EXHIBIT 10.19

                          Deferred Compensation Plan of
                             R. E. Harrington, Inc.


This Agreement, made as of January 1, 1988 by and between R. E. Harrington,
Inc., a Corporation organized and existing under the laws of the State of
Delaware, hereinafter referred to as "Corporation", and Robert R. Parker, a key
Employee and Executive of the Corporation, hereinafter referred to as
"Executive".

WITNESSETH THAT:

In consideration of the agreements hereinafter contained the parties agree as
follows:

1.       The Corporation agrees to employ the Executive and the Executive agrees
         to serve the Corporation in such capacity as the Board of Directors of
         the Corporation (the "Board), may designate from time to time,
         beginning January 1, 1988 and continuing until terminated by either
         party on at least 90 days prior written notice to the other.

2.       During the term of employment, the Executive will devote all time,
         attention, skill and efforts to the performance of duties on behalf of
         the corporation.

3.       The Corporation shall pay the Executive on the effective date of this
         Agreement and continuing during the term of employment a salary payable
         bi-weekly. The amount of compensation will be determined from time to
         time by the Board. Further, deferred compensation will be provided
         pursuant to paragraph 4 below.

         (a)      The Corporation shall accrue the following additional amounts
                  of compensation, but shall not pay such amounts to the
                  Executive when accrued, but rather in accordance with the
                  terms of paragraph 5 of this Agreement. Periodically the
                  Corporation shall transfer the amounts accrued to an
                  irrevocable individual trust specifically established for the
                  benefit of the Executive and designated survivor.

                  (1) $1083.20 per month effective January 1, 1988
                  (2) $ 993.86 per month effective January 1, 1989.
                  (3) $ 867.34 per month effective January 1, 1990.

         (b)      The trustee for the above mentioned trust will be a bank
                  selected by the Corporation.

         (c)      All trust assets will be held separate and apart from other
                  Corporation funds, to be used exclusively for the purposes set
                  forth in the trust agreement.

         (d)      The trust assets are available only to pay benefits to the
                  Executive or designated survivor. Reversion will only be
                  permitted upon the insolvency of the 

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                  Corporation. The Corporation has an express duty to notify the
                  trustee of such insolvency. When the trustee receives the
                  notice of insolvency the trustee must suspend payments and
                  hold payments for general creditors or follow an appropriate
                  court order. The Executive or designated survivor will qualify
                  as a general creditor to the trust assets should the
                  Corporation become insolvent.

5.       The benefits to be paid as deferred compensation are to be paid as
         follows:

         (a)      If the Executive's employment hereunder is terminated on or
                  after the Executive has reached the age of 50, the Corporation
                  as of such date of termination, shall pay the Executive an
                  amount equal to the fair market value of the assets in the
                  trust created for this Agreement. Such amount shall be paid in
                  120 monthly installments, or in an amount of lesser monthly
                  installments, or in a lump sum at any time as requested by the
                  Executive. Not withstanding the foregoing, the total amount
                  payable to the Executive shall be appropriately increased or
                  decreased to reflect the appreciation or depreciation in value
                  and the net income or loss of funds which remain invested in
                  the trust. If the Executive should die on or after the
                  installment payments are made, the unpaid balance will
                  continue to be paid to the Executive's designated beneficiary
                  in the same manner as set forth above.

         (b)      Should the Executive's employment hereunder be terminated for
                  any reason other than death or disability, but before the
                  Executive is 50 years of age, the amount in the trust will
                  continue to be invested as the Board in its discretion may
                  determine. No payments shall be made until the Executive is 50
                  years of age at which time payments will be made as described
                  in paragraph 5(a).

         (c)      Should the Executive's employment be terminated because of
                  disability of death before the Executive has reached the age
                  of 50 and while in the employ of the Corporation, the
                  Corporation shall make monthly payments to the Executive or to
                  be designated beneficiary in the same manner and to the same
                  extent as provided in paragraph 5(a).

         (d)      Should both the Executive and the designated beneficiary die
                  before all monthly payments are made by the Corporation, the
                  remaining value of the trust shall be determined as of the
                  date of death of the designated beneficiary and shall be paid
                  as promptly as possible in one lump sum to the estate of the
                  designated beneficiary.

         (e)      The designated beneficiary referred to in this Agreement may
                  be established by the Executive upon completion of a form
                  provided by the Corporation and delivered to the Corporation
                  before the Executive's death. Prior to the death and without
                  the consent of any prior beneficiary, the Executive may change
                  the person to be the designated beneficiary as the Executive
                  so chooses. Should no beneficiary be designated or should the
                  designated beneficiary predecease the 

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                  Executive, the installment payments payable under paragraph
                  5(a) shall be payable to the Executive's estate.

         (f)      The Executive shall be deemed to have become disabled for
                  purposes of this Agreement if the Board determines on the
                  basis of medical evidence that the Executive is permanently
                  mentally or physically disabled and cannot for the remainder
                  of life, engage in further employment for the Corporation.

         (g)      The installment payments to be made to the Executive under
                  paragraphs 5(a) and 5(c) shall commence on the first day of
                  January following the date of termination of employment.
                  Installment payments to be made to the Executive under
                  paragraph 5(b) shall commence as of the first day of the month
                  following the date on which the Executive reaches age 50. The
                  installment payments to be paid to a designated beneficiary
                  shall commence on a date selected by the Corporation, but
                  within six months from the date of death of the Executive.

         (h)      Notwithstanding anything herein contained to the contrary, the
                  Board shall have the right in its sole discretion to vary the
                  manner and time of making the installment distributions
                  provided in this paragraph and may make such distributions in
                  lump sums or over a shorter or longer period of time as it may
                  find appropriate.

6.       The right of the Executive or any other person to the payment of
         deferred compensation or other benefits under this Agreement shall not
         be assigned, transferred, pledged or encumbered except by will or by
         the laws of descent distribution.

7.       Nothing contained herein shall be construed as conferring upon the
         Executive the right to continue in the employ of the Corporation as an
         executive or in any other capacity.

8.       The Board shall have full power and authority to interpret, construe
         and administer this Agreement and the Board's interpretations and
         construction thereof, and action thereunder, including any valuation of
         the trust fund shall be binding and conclusive on all persons for all
         purposes. No member of the Board shall be liable to any person for any
         action taken or omitted in connection with the interpretation and
         administration of this Agreement unless attributable to willful
         misconduct or lack of good faith.

9.       No alteration or modification of the terms and conditions of this
         Agreement shall be valid or of any force or effect unless in each
         instance it is contained in a written instrument expressing such
         alternation or modification which is signed by both the corporation and
         the Executive.

10.      This Agreement shall be binding upon and insure the benefit of the
         Corporation, its successors an assigns as well as to the heirs,
         executors, administrators and legal representatives of the Executive.

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11.      This Agreement shall be construed in accordance with and governed by
         the laws of the State of Ohio.

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
its Chairman of the Board of Directors and the Executive has signed this
Agreement as of the day and year first written above.

R. E. HARRINGTON, INC.


By:         /S/ HAROLD RAPAPORT                   /S/ ROBERT R. PARKER  
---------------------------------------      -----------------------------------

Title:    CHRIMAN, KBD. OF DIRECTORS              PRESIDENT 
---------------------------------------      -----------------------------------

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                    AMENDMENT TO DEFERRED COMPENSATION PLANS
                                       OF
                             R. E. HARRINGTON, INC.
                                      WITH
              ROBERT R. PARKER, ROBERT J. COVERT AND WARREN G. BLUE


The Deferred Compensation Plans of Robert R. Parker, Robert J. Covert and Warren
G. Blue dated January 1, 1988 are hereby amended by substituting the following
for Paragraph 4(b):

         "The Trustees for the above mentioned Trust will be selected by the
Corporation and the Plan Administrator shall be the Corporation's Director of
Human Resources."




Dated this 8th day of November, 1994.



R. E. HARRINGTON, INC.                               /s/ ROBERT R. PARKER  
                                                     ---------------------------
                                                     Robert R. Parker


                                                     /s/ ROBERT J. COVERT 
----------------------                               ---------------------------
Board of Directors                                   Robert J. Covert


                                                     /s/ WARREN G. BLUE  
                                                     ---------------------------
                                                     Warren G. Blue