EXHIBIT 10.5

Form of Amended and Restated Employment Agreement

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of June 1, 2001 by and between Summa Industries, a Delaware
corporation (the "Company"), and [Insert A] ("Executive"), with reference to the following facts:

A.  Executive
is currently employed by the Company subject to the terms of that certain Employment Agreement, as amended, dated as of March 1994 between the
Company and Executive (the "Prior Agreement");

B.  The
Company and Executive desire to amend and restate the Prior Agreement, the Company desires to continue to retain the services of Executive and Executive desires
to continue to provide such services, upon the terms and conditions hereinafter set forth; and

C.  Schedule A
attached hereto contains definitions of certain capitalized terms used herein.

NOW,
THEREFORE, IN CONSIDERATION OF the foregoing recitals and the mutual promises and agreements herein contained, Executive and the Company by this Agreement agree as follows:

1.Employment.The Company hereby employs Executive, and Executive hereby accepts employment with the
Company, upon the terms and conditions hereinafter set forth.

2.Term.The term of Executive's employment under this Agreement (the "Employment Term") commenced on
the date of the Prior Agreement and shall continue until Executive's employment is terminated. Executive's employment hereunder may be terminated by the Company or Executive at any
time, with or without Cause, by delivering written notice of such termination to the other party. Executive acknowledges that, except as specifically set forth herein, Executive is an at will employee
of the Company.

3.Title and Duties.During the Employment Term, Executive shall hold the
titlesof [Insert B] plus such other titles as the Board may designate from time to time. Executive shall devote such of his
working time and effort to the business and affairs of the Company as may reasonably be required of him in the discharge of the duties and responsibilities of such office, but no less than
40 hours per week on average. During the Employment Term, Executive shall report to the Board.

4.Compensation.



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5.Benefits.During the Employment Term, Executive and his dependents shall be eligible for
participation in and shall receive all benefits under all employee benefit plans, practices, policies and programs provided by the Company from time to time to the extent applicable generally to other
senior executives of the Company; provided, that upon a Change of Control after which the Company is controlled by an operating entity, then (i) Executive and his dependents shall be entitled
to receive benefits under such plans, practices, policies and programs, each of which shall be no less favorable
than the more favorable of (a) the benefits provided to Executive by the Company prior to the Change of Control and (b) the benefits provided to the acquiring entity's executives with
comparable titles or positions, and (ii) if the receipt of any such benefits is determined by time of service, all past services rendered by Executive shall be considered performed for the
acquiring entity.

6.Expense Reimbursement.The Company shall reimburse Executive for all actual and reasonable expenses
incurred by Executive in connection with his duties in accordance with the Company's reimbursement policy as in effect from time to time.

7.Payment Upon Termination and Change of Control.



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8.Nondisclosure and Nonuse of Confidential Information.Executive shall not disclose or use at any
time, either during the Employment Term or thereafter, any Confidential Information of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the
extent that such disclosure or use is directly related to and required by Executive's performance of his duties under this Agreement. Executive will take all appropriate steps to safeguard
Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As requested by the Company from time to time and upon the conclusion of the Employment Term,
Executive shall promptly deliver to the Company all copies and embodiments, in whatever form, of all Confidential Information in Executive's possession or within Executive's control (including, but
not limited to, written records, notes, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any
Confidential Information) regardless of the location or form of such material and, if requested by the Company, will provide the Company with written confirmation that all such materials have been
delivered to the Company.

9.Noncompetition and Nonsolicitation.Prior to termination of this Agreement, and for a period of two
(2) years following termination of his employment hereunder, Executive shall not, without the

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Company's prior written consent, (i) directly or indirectly engage in any business activity, or have any interest in any person, firm or other entity engaged in any business activity, in which
the Company at the time is engaged or to the knowledge of Executive, is planning to engage; (ii) directly or indirectly: (a) divert or take away or solicit or attempt to divert or take
away any of the Company's customers, including without limitation those customers with whom Executive became acquainted while retained by the Company; (b) employ, or knowingly permit any
business entity controlled by Executive to employ, any person who during the period of twelve (12) months immediately preceding such time has been employed by the Company; (c) solicit or
otherwise seek to induce any employee of the Company to leave his or her employment with the Company; or (d) undertake planning for or organization of any business activity that will injure the
Company's business, or conspire with employees of the Company for the purpose of organizing any such injurious business activity; provided, however, that with respect to the two (2) year period
after termination of Executive's employment with the Company, the restrictive covenants set forth in this Section 9 shall only apply if (y) such termination results from Executive's
resignation without Good Reason or from discharge for Cause and (z) the Company has paid in full all amounts owed by the Company to Executive pursuant to the terms of this Agreement.

10.Legal Expenses.In the event of any dispute or litigation between Executive and Company concerning
any of the rights or obligations of either party under this agreement, the prevailing party shall be entitled to reasonable costs and expenses, including reasonable attorneys' fees, in connection
therewith.

11.Injunctive Relief; Profits.Executive understands that monetary damages will not be sufficient to
avoid or compensate for a breach of any of the terms of Sections 8 or 9 above and that injunctive relief would be appropriate to prevent any such actual or threatened breach. Such right to obtain
injunctive
relief may be exercised, without posting a bond, at the option of the Company, concurrently with, prior to, after, or in lieu of, the exercise of any other rights or remedies which the Company may
have as a result of any such breach or threatened breach. Executive shall account for and pay over to the Company all compensation, profits and other benefits, after taxes, inuring to Executive's
benefit which are derived or received by Executive or any of his Affiliates resulting from any action or transaction constituting a breach of any term of Sections 8 or 9 above.

12.Survival.The terms of Sections 7.1(c)(iii), 7.1(d), 7.1(e), 8, 9, 10, 11, 12, 13, and, to the
extent necessary to construe or enforce such Sections, Section 14 shall survive the termination of the Agreement indefinitely, except as otherwise expressly provided herein.

13.Indemnification.To the fullest extent permitted by law and without limiting any other
indemnification rights Executive may have, the Company shall, during and after the Employment Term, indemnify Executive (including the advancement of expenses) for any judgments, fines, amounts paid
in settlement and reasonable expenses, including attorneys' fees, incurred by Executive in connection with the defense of any lawsuit or other claim for which he is made a party by reason of having at
any time (including prior to the date hereof) been an officer, director or employee of the Company or any of its Affiliates.

14.Miscellaneous.



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Either
party may by notice given in accordance with this Section 14.1 to the other party designate another address or person for receipt of notices under this Agreement.



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IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

| |  | "Company"       
| |  | ----------------
| |  | SUMMA INDUSTRIES
| |  | By:             
| |  | "Executive"     
| |  |                 

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SCHEDULE A    Definitions

"Affiliate" means, with respect to any Person, (i) any other Person who, either directly or through one or more
intermediaries, Controls, is Controlled by, or is under common Control with, such Person; (ii) any agent, officer, director, employee, or partner of such Person, or any of the Persons described
in clause (i); and (iii) any family member of such Person.

"Board" means the Board of Directors of the Company.

"Cause" means:



Termination
for Cause must be evidenced by a specific resolution adopted by a unanimous vote of the Board after Executive is given an opportunity prior to the expiration of such
30-day period, together with his legal counsel, to be heard before the Board. At least 15 days prior to such hearing, the Board shall provide Executive with a written notice which
lists the Board's reasons for termination of this Agreement.

"Change of Control" means:



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"Code" means the Internal Revenue Code of 1986, as amended.

"Company" means Summa Industries, a Delaware corporation, and, for purposes of Section 7.1(c) above, shall also
mean its successors and assigns, and, for purposes of Sections 8 and 9 above, shall also mean each of its Affiliates.

"Confidential Information" means information that is not generally known to the public that the Company considers and
treats as confidential and that is used, developed or obtained by the Company or its Affiliates in connection with the conduct of its business, including, but not limited to, (i) fee, cost and
pricing structures; (ii) analyses; (iii) reports; (iv) computer software, including operating systems, applications and program listings; (v) flow charts, manuals and
documentation; (vi) data bases; (vii) accounting and business methods; (viii) the identity of customers and contractual counterparties; (ix) copyrightable or patentable
works; (x) customer solicitation letters; (xi) brochures and other marketing materials of limited distribution; (xii) any work product generated on behalf of an existing or
prospective customers; (xiii) any information received from an existing or prospective customer; (xiv) any information relating to an existing or prospective customer (including, without
limitation, phone numbers, addresses and personal facts); (xv) the terms of any agreement between the Company or any Affiliate and a customer; (xvi) proprietary information; and
(xvii) trade secrets.

Confidential
Information does not include any information that has been published in a form or is generally available to the public prior to the date Executive proposes to disclose or
use such information (unless such publication constituted a breach by Executive of his duties under Section 8 above). Information will not be deemed to have been published merely because
individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

"Control" (including, with correlative meaning, all conjugations of such term) means the ability to control, direct or
cause direction of the management and policies of a Person, either directly or through one or more intermediaries, whether by ownership of voting securities, by contract or otherwise.

"Good Reason" shall exist if any of the following events occur without Executive's express written consent, and the
occurrence of such event is not cured by the Company after written warning by Executive and a cure period of fifteen (15) days:



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For
the purposes of this Agreement, any good faith determination of Good Reason made by Executive shall be conclusive.

"Incapacity" (including, with correlative meaning, all conjugations of such term) means the inability of Executive to
perform the normal duties of his position under this Agreement for a continuous period of 90 calendar days (or such longer period as is required by law) or any incapacity, however caused, that, in the
reasonable opinion of the Board, is likely to prevent Executive from performing his normal duties under this Agreement for more than 150 calendar days (or such longer period as is required by law) in
any twelve consecutive month period. Executive acknowledges that his position is essential to the Company and the functioning of its business and that the foregoing periods therefore are reasonable.

"Person" means and include an individual, a partnership, a joint venture, a limited liability company, a corporation, a
trust, an unincorporated organization and a governmental entity or any department or agency thereof.

Inserts of Executive Specific Terms to
Form of Amended and Restated Employment Agreement

Insert
A: "James R. Swartwout"; "Trygve M. Thoresen"; "Paul A. Walbrun"

Insert
B: "Chairman of the Board, President, Chief Executive Officer & Chief Financial Officer" for James R. Swartwout; "Vice President of Business Development, General Counsel and
Secretary" for Trygve M. Thoresen; and "Vice President and Controller" for Paul A. Walbrun

Insert
C: "$350,000" for James R. Swartwout; "$174,000" for Trygve M. Thoresen; and "$108,000" for Paul A. Walbrun

Insert
D: "50%" for James R. Swartwout; "40%" for Messrs. Thoresen and Walbrun

Insert
E: "twelve" for James R. Swartwout; "six" for Messrs. Thoresen and Walbrun

Insert
F: "two" for James R. Swartwout; "one" for Messrs. Thoresen and Walbrun

Insert
G: "two times Executive's annual base salary as in effect on the date of consummation of the Change of Control" for James R. Swartwout; "(i) one times Executive's annual base
salary as in effect on the date of consummation of the Change of Control, and (ii) one times the amount of the highest annual bonus payment Executive has received with respect to the Company's
last three completed fiscal years" for Messrs. Thoresen and Walbrun

Insert
H: Messrs. Swartwout; Thoresen and Walburn, each c/o Summa Industries, 21250 Hawthorne Blvd., Suite 500, Torrance, CA 95030

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