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Exhibit 10(l)

                              EMPLOYMENT AGREEMENT

         This Agreement, dated as of October 29, 1998, between Lawter
International, Inc., a Delaware corporation (hereinafter referred to as the
"Company"), and Nathan Goodnow (hereinafter referred to as the "Employee").

                                    RECITALS

         The Employee has been employed by the Company and currently serves as
Vice President of Operations. Because of the Employee's extensive experience and
his familiarity with the affairs of the Company, the Company wishes to assure
that, in the event of a "Change of Control," as hereinafter defined, it will
continue to have the Employee available to perform duties substantially similar
to those currently being performed by him and to continue to contribute to the
Company's growth and success as he has in the past. The Employee is willing to
commit to continue in the performance of his services for the Company upon the
terms and conditions set forth herein.

                                    COVENANTS

         NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

1.   EMPLOYMENT. The Company hereby agrees that, effective upon a "Change in
     Control" and provided that Employee is still serving as an employee of the
     Company at that time, it will continue to employ Employee as the Vice
     President of Operations of the Company to perform the duties described
     herein, and Employee hereby accepts such employment on the terms and
     conditions stated herein. It is understood that prior to such "Change in
     Control," this Agreement shall confer no rights of employment or other
     benefits (or obligations) whatsoever upon Employee, and that Employee shall
     remain subject to termination at will.

2.   TERM OF EMPLOYMENT. Subject to provisions for termination set forth herein,
     the term of Employee's employment hereunder shall commence on the date of a
     "Change in Control" and shall extend until two years after the date of such
     "Change in Control." For purposes of this Agreement a "Change in Control"
     shall mean a change in control of a nature that would be required to be
     reported in response to Item 6(e) of Schedule 14A of Regulation 14A
     promulgated under the Securities Exchange Act of 1934; provided that,
     without limitation, such a Change in Control shall be deemed to have
     occurred if during any period of two consecutive years individuals who at
     the beginning of such period constitute members of the board of directors
     cease for any reason to constitute at least a majority thereof, unless the
     nomination or election of each director who was not a director at the
     beginning of the period was approved by a 

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     vote of a majority of the directors still in office at the time of such
     nomination or election who were directors at the beginning of the period.

3.   DUTIES OF EMPLOYEE. Employee shall be the Vice President of Operations of
     the Company and shall perform such duties and responsibilities for the
     Company as may be assigned to him by the Board of Directors of the Company
     and which are not unreasonably inconsistent with the duties currently being
     performed by the Employee. During the term of his employment, Employee
     shall devote substantially all of his business time, attention and energy,
     and his reasonable best efforts, to the interests and business of the
     Company and to the performance of his duties and responsibilities on behalf
     of the Company.

4.   COMPENSATION. Throughout the term of Employee's employment hereunder, the
     Company shall pay Employee, for services to be rendered by him hereunder, a
     guaranteed minimum salary at an annual rate equal to that being paid on the
     date the term of employment hereunder commences, less all applicable
     federal and state income tax withholding, FICA taxes and other payroll
     taxes. The guaranteed minimum salary shall be reviewed by the Company on a
     yearly basis to ascertain if any upward adjustment in the annual rate is in
     order, and if any increase is made, the new annual rate shall become the
     guaranteed minimum salary under this Section 4. Such compensation shall be
     payable semi-monthly.

5.   WORKING FACILITIES AND FRINGE BENEFITS. The Employee shall be furnished
     with office space, secretarial assistance and such other facilities and
     services as are appropriate to his position and adequate for the
     performance of his duties. The Company also shall provide to Employee
     during the term of employment fringe benefits and perquisites at least
     equal to those provided to Employee immediately prior to the date thereof,
     and the Company shall not discriminate against Employee with respect to any
     vacation or holiday plan, medical, hospital, life and disability insurance
     programs, pension programs and other similar welfare benefit programs from
     time to time made available to the Company's officers and key employees.

6.   EXPENSES. The company shall pay or reimburse Employee for all reasonable
     expenses actually incurred or paid by him in the performance of services
     rendered by him pursuant to this Agreement. Such expenses shall be
     supported by the documentary evidence required to substantiate them as
     income tax deductions.

7.   COVENANT RESTRICTING COMPETITION; NON-DISCLOSURE OF CONFIDENTIAL
     INFORMATION.

     (a)  Employee acknowledges that his services are special and unique, and of
          an unusual and extraordinary character which gives them peculiar
          value, the loss of which cannot adequately be compensated in damages.
          Therefore, Employee agrees that he will not, except with the written
          consent of the Company, for a continuous period of eighteen (18)
          months commencing immediately following termination of Employee's
          employment hereunder, directly or indirectly engage or become
          interested in, as a partner, director, officer, principal, agent or


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          employee, any business which competes with products produced, marketed
          or in development by the Company at the time of such termination.

     (b)  Employee acknowledges that in his employment he is or will be making
          use of, acquiring or adding to, confidential information of the
          Company, and is or will be familiar with the Company's business,
          activities, employees, customers and suppliers. Therefore, in order to
          protect the Company's confidential information and to protect other
          employees who depend upon the Company for regular employment, Employee
          agrees that, except in connection with his employment by the Company,
          or with the consent of the Company, he will not during or after the
          term of his employment hereunder in any way utilize any of said
          confidential information and he will not copy, reproduce, or take with
          him the original or any copies of said confidential information and
          will not disclose any of said confidential information to anyone.

         In the event of a breach of the covenants contained in this Section 7,
         the Company shall be entitled to an injunction restraining such breach
         in addition to any other remedies provided by law.

         If any provision of this Section 7 is adjudged by a court to be invalid
         or unenforceable, the same will in no way affect any other provision of
         this Section 7 or any other part of this Agreement, the application of
         such provision in any other circumstances or the validity or
         enforceability of this Agreement. If any such provision, or any part
         thereof, is held to be unenforceable because of the duration of such
         provision or the area covered thereby, the parties agree that the court
         making such determination will have the power to reduce the duration
         and/or area of such provision, and/or to delete specific words or
         phrases, and in its reduced form such provision will then be
         enforceable and will be enforced.

8.       TERMINATION BY COMPANY.

     (a)  DISABILITY. The Company may terminate the active employment of the
          Employee if, in the reasonable judgment of the Board of Directors of
          the Company, he becomes unable to satisfactorily perform his duties
          and responsibilities hereunder during the term of his employment
          because of mental or physical disability. Upon such termination, the
          Employee shall be relieved of all further obligations hereunder except
          obligations pursuant to Section 7. In the event of such termination,
          the Company shall continue to pay to the Employee, until the end of
          the term of his employment hereunder, a salary at a rate equal to
          three-quarters of the annual rate in effect on the date of such
          termination (as set forth in Section 4). Notwithstanding the
          foregoing, the amounts so payable shall be reduced by any amounts
          payable to the Employee during the term of his employment hereunder
          pursuant to any disability benefit or wage continuation plan of the
          Company in effect.


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     (b) DEATH. In the event of the death of the Employee during the term, the
         Company shall make, until the end of the term of employment hereunder,
         payments at a rate equal to one-half of the annual rate in effect on
         the date of death. The payments to be made under this Section 8(b)
         shall not be reduced by reason of any insurance proceeds payable
         directly to the Employee's beneficiaries or estate pursuant to
         insurance carried or provided by the Company, and shall be made to such
         beneficiary as the Employee may designate for that purpose by written
         notice given to the Secretary of the Company prior to this death, or if
         the Employee has not so designated, then to the personal representative
         of his Estate.

     (c)  TERMINATION FOR CAUSE. In the event fraud, defalcation, or other
          similar dishonesty of the Employee involving the operations, funds or
          other assets of the Company is established, or Employee is convicted
          of a crime involving moral turpitude, or Employee breaches the terms
          of this Agreement in any material respect, then the Company may
          terminate this Agreement upon giving written notice to the Employee
          and thereafter, neither the Employee, his surviving spouse or his
          estate shall be entitled to any further salary or compensation from
          the Company pursuant to this Agreement, but the Employee's obligations
          under Section 7 shall remain in effect. The parties agree that the
          provisions of this Section 8(c) shall not be utilized in any manner by
          the Company to avoid, negate or frustrate application of the
          provisions of Section 9 of this Agreement.

9.       TERMINATION BY EMPLOYEE.

(a)      IF LOCATION OF OFFICE CHANGES. In the event that, at any time during
         the term of employment, the Company, without Employee's consent,
         changes the location of the Company's offices at which Employee works
         to a city more than 150 miles from its present location, the Employee
         may terminate his employment with the Company by giving to the
         Secretary of the Company notice in writing within three months after
         this right to termination arises.

(b)      IF POSITION CHANGES. It is the intention of the parties that the
         Employee will have the positions specified in Section 1 hereof during
         the entire term of employment. In the event that, at any time during
         the term hereunder, Employee, without his consent, does not hold such
         positions with the Company and have the duties and responsibilities
         that would normally be expected of an officer of the Company with these
         positions (except by reason of termination under Section 8), Employee
         may terminate his employment with the Company hereunder by giving to
         the Secretary of the Company written notice of such termination within
         three months after this right to terminate arises.

     (c) LUMP SUM PAYMENT. In the event of termination pursuant to subsection
         (a) or (b) of this Section 9, the Company shall pay to the Employee, in
         a lump sum and within 30 days of such termination, an amount equal to
         the aggregate balance (based on the annual rate in effect at the time
         of such termination) which would have been payable to the Employee
         during the remaining portion of the term 

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         hereunder had such termination not occurred, including any benefits 
         payable to Employee.

     (d) REIMBURSEMENT. If a tax is imposed pursuant to Section 4999 of the
         Internal Revenue Code, or successor provision of like import, upon
         payments due under this Agreement or upon other payments to the
         Employee by the Company, the Employee shall be paid an additional
         amount calculated so as to provide the Employee, after he has paid the
         tax (including any related interest and/or penalty) imposed by Section
         4999 of the Code, with the same compensation he would have received had
         not tax (including any related interest and/or penalty) been imposed by
         Section 4999. For purposes of this subsection (d), the term "Company"
         shall include any parent, subsidiary, affiliate, assignee, or successor
         in interest of the company or of such assignee or successor in
         interest.

10.  ASSIGNMENT. This agreement is binding upon and shall be for the benefit of
     the successors and assigns of the Company, including any corporation or any
     other form of business organization with which the Company may merge or
     consolidate, or to which it may transfer substantially all of its assets.
     Employee shall not assign his interest in this Agreement or any part
     thereof.

11.  CONSENT OF THE COMPANY. Any act, request, approval, consent or opinion of
     the Company under this Agreement must be in writing and may be authorized,
     given or expressed only be resolution of the Board of Directors of the
     Company, or by such other person as the Board of Directors of the Company
     may designate.

12.  NOTICES. Any notice required hereunder to be given shall be in writing and
     if:

     (a)  by the Company to Employee shall be directed to him at his address set
          forth below, or to such other address as he shall have furnished in
          writing to the Company; or

     (b)  by Employee to the Company shall be directed to Lawter International,
          Inc., 8601 - 95th Street, Pleasant Prairie, Wisconsin 53158, Attn:
          Secretary, or to such designee or other address as the Board of
          Directors shall name and have furnished in writing to Employee.

13.  GOVERNING LAW. This Agreement shall be governed by and construed in
     accordance with the laws of the State of Wisconsin applicable to contracts
     made and to be performed therein.

14.  ENFORCEMENT EXPENSES AND ARBITRATION. The Company agrees to reimburse the
     Employee for all costs and expenses incurred by him (including the
     reasonable fees of his counsel) in successfully enforcing any of his rights
     under this Agreement or any claim arising out of the breach thereof. In
     addition, the parties acknowledge the relative economic power of the
     Company versus the Employee, and the ability of the Company to resist the
     conclusion of litigation should the Employee institute legal 

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     proceedings to enforce this Agreement or to recover damages for the breach
     thereof. In recognition of this, any controversy or claim arising out of or
     relating to this Agreement, including any dispute over or interpretation of
     the occurrence of a "Change in Control," as previously defined, shall be
     settled by arbitration in accordance with the Commercial Arbitration Rules
     of the American Arbitration Association, at the sole election of the
     Employee; provided, however, that an action by the Company to enforce its
     rights under Section 7 hereof shall be excluded from the arbitration
     provisions of this Section 14. Any such election by Employee shall be made
     by written notice given to the Company any time after such controversy or
     claim arises, and in the event Employee is served with process relating to
     any court proceeding concerning any such claim or controversy commenced by
     the company, such election, to be effective, shall be made by written
     notice within 15 days of the time Employee is served with such process.
     Commencement of court proceedings by Employee shall be deemed an election
     not to arbitrate. In the event the Company commences court proceedings
     (other than an action by the Company solely to enforce its rights under
     Section 7 hereof) and is given notice of the election to arbitrate by the
     Employee within the time period set forth above, the Company agrees to
     promptly dismiss such court proceedings and submit to arbitration. In the
     event of such arbitration, judgment upon the award rendered by the
     arbitrators may be entered in any court having jurisdiction thereof.






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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

                                               LAWTER INTERNATIONAL, INC.



                                               By:  /s/ John P. O'Mahoney

                                               Title:
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                                               /s/ Nathan Goodnow          
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                                                   Nathan Goodnow

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                                                        Address


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