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                                                                   Exhibit 10.4

                                         February 5, 2001

PMD Group Inc.
9911 Brecksville Road
Cleveland, Ohio  44141

Dear Sir/Madam:

This letter confirms our understanding that PMD Group Inc. (the "Company" or
"you") has engaged Credit Suisse First Boston Corporation and its affiliates,
successors and assigns, as appropriate ("CSFB" or "we"), to act as a financial
advisor to the Company with respect to the Company's continuing review of
strategic and financial planning matters.

As part of our engagement, we will, if appropriate and if requested:

(a)      undertake, in consultation with members of management, a comprehensive
         study and analysis of the business, operations, financial condition and
         prospects of the Company; and

(b)      review with members of management the Company's financial plans and
         analyze its strategic plans and business alternatives.

The term of this engagement (the "Term") shall commence on November 28, 2000 and
continue for so long as provided in the Stockholders Agreement dated as of
November 28, 2000 by and among PMD Group Holdings Inc., PMD Investors I LLC, PMD
Investors II LLC, DLJMB Funding III, Inc. ("Funding") and DB Capital/PMD
Investors LLC (the "Stockholders Agreement") unless terminated sooner as
provided below. During the Term, we will continue to update and maintain our
knowledge to assure that we are current with the Company's business, operations,
financial condition and prospects. In addition, CSFB will be available at your
request to meet with your Board of Directors to discuss strategic alternatives
and their financial implications.

In connection with CSFB's engagement, the Company will furnish CSFB with all
information concerning the Company which CSFB reasonably deems appropriate and
will provide CSFB with access to the Company's officers, directors, employees,
accountants, counsel and other representatives (collectively, the
"Representatives"), it being understood that CSFB will rely solely upon such
information supplied by the Company and its Representatives without assuming any
responsibility for independent investigation or verification thereof. All
non-public information concerning the Company which is given to CSFB will be
used solely in the course of the performance of our services hereunder and will
be treated confidentially by it for so long as it remains non-public. Except as
otherwise required by law or judicial or regulatory process, CSFB will not
disclose this information to a third party without the Company's consent.
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As compensation for our services hereunder, during the Term, the Company agrees
to pay CSFB a financial advisory fee equal to $500,000, ("Financial Advisory
Fee") payable per annum quarterly in advance, on the first day of each calendar
quarter, commencing as of April 1, 2001. If at any time, the Company is not
current with respect to payments of interest and principal on its senior
subordinated notes, no Financial Advisory Fee shall be currently payable;
rather, such fees shall accrue until such time as the Company is current on such
interest and principal payments, at which time all accrued and unpaid fees
hereunder shall be paid by the Company.

In addition, to the aforementioned fees, the Company shall reimburse CSFB for
its reasonable out-of-pocket costs and expenses, incurred in connection with the
performance of its advisory and consulting services hereunder.

No advice rendered by CSFB in its advisory role hereunder, whether formal or
informal, may be disclosed, in whole or in part, or summarized, excerpted from
or otherwise referred to without our prior written consent. In addition, CSFB's
role under this Agreement may not be otherwise referred to without our prior
consent.

Since CSFB will be acting on behalf of the Company in connection with its
engagement hereunder, the Company and CSFB agree to the indemnity provisions and
other matters set forth in Annex A of the Management Agreement dated as of
February 5, 2001, between the Company and DLJ Merchant Banking Partners III,
L.P. (the "Management Agreement"). Said Annex A is hereby incorporated by
reference into this agreement.

It is the understanding of the parties that CSFB may be involved with potential
acquisitions, mergers, financings or other major transactions involving the
Company, in which case CSFB shall be entitled to such compensation, in addition
to the fee provided above, as the Company and CSFB shall mutually agree, in each
case consistent with the Stockholders Agreement.

CSFB's engagement hereunder may be terminated at any time by the Company or by
CSFB, with or without cause, upon ten days' prior written notice thereof to the
other party, at which time the Company's obligation to pay the Financial
Advisory Fee to CSFB shall cease; PROVIDED, HOWEVER, that no termination of
CSFB's engagement hereunder shall affect the Company's obligation to pay all
fees and expenses required to be paid to Funding or another affiliate of Credit
Suisse Group designated by Funding to the full extent provided for in the
Stockholders Agreement, and to indemnify CSFB and certain related persons and
entities as provided in Annex A of the Management Agreement referred to above.

CSFB is a full service securities firm engaged in securities trading and
brokerage activities as well as investment banking and financial advisory
services. In the ordinary course of our trading and brokerage activities, CSFB
or its affiliates may hold positions, for its own account or the accounts of
customers, in equity, debt or other securities of the


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Company or any other company that may be involved in the matters contemplated by
this agreement.

Any notice required to be given hereunder shall be in writing and shall be
deemed sufficient if delivered in person or mailed by certified mail as follows:
if to the Company, to it at its office at PMD Group Inc., 9911 Brecksville Road,
Cleveland, Ohio 44141 or such other address as the Company may hereafter
designate for that purpose; and if to CSFB to it at its offices at 277 Park
Avenue, New York, New York, 10172.

In connection with this engagement, CSFB is acting as an independent contractor
and not in any other capacity, with duties owing solely to the Company. This
agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, including any corporation into
which the Company shall consolidate or merge or to which it shall transfer
substantially all of its assets. All aspects of the relationship created by this
agreement shall be governed by and construed in accordance with the laws of the
State of New York, applicable to contracts made and to be performed therein.

We are delighted to accept this engagement and look forward to working with you
on this assignment. Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the enclosed duplicate of this
letter.

                                         Very truly yours,

                                         CREDIT SUISSE FIRST BOSTON
                                         CORPORATION


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


Accepted and agreed to as of the date first written above:

PMD Group Inc.


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


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