EXHIBIT 10.1

                                CLOSING AGREEMENT

This  CLOSING  AGREEMENT  is  made  this  2nd  day of August, 2001, by and among
Keystone  Akron,  Inc.,  an  Ohio corporation ("Seller"), Pick Ups Plus, Inc., a
Delaware corporation ("Buyer"), John Fitzgerald and Robert White (Fitzgerald and
White  collectively,  the  "Guarantors").

     WHEREAS,  Buyer  and  Seller  have entered into a certain Offer to Purchase
dated  July  6,  2001  as  amended (the "Purchase Agreement") whereby Buyer has
agreed  to  purchase  substantially all of the assets of Seller as more fully
set forth  therein;  and

     WHERE,  pursuant  to the Purchase Agreement, Buyer was to deliver to Seller
at closing of the transactions contemplated thereby (the "Closing") a promissory
note  in  the face amount of $44,000 and $104,000 in cash less the amount of any
earnest  money  deposit  held  in  escrow;  and

 WHEREAS,Seller  is currently subject to a Citation and Notification of Penalty
(the "OSHA Citation") from the US Department of Labor attached hereto as
Exhibit A  and  incorporated  herein  by  reference;  and

     WHEREAS,  the parties have agreed to reduce the cash payment due at closing
to  $50,000  plus  the  amount  of  any  earnest money deposit in exchange for a
promissory  note  guaranteed by the Guarantors which shall be due and payable at
such  time  as  the  abatement  required  by  the  OSHA  Citation  is  complete.

NOW  THEREFORE,  the  parties  hereto  agree  as  follows:

1. Payment of purchase price. At Closing the purchase price set forth in section
1.2 of the Purchase Agreement shall be paid, and such Section is hereby amended,
as  follows:

     A.  The  Sales  Price  set  forth in Section 1.2 (a) shall remain the same;

     B.  The  Buyer  shall  make  a  cash down payment, in immediately available
funds,  of  $65,000 at Closing, which shall consist of the $15,000 earnest money
deposit currently held pursuant to Section 1.03 of the Purchase Agreement, and a
$50,000  cash  payment  by  Buyer.

     C. Buyer shall deliver to Seller a promissory note (the "Original Note") in
the  principal  amount  of  $44,000 payable in 11 monthly installments of $4,000
each,  beginning  on  September  1, 2001, and continuing on the same day of each
month  thereafter  until paid in full. The Original Note shall bear no interest.

     D.  Buyer shall deliver to Seller a promissory note (the "New Note") in the
principal  amount of $39,000 payable on the terms set forth herein. The New Note
shall  be  executed  by  the  Guarantors  as  co-makers  of  such  note.

     E.  The  New  Note  and the Original Note shall be guaranteed by a Security
Agreement  granting  to  Seller a security interest in the assets of Buyer and a
purchase  money  security  interest in the assets of Buyer purchased pursuant to
the  Purchase  Agreement.

     F.  To  the  extent  that  the  terms  of  the  Purchase  Agreement are not
inconsistent  herewith,  they  shall  remain  in  full  force  and  effect.

2.  Payment  terms  of the New Note. All amounts due under the New Note shall be
paid  as  follows:

     A.  Buyer  shall  initially be responsible to hire and train an employee to
operate  the  spray  -on  booth  (the  "Spray  On  Booth") transferred to Buyer
pursuant  to  the  Purchase  Agreement.  Buyer  must  render  the Spray On Booth
operational no later than the thirtieth day after the date of this Agreement. In
the  event  that  the  Spray  On Booth is not fully staffed and operation on the
thirtieth  day  hereafter,  any and all amounts due and owing under the New Note
shall  then  be  immediately  due  and  payable.  If  the  Spray On Booth is not
operational  and  fully  staffed within such period, Buyer and Seller agree that
Seller  shall  no  longer  be  responsible  for any remediation and/or abatement
required  under  the  OSHA  Citation.

     B. In the event that the Spray On Booth shall be operational within 30 days
of  the  date  hereof,  Seller  shall  be  responsible  for  the  abatement  and
remediation  required  by  the  OSHA  Citation.  Buyer  shall  be responsible to
maintain  the  Spray  On  Booth  fully  operational,  complete  with  qualified
operators,  during  the  remediation  and abatement process. At such time as the
Seller's  certify  to  buyer that the remediation and abatement  required by the
OSHA  Citation  has been complied with in all material respects, or in the event
that  the  Buyer fails to maintain the Spray On Booth fully operational and such
failure  interferes  with  any  actions  taken  by  Seller  with  respect to the
remediation  and abatement, including but not limited to testing the air quality
in  the  Spray  On  Booth while in operation, any and all sums due under the New
Note  shall be immediately due and payable in full and Seller shall no longer be
responsible  for  any  such  remediation  and  abatement.


3.  Cooperation.  Buyer  hereby  represents,  warrants  and agrees that it shall
cooperate  fully in any remediation and/or abatement programs or processes taken
by  Seller  to  comply with the OSHA Citation, and does hereby grant Seller full
and  complete access to the Spray N Booth, the premises where it is located, and
any  and  all  other equipment, books and records of the Buyer to complete, test
and  demonstrate  compliance  with  the  OSHA  Citation.

4.  Miscellaneous

A.  Successors  and  Assigns.  This  Agreement  shall  bind  the  parties, their
respective  shareholders,  members,  trustees,  directors,  officers, employees,
successors  and  assigns  upon  the  terms  of  this  Agreement

V. Amendments. This Agreement may not be amended or modified except by a writing
signed  by  the  parties  or  their  authorized  representatives.

C. Applicable Law. This Agreement shall be construed under the laws of the State
of  Ohio.

D.  Time is of the Essence. Time is of the essence in the implementation of this
Agreement

E. Notices. Any notices by any party to another shall be in writing and shall be
delivered  personally;  sent by facsimile, acknowledgement of receipt requested;
sent by overnight courier service, return receipt requested; or, deposited in US
certifies  mail,  return  receipt  requested,  to the last known address of such
party.

F.  Captions.  All  captions used in this Agreement are for convenience only and
should not be construed to form a substantive pat of this Agreement nor restrict
or  enlarge  any  substance  or  part  of  this  Agreement.

IN  WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth  above.

                              Keystone  Akron,  Inc.
                              By: /s/ Mr. Golding
                              President

                              Pick  Ups  Plus,  Inc
                              By:  /s/  John  Fitzgerald
                              President

                              /s/  John  Fitzgerald
                              /s/  Robert  White