor and not to such transferee.


                                       12
<PAGE>


14.  RECAPITALIZATIONS, EXCHANGES, ETC. AFFECTING THE COMMON STOCK. Except as
otherwise provided herein, the provisions of this Agreement shall apply to the
full extent set forth herein with respect to (a) the shares of Common Stock and
(b) any and all shares of capital stock of Company or any successor or assign of
Company (whether by merger, consolidation, sale of assets or otherwise) or a
parent company of the Company which may be issued in respect of, in exchange
for, or in substitution for the shares of Common Stock, by reason of any stock
dividend, split, reverse split, combination, recapitalization, reclassification,
merger, consolidation or otherwise. Except as otherwise provided herein, this
Agreement is not intended to confer upon any person, except for the parties
hereto, any rights or remedies hereunder.


15.  TRANSFER OF COMMON STOCK. If at any time Company purchases any shares of
Common Stock pursuant to this Agreement, Company may pay the purchase price
determined under this Agreement for the shares of Common Stock it purchases by
wire transfer of funds or Company check in the amount of the purchase price, and
upon receipt of payment of such purchase price or, pursuant to Section 3.4 or
Section 6, any portion thereof, the selling Management Stockholder Party shall
deliver the certificates representing the number of shares of Common Stock being
purchased in a form suitable for transfer, duly endorsed in blank, and free and
clear of any lien, claim or encumbrance. Notwithstanding anything in this
Agreement to the contrary, Company shall not be required to make any payment for
shares of Common Stock purchased hereunder until delivery to it of the
certificates representing such shares. If Company is purchasing less than all
the shares of Common Stock represented by a single certificate, Company shall
deliver to the selling Management Stockholder a certificate for any unpurchased
shares of Common Stock.

16.  EMPLOYMENT BY COMPANY. Nothing contained in this Agreement (i) obligates
Company or any subsidiary of Company to employ any Management Stockholder in any
capacity whatsoever or (ii) prohibits or restricts Company (or any of its
subsidiaries) from terminating the employment, if any, of any Management
Stockholder at any time or for any reason whatsoever, with or without Cause, and
each Management Stockholder hereby acknowledges and agrees that neither Company
nor any other Person has made any representations or promises whatsoever to any
Management Stockholder concerning his or her employment or continued employment
by Company.

17.  OFFSET. Company shall be permitted to offset and reduce from any amounts
payable to a Management Stockholder and/or his or her Permitted Transferees, the
amount of any indebtedness or other obligation or payment owing to Company by
such Management Stockholder.

18.  FURTHER ASSURANCES. Each party hereto or person subject hereto shall do and
perform or cause to be done and performed all such further acts and things and
shall execute and deliver all such other agreements, certificates, instruments
and documents as any other party hereto or person subject hereto may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.

19.  GOVERNING LAW. This Agreement and the rights and obligations of the parties
hereunder and the persons subject hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Ohio, without giving
effect to the choice of law principles thereof.


                                       13
<PAGE>

20.  INVALIDITY OF PROVISION. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction.

21.  NOTICES. All notices, requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been duly given if (i) delivered personally, (ii)
mailed, certified or registered mail with postage pre-paid, (iii) sent by
next-day or overnight mail or delivery or (iv) sent by facsimile, as follows:

          (a)  If to Company, to it at:

               Dayton Superior Corporation 7777
               Washington Village Drive, Suite 130
               Dayton, Ohio 45459
               Facsimile: (937) 428-6360
               Attention: Corporate Secretary

               with a copy to:

               Odyssey Investment Partners Fund, LP
               280 Park Avenue
               West Tower, 38th Floor
               New York, New York 10017
               Facsimile: (212) 351-7925

              Attention: William Hopkins


          (b)  If to a Management Stockholder, to him or her at the address
               listed on the signature page hereto or as such Management
               Stockholder shall designate to Company in writing, with a copy to
               Odyssey at its address indicated herein.

          (c)  If to Odyssey, to it at:

               Odyssey Investment Partners Fund, LP
               280 Park Avenue
               West Tower, 38th Floor
               New York, New York 10017
               Facsimile: (212) 351-7925
               Attention: William Hopkins

               with a copy to:

               Latham & Watkins
               885 Third Avenue
               New York, New York 10022
               Facsimile: (212) 751-4864
               Attention: Maureen A. Riley, Esq.


                                       14
<PAGE>

or to such other person or address as any party shall specify by notice in
writing to Company in accordance with this Section 21. All such notices,
requests, demands, waivers and other communications shall be deemed to have been
received (w) if by personal delivery, on the day after such delivery, (x) if by
certified or registered mail, on the fifth business day after the mailing
thereof, (y) if by next-day or overnight mail or delivery, on the day delivered,
(z) if by facsimile, on the next day following the day on which such facsimile
was sent, provided that a copy is also sent by certified or registered mail.

22.  HEADINGS; EXECUTION IN COUNTERPART. The headings and captions contained
herein are for convenience only and shall not control or affect the meaning or
construction of any provision hereof. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and
which together shall constitute one and the same instrument.

23.  EFFECTIVENESS OF VOTING AGREEMENTS. Any provision contained herein which
shall be deemed to be a "voting trust" or "voting agreement" (as provided in
Chapter 1701 of the Ohio Revised Code) shall be effective, pursuant to this
Agreement or pursuant to any extension entered into in accordance with such law,
only for so long a period as provided for in such law.

24.  ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings among
the parties with respect to the subject matter contained herein, including,
without limitation, those certain letter agreements and Management Compensation
and Equity Term Sheets dated as of January 19, 2000 by and between Stone
Acquisition Corporation and any Management Stockholder and the provisions
regarding Options set forth in those certain letter agreements pertaining to
enhanced severance benefits dated January 19, 2000 by and between Company and
any Management Stockholder, if any, and it is the understanding of all parties
hereto that any such prior agreement or provision in such prior agreement is
hereby terminated, null and void as of the Closing Date.

25.  INJUNCTIVE RELIEF. The shares of Common Stock cannot readily be purchased
or sold in the open market, and for that reason, among others, Company, Odyssey,
and the Management Stockholders will be irreparably damaged in the event this
Agreement is not specifically enforced. Each of the parties therefore agrees
that in the event of a breach of any provision of this Agreement, the aggrieved
party may elect to institute and prosecute proceedings in any court of competent
jurisdiction to enforce specific performance or to enjoin the continuing breach
of this Agreement. Such remedies shall, however, be cumulative and not
exclusive, and shall be in addition to any other remedy which Company, Odyssey
or the Management Stockholders may have. Each Management Stockholder hereby
irrevocably submits to the non-exclusive jurisdiction of the state and federal
courts in Ohio for the purposes of any suit, action or other proceeding arising
out of or based upon this Agreement or the subject matter hereof. Each
Management Stockholder hereby consents to service of process by mail made in
accordance with Section 21.

26.  DEFINED TERMS. As used in this Agreement, the following terms shall have
the meanings ascribed to them below:



                                       15
<PAGE>


     26.1. AFFILIATE. "Affiliate" shall mean, with respect to any Person, a
Person directly or indirectly, through one or more intermediaries, controlling,
controlled by, or under common control with, such Person, and with respect to
Company, also any entity designated by the Board in which Company or one of its
Affiliates has an interest, and with respect to Odyssey, also any Affiliate of
any partner of Odyssey.


     26.2. CAUSE. The term "Cause," used in connection with the termination of
employment of a Management Stockholder, shall mean a termination of such
Management Stockholder's employment by Company or any of its subsidiaries due to
the Management Stockholder's (i) willful or gross misconduct or material failure
in the performance of his duties and responsibilities to Company, other than any
such failure resulting from such Management Stockholder's Disability, which
misconduct or failure continues beyond 14 days after Company notifies such
Management Stockholder, in writing, of Company's finding of such misconduct or
failure; or (ii) conviction of or plea of guilty or nolo contendre to, a felony,
or a crime involving moral turpitude; or (iii) fraud or personal dishonesty
involving Company's assets.

     26.3. CLOSING DATE. The "Closing Date" is defined in the Recitals hereto.

     26.4. DISABILITY. The termination of the employment of any Management
Stockholder by Company or any of its subsidiaries shall be deemed to be by
reason of a "Disability" if, as a result of such Management Stockholder's
incapacity due to reasonably documented physical or mental illness, such
Management Stockholder shall have been unable for more than six months within
any 12-month period to perform his or her duties with Company or such subsidiary
on a full-time basis and within 30 days after written notice of termination has
been given to such Management Stockholder, such Management Stockholder shall not
have returned to the full-time performance of his or her duties.

     26.5. EXCHANGE ACT. "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.

     26.6. FAIR MARKET VALUE. "Fair Market Value" shall have the meaning set
forth in Section 5.2.

     26.7. INITIAL PRICE. "Initial Price" with respect to a share of Common
Stock means: (a) with respect to a share of Roll-Over Equity, $27.00 and (b)
with respect to all other shares of Common Stock, the purchase price paid
therefor.

     26.8. INVOLUNTARY TRANSFER. "Involuntary Transfer" shall have the meaning
set forth in Section 7.

     26.9. MAJORITY MANAGEMENT STOCKHOLDERS. "Majority Management Stockholders"
as of any date of determination shall mean those Management Stockholders who
then hold 50% or more of the aggregate of all shares of Common Stock then held
of record and beneficially owned by the Management Stockholders.

     26.10. MANAGEMENT STOCKHOLDER PARTY. "Management Stockholder Party" shall
mean any Management Stockholder or Permitted Transferee.


                                       16
<PAGE>

     26.11. MERGER; MERGER AGREEMENT. "Merger" and "Merger Agreement" shall have
the meaning set forth in the Recitals hereto.

     26.12. OPTION EXCESS PRICE. In the event of termination of the Management
Stockholder's employment as described in Section 3.2(a) the "Option Excess
Price" with respect to an Option shall mean the product of (i) the number of
shares of Common Stock subject to such Option and (ii) the excess, if any, of
(x) the Fair Market Value of a share of Common Stock as determined pursuant to
Section 5, over (y) the exercise price applicable to such Option. In the event
of termination of the Management Stockholder's employment as described in
Section 3.2(b), the "Option Excess Price" with respect to an Option shall mean
(a) with respect to Options other than Roll-Over Options, zero and (b) with
respect to Roll-Over Options, the product of (i) the number of shares subject to
such Option and (ii) the excess, if any of (x) $27.00, over (y) the exercise
price applicable to such Option. Notwithstanding the foregoing, if the exercise
price applicable to an Option is equal to or greater than the Fair Market Value
of a share of Common Stock or $27.00, as applicable, the Option Excess Price
shall be zero.

     26.13. PERMITTED ASSIGNEE. A "Permitted Assignee" shall mean, (i) Odyssey
and Odyssey Coinvestors, LLC (together the "ODYSSEY STOCKHOLDERS"), (ii) any
general or limited partner or member of any Odyssey Stockholder (an "ODYSSEY
PARTNER"), (iii) any corporation, partnership, limited liability company or
other entity that is an Affiliate of any Odyssey Stockholder or of any Odyssey
Partner (collectively, the "ODYSSEY AFFILIATES"), (iv) any managing director,
member, general partner, director, limited partner, officer or employee of (a)
any Odyssey Stockholder, (b) any Odyssey Partner or (c) any Odyssey Affiliate,
or the heirs, executors, administrators, testamentary trustees, legatees or
beneficiaries of any of the foregoing Persons referred to in this clause (iv)
(collectively, the "ODYSSEY ASSOCIATES"), (v) any trust, the beneficiaries of
which, or corporation, limited liability company or partnership, the
stockholders, members or general or limited partners of which, include only
Odyssey Stockholders, Odyssey Partners, Odyssey Affiliates, Odyssey Associates,
their spouses or their lineal descendants; and (v) a voting trustee for one or
more Odyssey Stockholders, Odyssey Affiliates, Odyssey Partners or Odyssey
Associates.

     26.14. PERSON. "Person" shall mean an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, governmental authority or other
entity of whatever nature.

     26.15. PRINCIPAL STOCKHOLDER. "Principal Stockholder" shall mean Odyssey
Investment Partners Fund, LP and any of its Permitted Assignees.

     26.16. RETIREMENT. "Retirement" with respect to a Management Stockholder
shall mean the retirement of such Management Stockholder upon or after reaching
the age of 65 or as otherwise defined in a written agreement between Company and
such Management Stockholder.

     26.17. ROLL-OVER OPTIONS. "Roll-Over Options" shall have the meaning
ascribed to such term in the Recitals hereto.


                                       17
<PAGE>

     26.18. ROLL-OVER SHARES. "Roll-Over Shares" shall have the meaning ascribed
to such term in the Recitals hereto.

     26.19. TRANSFER. "Transfer" (or any variation thereof used herein) shall
mean any direct or indirect sale, assignment, mortgage, transfer, pledge,
hypothecation or other disposal.

     26.20. VESTED. "Vested" with respect to an Option, as of any date of
determination, shall mean that portion of such Option that is then Vested and
exercisable.



                            [signature pages follow]



                                       18
<PAGE>



     IN WITNESS WHEREOF, the undersigned has executed this Management
Stockholders' Agreement as of the day and year first written above.

                                      Dayton Superior Corporation

                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                         ---------------------------------------
                                         John A. Ciccarelli


                                         ---------------------------------------
                                         James C. Stewart


                                         ---------------------------------------
                                         Michael C. Deis


                                         ---------------------------------------
                                         William C. Mongole


                                         ---------------------------------------
                                         James W. Fennessy


                                         ---------------------------------------
                                         Scott Wills


                                         ---------------------------------------
                                         Alan F. McIlroy


                                         ---------------------------------------
                                         Mark K. Kaler




                                         ---------------------------------------

                                       19

Management Stockholders' Agreement

<PAGE>



                                         Raymond E. Bartholomae


                                         ---------------------------------------


                                         Jaime Taronji, Jr.


                                         ---------------------------------------
                                         Thomas W. Roehrig


                                         ---------------------------------------
                                         Gregory K. Arnett


                                         ---------------------------------------
                                         Gaylyn B. Betker


                                         ---------------------------------------
                                         Thomas Degnan


                                         ---------------------------------------
                                         Leslie A. Gaines


                                         ---------------------------------------
                                         Rodney Jacobs


                                         ---------------------------------------
                                         Keith Janning


                                         ---------------------------------------
                                         Myron Jornov


                                         ---------------------------------------
                                         Anthony F. Kripp



                                         ---------------------------------------

                                       20

Management Stockholders' Agreement

<PAGE>



                                         ---------------------------------------
                                         Dennis Mallaney


                                         ---------------------------------------
                                         Douglas W. Piar


                                         ---------------------------------------
                                         Lee Randall


                                         ---------------------------------------
                                         John M. Rutherford


                                         ---------------------------------------
                                         Michael A. Barnett


                                         ---------------------------------------
                                         Andrew O. Cannon


                                         ---------------------------------------
                                         Roy L. Edgar


                                         ---------------------------------------
                                         Steve Getz


                                         ---------------------------------------
                                         Richard Hetisimer


                                         ---------------------------------------
                                         William S. Jagger


                                         ---------------------------------------
                                        Keith E. Keller




                                         ---------------------------------------


Management Stockholders' Agreement

                                       21
<PAGE>


                                         ---------------------------------------
                                         Daniel G. Lalowski


                                         ---------------------------------------
                                         Jonathon Paine Jr.


                                         ---------------------------------------
                                         Lloyd A. Rafalsky


                                         ---------------------------------------
                                         Robert R. Roeller


                                         ---------------------------------------
                                         Ardee D. Toppe


                                         ---------------------------------------
                                         Charles L. Webster


                                         ---------------------------------------
                                         Joseph W. Zinck







Management Stockholders' Agreement

                                       22
<PAGE>

                                         Odyssey Coinvestment Partners, LLC



                                         By:
                                            ------------------------------------
                                            Name:
                                            Title




                                         Odyssey Investment Partners Fund, LP
                                           By:  Odyssey Capital Partners, LLC,
                                                its general partner



                                         By:
                                            ------------------------------------
                                            Name:
                                            Title



Management Stockholders' Agreement

                                       23