MANUFACTURER REPRESENTATIVE AGREEMENT

      THIS MANUFACTURER REPRESENTATIVE AGREEMENT, entered into as of this 1st
day of January, 1998, by and between CONVERSION TECHNOLOGIES INTERNATIONAL,
INC., a company organized and existing under the laws of the State of Delaware,
with principal offices at 3452 Lake Lynda Drive, Suite 280, Orlando, Florida
32817, facsimile number: (407) 207-5955 (hereinafter the "COMPANY") and
ENGINEERED PRODUCTS SALES ASSOCIATES, a company organized and existing under the
laws of Pennsylvania, with principal offices at 443 Silver Dew, Lake Mary,
Florida 32746, facsimile number: (407) 302-6397 (hereinafter "REPRESENTATIVE").

                                   WITNESSETH

      WHEREAS, the COMPANY is engaged in the business of marketing and
distributing a variety of silica-based abrasives and construction materiel
substrates including alumina-silicate glass, soda lime glass, ceramic and
colored substances; and

      WHEREAS. REPRESENTATIVE desires to act as the COMPANY's independent
marketing and sales representative for such products.

      NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

      1. APPOINTMENT. Subject to the terms and conditions of this Agreement, the
COMPANY hereby appoints REPRESENTATIVE, and REPRESENTATIVE hereby accepts
appointment, as the COMPANY'S nonexclusive Independent marketing and sales
representative during the term of this Agreement to promote and assist the
COMPANY in the sale or the products (the "PRODUCTS") manufactured by or for, and
sold by, the COMPANY.

      2. CUSTOMERS. A schedule of current customers of COMPANY for which
REPRESENTATIVE is eligible to obtain a commission on sales of PRODUCTS thereto
("Customers") under the terms and conditions further described in Paragraph 8
hereof, shall be attached hereto as Exhibit A and be made a part hereof. Subject
to REPRESENTATIVE'S Exclusive Right of Solicitation under the terms and
conditions of this Agreement in general and as more particularly described in
the proviso immediately hereafter, COMPANY shall have the ultimate right to (i)
sell the PRODUCTS to any customer, including without limitation, the Customers
listed on Exhibit A, with or without involvement of REPRESENTATIVE, and (ii)
appoint one or inure additional marketing and/or sales representatives,
distributors and/or other agents or representatives to promote and assist the
COMPANY in the sale of the PRODUCTS to any customers, including the Customers
("Reversionary Right of Solicitation"); provided, however, that for so long as
REPRESENTATIVE meets the quarterly Performance Criteria as further described in
Subparagraph 5(d) hereof, REPRESENTATIVE shall have the exclusive right during
the term of this Agreement to conduct sales promotion work and solicitations of
sales
<PAGE>

of PRODUCTS to CUSTOMERS ("Exclusive Right of Solicitation"), and, in turn,
COMPANY shall not have the Reversionary Right of Solicitation; provided further
that, if at any time during the term of this Agreement, REPRESENTATIVE fails to
meet any such quarterly Performance Criteria, then COMPANY may suspend or
terminate REPRESENTATIVE's Exclusive Right of Solicitation as further described
in Subparagraph 5(d) hereof. In the event of any such sales and/or appointments,
REPRESENTATIVE shall be entitled to a commission only on any sales to such
Customers only as set forth in Paragraph 8 hereof, and hereby expressly agrees
that it shall not be entitled otherwise to any kind of other compensation,
remuneration, indemnification, or damages by virtue of such sales and/or
appointment. REPRESENTATIVE acknowledges and agrees that the Customers and
customer list containing such Customers are the exclusive property of COMPANY
and such Customers are subject to the non-competition provisions of Subparagraph
5(g).

      3. TERM. This Agreement shall be effective for a period commencing as of
January 1, 1998 and expiring on December 31, 2000. Thereafter, this Agreement
shall renew for successive terms of twelve (12) calendar months each, unless one
of the parties hereto chooses not to have this Agreement renewed and so notifies
the other party in writing at least ninety (90) calendar days prior to the
expiration date of the initial term indicated above or of any successive renewal
term. The parties expressly agree that this Agreement shall always be
interpreted as a definite term agreement, and not as an indefinite term
agreement, regardless of any successive renewals of this Agreement as provided
for above. They further agree that expiration of this Agreement at the end of
the initial term or any renewal term shall not be and shall not be interpreted
as being unilateral termination of the Agreement by either party.

      4. REPRESENTATIVE'S AND COMPANY'S REPRESENTATIONS AND WARRANTIES AND
COVENANTS.

      REPRESENTATIVE represents and warrants as follows:

      (a)   Organization and Authority. REPRESENTATIVE represents, warrants and
            covenants that it is duly organized and existing under the laws of
            Pennsylvania, and is in good standing under the laws of its state of
            incorporation to conduct its business activities as presently being
            conducted and contemplated in this Agreement and has full power
            and authority to enter into this Agreement and to perform the duties
            contemplated hereby. COMPANY represents, warrants and covenants that
            it is, and will remain in full compliance with all applicable laws
            and regulations involved in its solicitation and sales of PRODUCTS.

      (b)   Staff and Facilities. REPRESENTATIVE represents, warrants and
            covenants that it presently has, is maintaining, and shall continue
            to maintain during the term of this Agreement, at its sole cost and
            expense, a properly established and experienced staff, and suitable
            and adequate organization, premises and facilities


                                      -2-
<PAGE>

            for properly and efficiently carrying out its obligations under this
            Agreement to the extent necessary.

      (c)   Disclosures. So as to avoid a conflict of interest between
            REPRESENTATIVE and the COMPANY or an adverse effect on the COMPANY,
            REPRESENTATIVE represents and warrants that due to REPRESENTATIVE's
            prior business or other activities or for any other reason,
            REPRESENTATIVE's appointment under this Agreement will not result in
            a conflict of interest or will not adversely affect the sale of the
            PRODUCTS.

            REPRESENTATIVE further represents, warrants and covenants that it
            shall, during the term of this Agreement, decline to promote or
            engage in, directly or indirectly, the sale or servicing of any
            additional products of COMPANY absent the prior written consent of
            the COMPANY.

      (d)   No Misrepresentations. REPRESENTATIVE represents, warrants and
            covenants that it has not made nor will it make any
            misrepresentations regarding the COMPANY'S capabilities, operating
            and financial condition, delivery, performance, perceived, actual or
            otherwise, either as an embellishment or detriment to customers'
            perception of the COMPANY.

      COMPANY represents and warrants as follows:

            (a) Organization and Authority. COMPANY represents, warrants and
            covenants that it is duly organized and existing under the laws of
            Delaware, and is in good standing under the laws of its state of
            incorporation to conduct its business activities as presently being
            conducted and contemplated in this Agreement and has full power and
            authority to enter into this Agreement and to perform the duties
            contemplated hereby. COMPANY represents, warrants and covenants that
            it is, and will remain in full compliance with all applicable laws
            and regulations involved in its solicitation and sales of PRODUCTS.

      5. REPRESENTATIVE'S OBLIGATIONS. REPRESENTATIVE acknowledges and expressly
agrees that each of the obligations set forth in this Paragraph 5 is inherent in
the relationship between the parties contemplated in this Agreement.

      Accordingly, REPRESENTATIVE at its sole cost and expense expressly agrees
as follows:

      (a)   Sales Promotion. REPRESENTATIVE shall carry out sales promotion work
            and solicitation of sales for the PRODUCTS diligently, using its
            best efforts for the account of the COMPANY and in accordance with
            the COMPANY'S established practices and procedures. These efforts
            shall include, but shall not in any way be limited to: (i)
            marketing, advertising and promoting the PRODUCTS effectively;


                                       -3-
<PAGE>

            (ii) ordering and keeping a representative selection of the
            COMPANY's up-to-date promotional sales literature, price list,
            catalogues and other promotion materials in good condition; (iii)
            informing the COMPANY of any suggestions for modification, variation
            or improvement of the PRODUCTS for the purpose of meeting specific
            local requirements for sales to Customers; (iv) ensuring the
            PRODUCTS are sold as advertised in the form and with the labeling or
            making designated by die COMPANY; and (v) at the request of the
            COMPANY, collecting and transferring to the COMPANY, its
            subsidiaries or its affiliated companies any of the PRODUCTS owned
            by the COMPANY.

      (b)   Order and Inquiries. REPRESENTATIVE shall promptly and actively
            follow up every lead supplied by the COMPANY, and shall transmit or
            cause to be transmitted to the COMPANY without delay any order for
            or inquiry concerning the PRODUCTS from time to time received by
            REPRESENTATIVE.

      (c)   Customer Service and Assistance. Upon request, REPRESENTATIVE shall
            provide such assistance to the COMPANY or customers of the COMPANY
            and REPRESENTATIVE, as may be mutually agreed upon by the
            REPRESENTATIVE and the COMPANY from time to time.

      (d)   Reports and Meetings. On June 15, 1998 and within ten (10) calendar
            days from the end of each calendar quarter thereafter during which
            this Agreement is in effect, REPRESENTATIVE, or a principal of
            REPRESENTATIVE, as appropriate, shall (A) submit reports to the
            COMPANY setting forth such information as may be reasonably
            requested by the COMPANY, including, but not limited to: (i) in
            reasonable detail, market analysis and sales forecasts with respect
            to the PRODUCTS for the quarterly period immediately following each
            above-mentioned calendar quarter; and (ii) also in reasonable
            detail, information as to the activities of the COMPANY's and the
            REPRESENTATIVE's competitors and potential competitors and,
            generally, as to any matter known by REPRESENTATIVE, including laws,
            degrees, and regulations of any governmental entity which could
            affect the sale of the PRODUCTS, and (B) meet in person at the
            COMPANY'S Orlando, Florida offices with a designated representative
            of the COMPANY for the purpose of the COMPANY and the
            REPRESENTATIVE mutually (i) to establish and set out clearly in
            writing certain objective performance criteria, targets and/or other
            standards ("Performance Criteria") in respect of each party's
            performance of its respective obligations hereunder, and (ii) to
            evaluate and determine whether each of the respective Performance
            Criteria agreed to by the parties for the immediately preceding
            quarter was met or otherwise satisfied by such party; provided,
            however, that the Performance Criteria for the initial period of
            this Agreement up to the June 15th meeting, shall be mutually
            established by the parties as soon as reasonably practicable after
            the execution hereof). To the extent that the parties


                                       -4-
<PAGE>

            agree that any of such Performance Criteria was not met or otherwise
            satisfied by the respective obligated party, then the other party
            shall be entitled either (A) to suspend privileges granted to the
            other hereunder, including, without limitation, with respect to
            REPRESENTATIVE's failure to meet such Performance Criteria,
            COMPANY's right to suspend REPRESENTATIVE's exclusive Right of
            Solicitation (as described in Paragraph 2 hereof), or (B) terminate
            this Agreement under the terms of Subparagraph 11(c) hereof. To the
            extent that the parties cannot agree either on the respective
            Performance Criteria for any calendar quarter or a party's
            satisfaction thereof, as described in the immediately preceding
            sentence, then the matter shall be subject to the dispute resolution
            procedures described in Paragraph 16 hereof.

            In addition, at least one of the principals of REPRESENTATIVE shall
            meet in person with designated representative of COMPANY at
            COMPANY's Orlando, Florida offices at a minimum of once a month for
            each month during which this Agreement is in effect. The parties
            agree that such meetings are for the mutual benefit of both
            REPRESENTATIVE and COMPANY and, therefore, attendance at such
            meetings by REPRESENTATIVE's principal(s) shall be without any
            compensation whatsoever to such principal(s) or to REPRESENTATIVE
            for such principal(s)' time or otherwise.

      (e)   Industrial Property Rights. REPRESENTATIVE recognizes and shall
            respect the rights of the COMPANY, as well as the rights of its
            respective subsidiaries and affiliated companies, if any, in its
            respective trademarks, trade names, copyrights and patents, whether
            or not registered, and REPRESENTATIVE shall not use any of its
            trademarks in conjunction with the PRODUCTS without the prior
            written consent of the COMPANY. REPRESENTATIVE shall communicate to
            the COMPANY all inventions or improvements made by REPRESENTATIVE
            relating to the PRODUCTS, including in its applications, and
            REPRESENTATIVE hereby irrevocably assigns and transfers to the
            COMPANY all right, title and interest in and to such related
            inventions and improvements and such inventions and improvements
            shall pursuant to the terms hereof become the property of the
            COMPANY. REPRESENTATIVE shall assist the COMPANY and its
            subsidiaries and affiliated companies, when requested, in obtaining,
            registering, and maintaining patents, trademarks, tradenames and
            copyrights in the COMPANY's and its subsidiaries' and affiliated
            companies' names which are used in conjunction with the PRODUCTS as
            may be necessary from time to time.

            REPRESENTATIVE shall supply to the COMPANY samples of any labels or
            advertising material prepared by REPRESENTATIVE and bearing any
            trademarks or tradenames of the COMPANY or its subsidiaries or
            affiliated companies, if any.


                                       -5-
<PAGE>

      (f)   Confidential Information. Except with the prior written consent of
            the COMPANY, REPRESENTATIVE shall not use or disclose to any person,
            business or public body any written and oral information, data and
            documents relating to this COMPANY, its subsidiaries or affiliates,
            the PRODUCTS, or the COMPANY's business, including without
            limitation patents, trademarks, trade names, know-how, memoranda,
            personal notes, worksheets, computer data, and other proprietary
            information; prospective and existing customers of COMPANY, other
            individuals and businesses with whom COMPANY currently does business
            or plans to do business; financial and other corporate records;
            operational, sales, promotional and marketing methods and techniques
            and studies; pricing information; information other than in the
            discharge of REPRESENTATIVE's duties, including sales promotion
            activities; etc. (collectively, the "Information").

            (i)   The parties agree that the COMPANY's Information is
                  proprietary and confidential, and REPRESENTATIVE acknowledges
                  that the unauthorized disclosure or use thereof would
                  materially adversely affect the COMPANY's business and
                  competitive position. The COMPANY and the REPRESENTATIVE
                  further agree that the Information (A) is valuable, special
                  and a unique asset of the COMPANY, (B) has provided and will
                  hereafter provide the COMPANY with a substantial competitive
                  advantage in the operation of its business, and (C) is a
                  legitimate business interest of the COMPANY. The COMPANY and
                  REPRESENTATIVE agree that the existence of these legitimate
                  business interests justifies the need for the confidentiality
                  and non-circumvention covenants set forth herein.

            (ii)  As an express condition to COMPANY's use of REPRESENTATIVE's
                  services hereunder and its execution of this Agreement,
                  REPRESENTATIVE shall not, during the term of this Agreement,
                  or at any time thereafter (unless a court interpreting this
                  provision finds such unlimited period to be unreasonable, and,
                  accordingly, the parties intend this restrictive covenant to
                  last for a period of 10 years) either directly or indirectly,
                  communicate, publish, disclose. divulge, or use, or authorize
                  anyone else to communicate, publish, disclose, divulge, or
                  use, for the benefit of himself or any other person, persons,
                  partnership, association, corporation, or other entity, any
                  Information which may be communicated to REPRESENTATIVE or of
                  which REPRESENTATIVE may be apprised by virtue of this
                  Agreement. Any and all information, knowledge, know-how, and
                  techniques which COMPANY designates as confidential shall be
                  deemed confidential for purposes of this Agreement, except
                  information which (i) REPRESENTATIVE can demonstrate came to
                  its attention prior to disclosure thereof by COMPANY; (ii) at
                  or after the time of disclosure by COMPANY to REPRESENTATIVE,
                  lawfully


                                       -6-
<PAGE>

                  had become a part of the public domain through lawful
                  publication or communication by others; or (iii) is lawfully
                  required to be disclosed by any governmental agency or
                  applicable law. REPRESENTATIVE further covenants and agrees
                  that at all times during the term hereof and at all times
                  thereafter REPRESENTATIVE will hold all of the foregoing
                  information in secrecy as trustee or custodian for the COMPANY
                  for the exclusive benefit of the COMPANY, and will faithfully
                  do everything in its power to assist the COMPANY in holding in
                  secrecy the foregoing.

            (iii) If REPRESENTATIVE becomes legally obligated to disclose any
                  information, the REPRESENTATIVE shall give the COMPANY prompt
                  rind timely notice of such fact so that the COMPANY may obtain
                  a protective order or other appropriate remedy concerning any
                  such disclosure or waive the REPRESENTATIVE's compliance with
                  the provisions of this Agreement. The REPRESENTATIVE shall not
                  disclose any such information without first giving the
                  COMPANY ten (10) business days to consent to the disclosure or
                  notify the REPRESENTATIVE of its intention to seek a
                  protective order or other appropriate remedied; provided,
                  however, that the REPRESENTATIVE may disclose such Information
                  less than ten (10) days after giving notice to the COMPANY if
                  ordered to do so by any duly authorized state or federal
                  governmental entity in court of law or equity. The
                  REPRESENTATIVE shall cooperate fully with the COMPANY in
                  connection with the COMPANY'S efforts to obtain a protective
                  order or other appropriate remedy. In the event the COMPANY is
                  unable to obtain a protective order or other appropriate
                  remedy with respect to the Information or has not responded to
                  the REPRESENTATIVE's notice within the ten (10) day period, or
                  the reduced time period, if applicable, referred to above,
                  and the REPRESENTATIVE has complied with its obligations
                  under this Paragraph, the REPRESENTATIVE shall not be liable
                  for the disclosure of Information legally required to he
                  disclosed and not subject to a protective order or other
                  appropriate remedy; provided, however, that the REPRESENTATIVE
                  shall have nevertheless used its best efforts to have the
                  Information so required to be disclosed treated
                  confidentially.

      (g)   Non-Competition and Non-Solicitation.

            (i)   REPRESENTATIVE covenants that, except as otherwise approved in
                  advance and in writing by COMPANY, REPRESENTATIVE shall not,
                  during the term of this Agreement, and for a continuous
                  uninterrupted period of twelve (12) months commencing upon the
                  expiration or termination of this Agreement, regardless of the
                  cause for termination,


                                      -7-
<PAGE>

                  individually, or jointly with others, either directly or
                  indirectly, for himself, or through, on behalf of, or in
                  conjunction with any person, persons, partnership,
                  association, corporation, or other entity, own, maintain,
                  operate, engage in, become associated with, serve as a
                  consultant to, accept compensation from or have any interest
                  in any business enterprise (including, without limitation, any
                  person, firm or corporation, regardless of whether such
                  enterprise be a new business started by REPRESENTATIVE alone
                  or with others) whose products or services compete with those
                  offered by the COMPANY (its predecessors or affiliates), and
                  shall not directly or indirectly act as an officer, director,
                  employee, partner, contractor, consultant, advisor, principal,
                  agent, or proprietor, or in any other capacity for, nor lend
                  any assistance (financial, managerial, consulting or
                  otherwise) to or cooperate with, any such business enterprise.
                  This Subparagraph 5(g) constitutes a series of separate
                  covenants for each county, state (including the District of
                  Columbia) and country in which COMPANY or its subsidiaries or
                  affiliates transacts business.

            (ii)  REPRESENTATIVE specifically acknowledges that it will have
                  access to Information, including, without limitation,
                  prospective and existing customers or customer lists of
                  COMPANY. REPRESENTATIVE covenants and agrees that during the
                  term of this Agreement, and for a continuous uninterrupted
                  period of twelve (12) months, commencing upon the expiration
                  or termination of this Agreement, except as otherwise approved
                  in advance and in writing by COMPANY, REPRESENTATIVE shall
                  not, either directly or indirectly, for himself, or through,
                  on behalf of, or in conjunction with any person, persons,
                  partnership, association, corporation, or entity: (A) divert
                  or attempt to divert or solicit any prospective or existing
                  customer of COMPANY to any competitor by direct or indirect
                  inducement or otherwise; or (B) employ or seek to employ any
                  person who is at that time employed by COMPANY, any affiliate
                  of COMPANY, or otherwise directly or indirectly induce or
                  solicit such person to leave his or her employment.

            (iii) COMPANY and REPRESENTATIVE agree that the Information and the
                  substantial relationships with COMPANY's specific prospective
                  and existing customers: (i) are valuable, special, and a
                  unique asset of COMPANY; (ii) have provided and will hereafter
                  provide COMPANY with a substantial competitive advantage in
                  the operation of its business; and (iii) are a legitimate
                  business interest of COMPANY. COMPANY and REPRESENTATIVE also
                  agree that the existence of these legitimate business
                  interests justifies the need for the restrictive covenants set
                  forth in


                                       -8-
<PAGE>

                  Subparagraphs 5(f) and 5(g), and the restrictive covenants are
                  reasonably necessary to protect COMPANY's legitimate business
                  interests.

            (iv)  In the event that any other provision of these Subparagraphs
                  5(f) and f(g) or the application of any such provision shall
                  be held to be prohibited or unenforceable in any jurisdiction,
                  such provision shall, as to such jurisdiction, be ineffective
                  to the extent of such prohibition or unenforceability. The
                  remaining provisions of this covenant to refrain from
                  competition shall remain in full force and effect, and any
                  such prohibition or unenforceability in any jurisdiction shall
                  not invalidate or render unenforceable such provision in any
                  other jurisdiction. The parties shall use their best efforts
                  to replace the provision that is contrary to law with a legal
                  one approximating to the extent possible the original intent
                  of the parties.

      (h)   Sub-representatives. REPRESENTATIVE shall not, without the prior
            written consent of the COMPANY, appoint any sub-representatives,
            agents, subdistributors or dealers to carry out any of the
            activities covered by this Agreement. In the event that the COMPANY
            shall consent to any such appointment by REPRESENTATIVE, the latter
            as sole principal thereof and for its account shall in each case
            cause the sub-representative, agent, sub-distributor or dealer to
            comply with any and all obligations imposed on REPRESENTATIVE under
            this Agreement.

      (i)   Representations. REPRESENTATIVE shall not make any representations
            as to the PRODUCTS other than those, if any, contained in the
            written PRODUCTS information and data provided by the COMPANY.
            REPRESENTATIVE shall be totally responsible for any of its
            independent representation not provided or made at the express
            direction of the COMPANY and shall hold the COMPANY harmless from
            any claims and expenses, including, but not limited to, reasonable
            attorneys' fees, resulting from such unauthorized representations.

      (j)   Expenses. REPRESENTATIVE shall bear and pay when due all expenses
            incurred by it or its employees in the performance of its
            obligations under this Agreement.

      6. THE COMPANY'S OBLIGATIONS. The COMPANY at its sole cost and expense
expressly agrees to the following:

      (a)   Promotional Assistance. The COMPANY agrees to reasonably supply
            REPRESENTATIVE, at the COMPANY's then prevailing price rate, with
            catalogues, promotional sales literature as such other information
            or materials as


                                       -9-
<PAGE>

            the COMPANY, in its sole judgment, believes will assist
            REPRESENTATIVE in promoting and assisting in the sale and acceptance
            of the PRODUCTS. Any translations or adaptations of the aforesaid
            materials shall be at the sole expense and responsibility of
            REPRESENTATIVE; provided, however, that the COMPANY reserves its
            absolute right to approve said translations or adaptations.

      (b)   Executed Orders and Invoices. The COMPANY agrees to transmit or
            cause to be transmitted to REPRESENTATIVE copies of (i) executed
            orders with customers referred by REPRESENTATIVE, and (ii) invoices
            covering deliveries pursuant to such orders.

      (c)   Expenses. The COMPANY shall bear and pay when due all expenses
            incurred by it or its employees in the performance of its
            obligations under this Agreement.

      7.    HANDLING AND ACCEPTANCE OF ORDERS, PRICES, DELIVERY AND CREDIT.

      (a)   Orders. REPRESENTATIVE shall promptly submit to the COMPANY for the
            latter's acceptance all orders for the PRODUCTS. The COMPANY will
            not be bound by any such order until (i) COMPANY and customer have
            executed an appropriate agreement which sets forth the terms and
            conditions of the purchase and sale of the PRODUCTS, and (ii) such
            order is accepted by the COMPANY which, at its sole discretion, it
            may accept or reject for any reason whatsoever any such order
            without incurring any liability whatsoever to REPRESENTATIVE or any
            third party upon any and all such rejections. Orders for the
            PRODUCTS shall be deemed to have been accepted by the COMPANY only
            upon acceptance in writing by the COMPANY unless otherwise agreed to
            by COMPANY. Furthermore, under no circumstances shall COMPANY be
            liable for any damages, penalties, costs or offsets arising out of
            the failure to deliver any order or for any damages, penalties,
            costs or offsets for late delivery of any order including, without
            limitation, special or consequential damages; provided, however,
            that in light of both parties' desire to limit their liability to
            customers. COMPANY agrees to use its best commercially reasonable
            effects to notify the customer of the COMPANY's disclaimers and
            limitations on liability in an appropriate manner.

            Any and all orders from time to time submitted by REPRESENTATIVE
            shall clearly identify the Customer, and if accepted by the COMPANY,
            shall be valid only for such Customer.

            Furthermore, each such order shall be subject to the COMPANY's
            prevailing terms and conditions or sale, which may be changed or
            established from time to time by the COMPANY at its discretion.


                                      -10-
<PAGE>

      (b)   Price. The price for the PRODUCTS shall be the one designated from
            time to time by the COMPANY, and any and all changes shall be
            effective upon thirty (30) calendar days' written notice by the
            COMPANY. COMPANY shall establish and have exclusive control over all
            prices, discounts, specifications and other terms relating to the
            sales of PRODUCTS pursuant to this Agreement. REPRESENTATIVE shall
            not represent pricing of the COMPANY to any party or parties without
            prior written confirmation or such pricing from the COMPANY.
            REPRESENTATIVE shall not accept orders in the COMPANY's name or make
            delivery promises without the COMPANY'S prior written approval.

      (c)   Delivery. Shipments against orders accepted by the COMPANY under
            this Agreement shall be made in accordance with the terms and
            conditions prescribed by the COMPANY and accepted by the customer
            and shall be subject to credit, government restrictions and/or
            conditions outside the COMPANY's control.

      (e)   Credits. Customer credits and allowances shall be determined solely
            by COMPANY.

      8.    COMPREHENSIVE OF REPRESENTATIVE - COMMISSIONS.

      (a)   [Intentionally Omitted].

      (b)   Commission.

            (i)   REPRESENTATIVE shall be entitled to various percentage
                  commissions as set forth on the Schedule of Commissions
                  attached hereto and made a part hereof as Exhibit B, but only
                  on sales to Customers listed on the Schedule of Customers
                  attached hereto as Exhibit A and derived from orders from such
                  Customers submitted by REPRESENTATIVE to the COMPANY and
                  accepted by the latter. Commissions shall be computed on net
                  amounts of invoices rendered and collected by the COMPANY for
                  the PRODUCTS sold, excluding transportation, freight and
                  pallet costs, any special handing fees, any sales or other
                  applicable taxes and duties, insurance or refunds. No
                  commission shall be earned by REPRESENTATIVE and/or be due and
                  owing from the COMPANY until the COMPANY receives payment in
                  full from the customer for the PRODUCTS sold. The COMPANY may,
                  upon ninety (90) days' written notice to REPRESENTATIVE,
                  change or amend the Schedule or Commissions set forth in
                  Exhibit B. Subject to REPRESENTATIVE's Exclusive Right of
                  Solicitation (as defined herein), COMPANY may apportion the
                  applicable commission between REPRESENTATIVE and other sales
                  representatives of the COMPANY where the COMPANY


                                      -11-
<PAGE>

                  determines, in its sole discretion, that such an apportionment
                  is warranted or required. In cases in which price appears to
                  be the primary factor determining the placement of an order, a
                  lesser commission rate will be accepted by REPRESENTATIVE if
                  it appears to be in the best interest of both parties and if
                  the amount of such lower commission is mutually agreed upon
                  between the parties before the sale to a customer. COMPANY
                  shall deduct from any commission due at any time an amount
                  equivalent to commissions previously paid to REPRESENTATIVE on
                  the sale of PRODUCTS which have been subsequently returned by
                  the customer or for which allowances have been credited to the
                  customer for any reason, or for which no commission should
                  have been paid to REPRESENTATIVE under the terms hereof for
                  any reason.

            (ii)  During the term of this Agreement, COMPANY shall pay to
                  REPRESENTATIVE the monthly commission due, if any, within five
                  (5) business days after the (i) 15th of such month with
                  respect to any payment(s) received in full by COMPANY during
                  the period beginning on the 1st and ending on the 15th of such
                  month (regardless whether the 15th falls on a business day),
                  and (ii) last day of such month with respect to any payment(s)
                  received in full by COMPANY during the period beginning on the
                  16th (regardless of whether the 16th falls on a business day)
                  and ending on the last day of such month; provided, however,
                  that in light of the Initial Retainer payments to
                  REPRESENTATIVE, no commission shall be due and payable or
                  otherwise owed by COMPANY to REPRESENTATIVE for sales of
                  PRODUCTS made prior to March 1, 1998, regardless of whether to
                  Customers listed on Exhibit A.

            (iii) Payment shall be made in U.S. dollars, and, subject to a
                  mutual decision of the parties, by either depositing (at
                  REPRESENTATIVE's expense) the amount of such commissions in
                  the account of REPRESENTATIVE at such bank as designated in
                  writing by REPRESENTATIVE from time to time, or by mailing a
                  check for such amount to REPRESENTATIVE's place of business as
                  shall be designated in writing by REPRESENTATIVE from time to
                  time.

            (iv)  The COMPANY and REPRESENTATIVE acknowledge that REPRESENTATIVE
                  shall not receive any commission or compensation whatsoever
                  for any of the COMPANY's sales to customers not expressly
                  listed on Exhibit A.


                                      -12-
<PAGE>

      9.    INDEMNIFICATION.

      (a) COMPANY shall indemnify, defend, release and hold harmless
REPRESENTATIVE, its subsidiaries, affiliates, successors and assigns, and its
officers, directors, agents, employees and shareholders (collectively, the
"REPRESENTATIVE Indemnitees") from and against, any and all losses, obligations,
liabilities, penalties, and damages which REPRESENTATIVE Indenmitees may incur
or suffer and all deficiencies, actions, administrative proceedings and
judgments, reasonable costs and expenses (including reasonable legal fees) with
which any of them may be faced arising out of claims of any kind for damages or
expenses as a result of COMPANY's breach of any representations, covenants or
warranties, as set forth herein or otherwise relating to COMPANY's manufacture,
sales or other service rendered pursuant to the terms hereof.

      (b)   REPRESENTATIVE agrees to indemnify COMPANY, its parents,
            subsidiaries, affiliates, successors and assigns, and its officers,
            directors, agents, employees and shareholders (collectively,
            "COMPANY Indemnitees"), against any and all losses, obligations,
            liabilities, penalties, and damages (including but not limited to
            compensatory damages) which the COMPANY Indemnitees may incur or
            suffer and all deficiencies, actions (including without limitation,
            any proceedings to establish insurance coverage), administrative
            proceedings and judgments, reasonable costs and expenses (including
            reasonable legal fees), with which any of them may be faced arising
            out of claims of any kind for damages or expenses as a result of
            REPRESENTATIVE's breach of any of its representations, covenants or
            warranties as set forth herein, or otherwise relating to
            REPRESENTATIVE's marketing, sales or other services rendered
            pursuant to the terms hereof, to the extent such damages or expenses
            are attributable to any negligence or willful misconduct of
            REPRESENTATIVE.

      (c)   If any claims are made against COMPANY or REPRESENTATIVE as to which
            the indemnification provided herein applies, COMPANY or
            REPRESENTATIVE, as the case may be (the "indemnified party"), shall
            promptly notify the other (the "indemnifying party") thereof within
            ten (10) business days in writing, and allow the indemnifying party
            and its insurers the opportunity to assume direction and control of
            the defense against such claims, at its sole expense, including
            without limitation, the selection of counsel at the sole option of
            the indemnifying party or its insurers to the extent that the
            indemnified party's liability is not thereby invoked. The
            indemnified party shall cooperate with the indemnifying party and
            its insurer in the disposition of any such matter and the
            indemnified party will have the right to participate in the defense
            of any claim to which this Paragraph applies. Unless made with the
            express written consent of the indemnifying party, no sums paid by
            the indemnified party in settlement of any lawsuit for alleged
            damages arising from the use of PRODUCTS shall be recoverable under
            this Paragraph.


                                      -13-
<PAGE>

      (d)   In no event shall the indemnifying party be liable under this
            Paragraph for punitive damages, or any costs or fees related
            thereto, as a result of the conduct, acts or omissions of the
            indemnified party, its agents or employees.

      10. LIMITATIONS OF WARRANTIES. COMPANY warrants that it will convey to
Customers of the PRODUCTS good title to the PRODUCTS, free of all liens or any
kind whatsoever. REPRESENTATIVE HEREBY ACKNOWLEDGES AND EXPRESSLY AGREES THAT
THE COMPANY MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, WHETHER WRITTEN,
ORAL, EXPRESS OR IMPLIED AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY THE COMPANY AND
EXCLUDED FROM THIS AGREEMENT.

      11.   TERMINATION AND CONSEQUENCES AND OBLIGATIONS UPON TERMINATION OF
            EXPIRATION.

      (a)   Either party may terminate this Agreement, without demand or
            judicial resolution to that effect, at any time upon giving ninety
            (90) calendar days' prior written notice to the other party, or upon
            the occurrence of an event for termination or a just cause for
            termination as defined in Subparagraphs 11(b) and 11(c) below,
            respectively. Said termination shall become effective immediately as
            of the date on which such event for termination or just cause for
            termination occurs, unless a specific term is otherwise expressly
            provided for in this Agreement.

      (b)   This Agreement shall terminate upon the occurrence of any of the
            following events: (1) either party's failure to comply with any of
            its material obligations under this Agreement, and to correct such
            failure within a term of thirty (30) calendar days from the date of
            written notice to that effect from the other party; (ii) the
            bankruptcy of either party, any assignment by either party for the
            benefit of its creditors, the inability of either party to pay its
            debts as the same fall due, the appointment of a receiver for or any
            execution levied upon all or substantially all of either party's
            business or assets, or the filing of any petition for voluntary or
            involuntary bankruptcy or similar proceeding for or against either
            party; (iii) the expropriation of all or substantially all of the
            business or assets of either party, or the nationalization of either
            party; (iv) dissolution and/or liquidation or either party; (v) the
            acquisition, directly or indirectly, of any part of the capital
            stock or of any interest REPRESENTATIVE by any person or company
            selling, manufacturing, importing or distributing PRODUCTS that, in
            the sole judgment of the COMPANY, is actually or potentially
            competitive with the PRODUCTS; and (vi) any change in the ownership
            or management of REPRESENTATIVE which, in the sole judgment of the
            COMPANY, is significant and which, also in the sole judgment of the
            COMPANY, adversely affects the promotion, acceptance


                                      -14-
<PAGE>

            and sale of the PRODUCTS pursuant to the terms and conditions of
            this Agreement.

      (C)   Each of the following events shall be considered to constitute just
            cause for unilateral termination of this agreement by the COMPANY or
            REPRESENTATIVE, as the case may be, as provided for in Subparagraph
            11(a) above: (i) non-compliance by REPRESENTATIVE or COMPANY, as the
            case may be, with its obligations stipulated in Subparagraph 5(d) in
            this Agreement; (ii) any act or omission of REPRESENTATIVE which
            seriously affects the interest of the COMPANY; (iii) the bankruptcy
            or insolvency of REPRESENTATIVE or COMPANY; (iv) the liquidation or
            termination of the activities of REPRESENTATIVE or COMPANY; and (v)
            with respect to termination of this Agreement by the COMPANY only,
            COMPANY shall have (7) days from the date hereof to rescind and
            terminate this Agreement by written notice to REPRESENTATIVE and in
            the judgment of COMPANY's Board of Director's such recission and
            termination is necessary in the best interests of COMPANY.

      (d)   Upon termination or expiration of this Agreement for any reason
            whatsoever including, but not limited to, termination or expiration
            by passage of time or nonrenewal, the parties expressly agree that
            the following shall take effect: (i) all rights granted to
            REPRESENTATIVE under or pursuant to this Agreement shall immediately
            cease; (ii) REPRESENTATIVE shall be entitled to receive the payment
            of a commission pursuant to and in accordance with the terms and
            conditions of Paragraph 8 of this Agreement with respect to sales of
            the PRODUCTS resulting from contracts or orders placed by
            REPRESENTATIVE and accepted by the COMPANY on or before the date of
            termination of this Agreement; (iii) all contracts or orders
            placed by REPRESENTATIVE for the PRODUCTS and accepted, but not
            filled or delivered by the COMPANY as of the date of termination,
            shall be filled and delivered by the COMPANY subject to the terms
            and conditions of this Agreement; (iv) all contracts or orders for
            the PRODUCTS not accepted by the COMPANY on or before the date of
            termination shall, at the COMPANY's sole option, be cancelled; and
            (v) REPRESENTATIVE shall forthwith return to the COMPANY all
            confidential Information and other promotional sales information
            materials and literature, stationery, price lists, catalogues,
            photographs, letters, and papers that shall have been furnished by
            the COMPANY to REPRESENTATIVE during the term of this Agreement, it
            being understood that no copies of this foregoing materials may be
            retained by REPRESENTATIVE subsequent to the date of termination or
            expiration of this Agreement.

      (e)   REPRESENTATIVE acknowledges and expressly agrees that the COMPANY
            shall not be liable to REPRESENTATIVE and REPRESENTATIVE hereby


                                      -15-
<PAGE>

            waives any claims for incidental or consequential damages of any
            kind or character on account of the loss by REPRESENTATIVE of
            prospective compensation or anticipated compensation, or of
            expenditures, investments or commitments made in connection
            therewith.

      12. FORCE MAJEURE. Neither party shall be liable under this Agreement for
any loss or damage of any nature incurred as a result of any failures of delays
in performance because of any cause or circumstances beyond its control. This
includes, but is not limited to, any failures or delays in performance caused by
any strikes, lockouts, labor disputes, fires, acts of God or the public enemy,
riots, incendiaries, interference by civil or military authorities, compliance
with the laws, orders or policies of any governmental authority, delays in
transit or delivery on the part of transportation companies, or failures of
communication facilities or sources of raw materials.

      13. RELATIONSHIP OF PARTIES - AUTHORITY OF REPRESENTATIVE. The parties
acknowledge and expressly agree that REPRESENTATIVE is an independent
contractor, and that this agreement shall not constitute REPRESENTATIVE as an
agent or partner of the COMPANY for any purpose. REPRESENTATIVE is not granted
any right or authority to assume or create any obligation or responsibility,
express or implied, on behalf of the COMPANY or to bind the COMPANY in any
manner whatsoever.

      14. NOTICES. Any notice required or authorized to be given hereunder,
except for routine end typical shipment documentation, shall be communicated in
writing according to the terms and conditions of this Agreement and served by
certified letter return receipt requested or by facsimile or telex addressed to
the COMPANY or REPRESENTATIVE (as the case may be) at the applicable address set
forth in the beginning of this Agreement, or shall be given personally to an
officer of the other party confirmed by a writing at the time given or by cable
or telex. Notwithstanding, nothing contained herein shall justify or excuse
either party's failure to give oral notice for purposes of informing the other
party of circumstances or events that require prompt notification, but such oral
notice shall not satisfy the requirement of written notice.

      15.   ENTIRE AGREEMENT - SEPARATE COVENANTS - MODIFICATION - WAIVER.

      (a)   This Agreement, including the exhibits attached hereto, constitute
            the entire agreement between the parties with respect to the subject
            matter hereof and supersedes all prior agreements between the
            parties relating to the same subject matter. Any change, addition to
            or waiver of any of their terms and conditions of this Agreement
            shall be binding upon the parties only if previously approved in
            writing by the respective authorized representatives of the parties.

      (b)   The parties hereto have endeavored to limit REPRESENTATIVE's rights
            to compete to the extent necessary to protect the COMPANY from
            unfair


                                      -16-
<PAGE>

            competition; however, they recognize that reasonable persons may
            differ in making such determinations. Accordingly, the parties agree
            that each of the covenants and provisions contained in this
            Agreement shall be deemed severable and construed as independent of
            any other covenant or provision. Moreover, if all or any portion of
            a covenant or provision in this Agreement is held invalid,
            unreasonable or unenforceable by a court or agency having valid
            jurisdiction in an unappealed final decision to which COMPANY is a
            party, the remaining covenants and provisions shall remain valid and
            enforceable. REPRESENTATIVE expressly agrees to be bound by any
            lesser covenant or provision subsumed within the terms of such
            covenant or provision that imposes the maximum duty permitted by
            law, as if the resulting covenant or provision were separately
            stated in, and made a part of this Agreement and the parties
            covenant and agree that they will promptly amend this Agreement to
            the extent necessary and legally enforceable to accomplish the
            intent of such parties in the provision hereof rendered
            unenforceable.

      (c)   This Agreement and its valid execution shall constitute an accord,
            satisfaction and waiver by each party of all rights and
            indemnities, whether contractual, statutory or otherwise, against
            the other party arising out of any previous relationship or contract
            between the parties hereto. The failure of either party to require
            the performance or any term or condition of this Agreement or the
            waiver by either party of any breach of this Agreement shall not
            prevent a later enforcement of such term or condition or be deemed a
            waiver of any later breach.

      16.   DISPUTE RESOLUTION - ARBITRATION - GOVERNING LAW.

      (a)   Dispute Resolution. If any dispute, claim, question or disagreement
            (a "Disputed Matter") arises between any of the parties hereto which
            relates to this Agreement or a breach of this Agreement, the parties
            shall use their best efforts to settle such Disputed Matter. If the
            parties cannot reach a mutually agreeable solution to such Disputed
            Matter within 20 days of one party sending the other party written
            notice of such Disputed Matter (the "Resolution Period"), the
            Disputed Matter shall be submitted to arbitration as hereinafter
            provided.

      (b)   Arbitration. After the Resolution Period has expired, upon the
            demand of any party to this Agreement, any controversy or claim
            arising out of or relating to this Agreement, or any breach thereof,
            including, without limitation, any claim that this Agreement or any
            portion thereof is invalid, illegal or otherwise voidable, shall be
            submitted to arbitration before and in accordance with the rules of
            the American Arbitration Association and judgment upon the award
            may be entered in any court having jurisdiction thereof.
            Notwithstanding the foregoing sentence to the contrary, either party
            shall have the right to seek and obtain any provisional remedy,
            including, without limitation, a temporary restraining order,
            injunctive


                                      -17-
<PAGE>
            relief, or other equitable relief, from any court of competent
            jurisdiction, as may be necessary in such party's sole subjective
            judgment, to protect its interests during the pendency of such
            arbitration. The prevailing party to said arbitration or judgment of
            a court of competent jurisdiction shall be entitled to an award of
            reasonable attorney's fees. The situs of time arbitration
            proceedings shall be the regional office of the American Arbitration
            Association which is located nearest to Orlando, Florida, or such
            other office of the American Arbitration Association as the parties
            hereto shall mutually agree.

      (c)   Governing Law. The provisions of this Agreement and the documents
            delivered pursuant hereto shall be governed by and construed in
            accordance with the laws of the State of Florida, without reference
            to its principles of conflicts of laws.

      17. ASSIGNMENT. REPRESENTATIVE, shall not assign its rights or delegate
its obligations under this Agreement without the prior written consent of the
COMPANY. In turn, the COMPANY reserves the right to assign or otherwise transfer
its rights or delegate its obligations under this Agreement, at its sole option
and without REPRESENTATIVE's prior consent.

      18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute one and the same Agreement.

      19. INSURANCE. Each party shall maintain at its own expense, purchase from
an insurance company of its choice, and maintain during the entire term of this
Agreement, policies of Worker's Compensation Insurance, General Liability
Insurance, and Product Liability Insurance covering its responsibilities
regarding the PRODUCTS under this Agreement, provided, however, that only
COMPANY and not REPRESENTATIVE shall have the obligation to maintain Product
Liability Insurance. Upon request, either party shall provide the other with
evidence that such insurances are existing and maintained.


                                      -18-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate, as of the date first above written, by their respective
authorized officials.

                                                 COMPANY:

WITNESS:                                         CONVERSION TECHNOLOGIES
                                                 INTERNATIONAL, INC.

/s/ Gary Jellum
-----------------------------                    By: /s/ William Amt
                                                     ---------------------------
                                                 Title: President
/s/ Gary Jellum 
-----------------------------
Print Name

                                                 REPRESENTATIVE:

                                                 ENGINEERED PRODUCTS SALES
                                                 ASSOCIATES


                                                 By: /s/ Jack D. Hays, Jr.
                                                     ---------------------------
                                                 Title: President


                                      -19-
<PAGE>

                     Customer List and Performance Criteria
                               CTI/EPSA Agreement
                                  EXHIBIT "A"

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                         Trade                                         Historical Sales Performance              
        Customer                       Location           Y/E 6-30-96       Y/E 6-30-97          97 - 5 mos.       Avg. Sales/mo 
                                                                                                 7/1 - 11/22         29 Months   
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
Conversion Distributors Supported by Engineered Product Sales Associates
---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                <C>                 <C>                 <C>           
  A&E Atlanta                             GA            $           -      $            -      $            -      $            -
  Cedar Height Clay Company              Ohio           $           -      $            -      $            -      $            -
* Chemical Distributors, Inc.             NY            $       1,530      $        6,631      $        1,740      $          341
  Checker Industries                      PA            $       3,400      $          653      $            -      $          140
* Corrosion Specialties, Inc.       TN,GA,SC,FL,NC      $       3,757      $        1,973      $            -      $          198
  Dawson McDonald                         MA            $       3,076      $           (4)     $            -      $          106
  EPRO, Inc.                        OH,PA,MI,IL,KY      $           -      $            -      $            -      $            -
  Fortune Metal Finishing                 MA            $           -      $            -      $            -      $            -
  Genesis Bonded Abrasives                TN            $           -      $            -      $            -      $            -
  Kali Industries Supply co.              NY            $           -      $        2,408      $            -      $           83
  Metal Finishing Supply Company          WI            $           -      $            -      $            -      $            -
* Metal Preparations                      NY            $      16,114      $       33,667      $       14,609      $        2,220
  Metal Spray                             VA            $           -      $            -      $            -      $            -
* Midvale Industries                   MO,OK,IL         $      10,960      $       14,237      $            -      $          869
* N.T. Ruddock, Co.                 OH,PA,MI,IL,KY      $      25,563      $       96,913      $       72,784      $        6,733
* Omni Finishing, Inc.               PA,NJ,DE,MD        $       5,443      $        3,352      $            -      $          303
* Porter Warner Industries             TN,AI,GA         $      11,696      $       23,856      $       10,000      $        1,571
  Ryan Equipment                          IL            $           -      $            -      $            -      $            -
* Standard Sand & Silica                  FL            $       6,706      $        9,120      $            -      $          546
* W.H. Shurtleff Co.                      MA            $       4,360      $        3,660      $            -      $          277
                                                       --------------------------------------------------------------------------
  Subtotal Distribution                                 $      92,605      $      196,464      $       99,133      $       13,386
                                                       --------------------------------------------------------------------------

<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Manufacturers/OEM Accounts Supported by Engineered Product Sales Associates
---------------------------------------------------------------------------------------------------------------------------------

<S>                               <C>                 <C>                <C>                 <C>                 <C>           
  Able Alloy, Inc.                     Ohio           $           -      $            -      $            -      $            -
  Advance Materials Corporation         PA            $           -      $            -      $            -      $            -
  AIM                                  NJ,TX          $           -      $            -      $            -      $            -
  American Marazzi                      NJ            $           -      $            -      $            -      $            -
  Architerra                            NJ            $           -      $            -      $            -      $            -
  Armstrong Worldwide Industries     PA,OK,IN         $           -      $            -      $            -      $            -
  Bayer                                 PA            $           -      $            -      $            -      $            -
  Benjamin Moore                       NJ,OH          $           -      $            -      $            -      $            -
  B&W Tile                              CA            $           -      $            -      $            -      $            -
  Caterpillar                           IL            $           -      $            -      $            -      $            -
  Ceramix                               TX            $           -      $            -      $            -      $            -

<CAPTION>
-------------------------------------------------------------------------------------------    ----------------------------------
                                                                                                       Performance Criteria
        Customer                                                                 Total             Average Monthly Running Sales
                                                                               Revenues           1998         1999         2000
-------------------------------------------------------------------------------------------    ----------------------------------

-------------------------------------------------------------------------------------------    ----------------------------------
Conversion Distributors Supported by Engineered Product Sales Associates
-------------------------------------------------------------------------------------------    ----------------------------------
<S>                                                                         <C>                 <C>          <C>          <C>
  A&E Atlanta                                                               $            -        1,000        1,200        1,560
  Cedar Height Clay Company                                                 $            -        1,000        1,200        1,560
* Chemical Distributors, Inc.                                               $        9,901        1,000        1,200        1,560
  Checker Industries                                                        $        4,053        1,000        1,200        1,560
* Corrosion Specialties, Inc.                                               $        5,730        1,000        1,200        1,560
  Dawson McDonald                                                           $        3,072        1,000        1,200        1,560
  EPRO, Inc.                                                                $            -        1,000        1,200        1,560
  Fortune Metal Finishing                                                   $            -        1,000        1,200        1,560
  Genesis Bonded Abrasives                                                  $            -        1,000        1,200        1,560
  Kali Industries Supply co.                                                $        2,408        1,000        1,200        1,560
  Metal Finishing Supply Company                                            $            -        1,000        1,200        1,560
* Metal Preparations                                                        $       64,389        2,664        3,464        4,503
  Metal Spray                                                               $            -        1,000        1,200        1,560
* Midvale Industries                                                        $       25,197        1,000        1,200        1,560
* N.T. Ruddock, Co.                                                         $      195,260       10,100       20,199       36,359
* Omni Finishing, Inc.                                                      $        8,795        1,000        1,200        1,560
* Porter Warner Industries                                                  $       45,552        1,885        2,262        2,940
  Ryan Equipment                                                            $           --        1,000        1,200        1,560
* Standard Sand & Silica                                                    $       15,826        1,000        1,200        1,560
* W.H. Shurtleff Co.                                                        $        8,020        1,000        1,200        1,560
                                                                            ---------------    ----------------------------------
  Subtotal Distribution                                                     $      388,201      $29,649      $43,925      $67,202
                                                                            ---------------    ----------------------------------

<CAPTION>
-------------------------------------------------------------------------------------------    ----------------------------------
Manufacturers/OEM Accounts Supported by Engineered Product Sales Associates
-------------------------------------------------------------------------------------------    ----------------------------------

<S>                                                                         <C>                 <C>          <C>          <C>
  Able Alloy, Inc.                                                          $            -          500          750        1,125
  Advance Materials Corporation                                             $            -          500          750        1,125
  AIM                                                                       $            -          500          750        1,125
  American Marazzi                                                          $            -          500          750        1,125
  Architerra                                                                $            -          500          750        1,125
  Armstrong Worldwide Industries                                            $            -          500          750        1,125
  Bayer                                                                     $            -          500          750        1,125
  Benjamin Moore                                                            $            -          500          750        1,125
  B&W Tile                                                                  $            -          500          750        1,125
  Caterpillar                                                               $            -          500          750        1,125
  Ceramix                                                                   $            -          500          750        1,125
</TABLE>
<PAGE>

                     Customer List and Performance Criteria
                               CTI/EPSA Agreement
                                  EXHIBIT "A"

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                         Trade                                         Historical Sales Performance              
        Customer                       Location           Y/E 6-30-96       Y/E 6-30-97          97 - 5 mos.       Avg. Sales/mo 
                                                                                                 7/1 - 11/22         29 Months   
---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                <C>                 <C>                 <C>           
  Certainteed Corporation                PA,IN          $           -      $            -      $            -      $            -
  Church & Dwight                         NJ            $           -      $            -      $            -      $            -
  Crossville Ceramics                     TN            $           -      $            -      $            -      $            -
  CSX Corporation                      PA,WV,KY         $           -      $            -      $            -      $            -
  Concure                                 PA            $           -      $            -      $            -      $            -
  Conrail                                 NY            $           -      $            -      $            -      $            -
  Cutter Company, Inc.                    MA            $           -      $            -      $            -      $            -
  Daltile                              CA,TX,PA         $           -      $            -      $            -      $            -
  Ebara Solar, Inc.                      Ohio           $           -      $            -      $            -      $            -
  EPL Ceraminc Materials                  IN            $           -      $            -      $            -      $            -
  Endicott Tile                          PA,NE          $           -      $            -      $            -      $            -
  Epro, Inc.                             Ohio           $           -      $            -      $            -      $            -
  Flexbond                                PA            $           -      $            -      $            -      $            -
  Forever New                             PA            $           -      $            -      $            -      $            -
  Florida Tile                            FL            $           -      $            -      $            -      $            -
  Hztchsner Manufacturing                 NH            $           -      $            -      $            -      $            -
  Glit, Inc.                              GA            $           -      $            -      $            -      $            -
  Grand Northern Products                 MN            $           -      $            -      $            -      $            -
  Interceramics USA                      PA,TX          $           -      $            -      $            -      $            -
  KPT USA                                 IN            $           -      $            -      $            -      $            -
  Laufen USA                             Ohio           $           -      $            -      $            -      $            -
  Marion Ceramics                         SC            $           -      $            -      $            -      $            -
  Metropolitan Ceramic Tile              PA,OH          $           -      $            -      $            -      $            -
  Neweil Companies                       OH,PA          $           -      $            -      $            -      $            -
  O-C Fiberglass                          OH            $           -      $            -      $            -      $            -
  Poroclonite                             OH            $           -      $            -      $            -      $            -
  Pratt Whitney - United Aircraft         CT            $           -      $            -      $            -      $            -
  Quarry Tile Company                    PA,WA          $           -      $            -      $            -      $            -
  Royal Monarch - St. Georages Group      PA            $           -      $            -      $            -      $            -
  Jacksonville mfg.., Inc. (Regalware     AR            $       6,640      $        8,120      $        3,500      $          630
  Sauereisen Coatings Company             PA            $           -      $            -      $            -      $            -
  Sandcamp Abrasives                     Ohio           $           -      $            -      $            -      $            -
  Seneca Tiles                            OH            $           -      $            -      $            -      $            -
  Sherwin Williams                        OH            $           -      $            -      $            -      $            -
  Sonoma Tile                          PA,CA,TX         $           -      $            -      $            -      $            -
  St. Georges Group                       PA            $           -      $            -      $            -      $            -
  Standard Ceramics Supply                PA            $           -      $            -      $            -      $            -

<CAPTION>
-------------------------------------------------------------------------------------------    ----------------------------------
                                                                                                       Performance Criteria
        Customer                                                                 Total             Average Monthly Running Sales
                                                                               Revenues           1998         1999         2000
-------------------------------------------------------------------------------------------    ----------------------------------
<S>                                                                         <C>                 <C>          <C>          <C>
  Certainteed Corporation                                                   $          -          500          750        1,125
  Church & Dwight                                                           $          -          500          750        1,125
  Crossville Ceramics                                                       $          -          500          750        1,125
  CSX Corporation                                                           $          -          500          750        1,125
  Concure                                                                   $          -          500          750        1,125
  Conrail                                                                   $          -          500          750        1,125
  Cutter Company, Inc.                                                      $          -          500          750        1,125
  Daltile                                                                   $          -          500          750        1,125
  Ebara Solar, Inc.                                                         $          -          500          750        1,125
  EPL Ceraminc Materials                                                    $          -          500          750        1,125
  Endicott tile                                                             $          -          500          750        1,125
  Epro, Inc.                                                                $          -          500          750        1,125
  Flexbond                                                                  $          -          500          750        1,125
  Forever New                                                               $          -          500          750        1,125
  Florida Tile                                                              $          -          500          750        1,125
  Hztchsner Manufacturing                                                   $          -          500          750        1,125
  Glit, Inc.                                                                $          -          500          750        1,125
  Grand Northern Products                                                   $          -          500          750        1,125
  Interceramics USA                                                         $          -          500          750        1,125
  KPT USA                                                                   $          -          500          750        1,125
  Laufen USA                                                                $          -          500          750        1,125
  Marion Ceramics                                                           $          -          500          750        1,125
  Metropolitan Ceramic Tile                                                 $          -          500          750        1,125
  Neweil Companies                                                          $          -          500          750        1,125
  O-C Fiberglass                                                            $          -          500          750        1,125
  Poroclonite                                                               $          -          500          750        1,125
  Pratt Whitney - United Aircraft                                           $          -          500          750        1,125
  Quarry Tile Company                                                       $          -          500          750        1,125
  Royal Monarch - St. Georages Group                                        $          -          500          750        1,125
  Jacksonville mfg.., Inc. (Regalware                                       $     18,260          630          630          630
  Sauereisen Coatings Company                                               $          -          500          750        1,125
  Sandcamp Abrasives                                                        $          -          500          750        1,125
  Seneca Tiles                                                              $          -          500          750        1,125
  Sherwin Williams                                                          $          -          500          750        1,125
  Sonoma Tile                                                               $          -          500          750        1,125
  St. Georges Group                                                         $          -          500          750        1,125
  Standard Ceramics Supply                                                  $          -          500          750        1,125
</TABLE>
<PAGE>

                     Customer List and Performance Criteria
                               CTI/EPSA Agreement
                                  EXHIBIT "A"

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                         Trade                                         Historical Sales Performance              
        Customer                       Location           Y/E 6-30-96       Y/E 6-30-97          97 - 5 mos.       Avg. Sales/mo 
                                                                                                 7/1 - 11/22         29 Months   
---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                <C>                 <C>                 <C>           
  Stark Ceramics, Inc.                    OH            $           -      $            -      $            -      $            -
  Stonelight                             PA,CA          $           -      $            -      $            -      $            -
  Summitville Tile, Inc.                 OH,NC          $           -      $            -      $            -      $            -
  Synergy                                 PA            $           -      $            -      $            -      $            -
  Terra Design                            NJ            $           -      $            -      $            -      $            -
  Terra Green Ceramics                    IN            $           -      $            -      $            -      $            -
  Tile Cera                               TN            $           -      $            -      $            -      $            -
  Tile Works                             PA/IA          $           -      $            -      $            -      $            -
  Triple G. coatings                      NJ            $           -      $            -      $            -      $            -
  US Ceramics Tile Company                OH            $           -      $            -      $            -      $            -
  Upstate Auto Warehouse                  NY            $       3,450      $        2,207      $            -      $          195
  W.A. Ritz                               PA            $           -      $            -      $            -      $            -
  W.M. Barr                               TN            $           -      $            -      $            -      $            -
  Westinghouse                            NC            $           -      $            -      $            -      $            -
  Westin Quarry Tile                    PA, CA          $           -      $                   $            -      $            -
  
  Subtotal Direct Sales                                 $      10,090      $       10,327      $        3,500      $          825
                                                       --------------------------------------------------------------------------
  Total                                                 $     102,694      $      206,790      $      102,633      $       14,211
                                                       --------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
Conversion Customers and Distributors Not Covered By Agreement with Engineered Product Sales Associates
---------------------------------------------------------------------------------------------------------------------------------

  Agmet Metals                            OH            $           -      $            -      $            -      $            -
  A-Line Products Corp.                                 $         300      $            -      $            -      $           10
  Aven Tools                                            $           -      $           15      $            -      $            1
  American Econotread, Inc.                             $          23      $            -      $            -      $            1
  Air Response & Services.                              $           -      $          430      $            -      $           15
  Advanced Finishing Equip.                             $           -      $            -      $           35      $            1
  Acquarius Coatings                                    $           -      $          580      $            -      $           20
  Benjamin Moore & Co.                                  $         296      $            -      $            -      $           10
  Bimark Wirral, Ltd.                   England         $           -      $            -      $            -      $            -
  Casual Patio Design, Inc                              $           -      $          350      $            -      $           12
  Chautauqua Woods                                      $           -      $            -      $           35      $            1
  Coronado Laboratories, Inc.                           $           -      $          175      $            -      $            6
  Conlog Control, Ltd.                  Israel          $       6,728      $            -      $        8,420      $          522
  Carpenter Brothers, Inc.                              $         570      $            -      $            -      $           20
  Cytech Laboratories, Inc.               FL            $          13      $        2,124      $            -      $           74
  Daewoo                                 Japan          $       8,078      $            -      $            -      $          279

<CAPTION>
-------------------------------------------------------------------------------------------    ----------------------------------
                                                                                                       Performance Criteria
        Customer                                                                 Total             Average Monthly Running Sales
                                                                               Revenues           1998         1999         2000
-------------------------------------------------------------------------------------------    ----------------------------------
<S>                                                                         <C>                 <C>          <C>         <C>
  Stark Ceramics, Inc.                                                      $            -          500          750        1,125
  Stonelight                                                                $            -          500          750        1,125
  Summitville Tile, Inc.                                                    $            -          500          750        1,125
  Synergy                                                                   $            -          500          750        1,125
  Terra Design                                                              $            -          500          750        1,125
  Terra Green Ceramics                                                      $            -          500          750        1,125
  Tile Cera                                                                 $            -          500          750        1,125
  Tile Works                                                                $            -          500          750        1,125
  Triple G. coatings                                                        $            -          500          750        1,125
  US Ceramics Tile Company                                                  $            -          500          750        1,125
  Upstate Auto Warehouse                                                    $        5,656          500          750        1,125
  W.A. Ritz                                                                 $            -          500          750        1,125
  W.M. Barr                                                                 $            -          500          750        1,125
  Westinghouse                                                              $            -          500          750        1,125
  Westin Quarry Tile                                                        $            -          500          750        1,125
  
  Subtotal Direct Sales                                                     $       23,916      $31,130      $46,380     $ 69,255
-------------------------------------------------------------------------------------------    ----------------------------------
  Total                                                                     $      412,117      $60,779      $90,305     $136,457
-------------------------------------------------------------------------------------------    ----------------------------------

<CAPTION>
-------------------------------------------------------------------------------------------    ----------------------------------
Conversion Customers and Distributors Not Covered By Agreement with Engineered Product
Sales Associates
-------------------------------------------------------------------------------------------    ----------------------------------
<S>                                                                         <C>                 <C>          <C>          <C>
  Agmet Metals                                                              $            -      N/A          N/A          N/A
  A-Line Products Corp.                                                     $          300      N/A          N/A          N/A
  Aven Tools                                                                $           15      N/A          N/A          N/A
  American Econotread, Inc.                                                 $           23      N/A          N/A          N/A
  Air Response & Services.                                                  $          430      N/A          N/A          N/A
  Advanced Finishing Equip.                                                 $           35      N/A          N/A          N/A
  Acquarius Coatings                                                        $          580      N/A          N/A          N/A
  Benjamin Moore & Co.                                                      $          296      N/A          N/A          N/A
  Bimark Wirral, Ltd.                                                       $            -          500          750        1,125
  Casual Patio Design, Inc                                                  $          350      N/A          N/A          N/A
  Chautauqua Woods                                                          $           35      N/A          N/A          N/A
  Coronado Laboratories, Inc.                                               $          175      N/A          N/A          N/A
  Conlog Control, Ltd.                                                      $       15,148      N/A          N/A          N/A
  Carpenter Brothers, Inc.                                                  $          570      N/A          N/A          N/A
  Cytech Laboratories, Inc.                                                 $        2,136      N/A          N/A          N/A
  Daewoo                                                                    $        8,078      N/A          N/A          N/A
</TABLE>
<PAGE>

                     Customer List and Performance Criteria
                               CTI/EPSA Agreement
                                  EXHIBIT "A"

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                         Trade                                         Historical Sales Performance              
        Customer                       Location           Y/E 6-30-96       Y/E 6-30-97          97 - 5 mos.       Avg. Sales/mo 
                                                                                                 7/1 - 11/22         29 Months   
---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                <C>                 <C>                 <C>           
  Deacon Manufacturing, Inc.                            $           -      $           25      $            -      $            1
  Deltek, Inc.                                          $           -      $           21      $            -      $            1
  Dulubak                                 OH
  Dragon Engineering co., Ltd.                          $           -      $           22      $            -      $            1
  Eviro-Blast                                           $       1,325      $        1,040      $            -      $           82
  Entrepreneurial Association                           $           -      $            7      $            -      $            0
* Fusco Abrasive Systems                   CA           $      33,412      $       16,115      $        1,720      $        1,767
  Grand Northern Products                               $         494      $            -      $          350      $           29
  Guyson Industries                                     $         125      $            -      $            -      $            4
  Hatachi                                 SC
  Kleifer & Schulz, Inc.                                $           -      $          720      $            -      $           25
  KOR                                                   $           -      $          626      $            -      $           22
* Kramer Industries                                     $           -      $          612      $            -      $           21
  Kentucky Apparel & Laundry                            $         500      $            -      $            -      $           17
  Metal Dimensions                                      $        (333)     $            -      $            -      $          (11)
  Metal Fini                            Canada          $           -      $            -      $            -      $            -
  MidWest Finishing                                     $         585      $            -      $            -      $           20
  MJD Enterprises, Inc.                                 $       2,100      $            -      $            -      $           72
  P.S. Bruckel, Inc.                                    $       7,975      $            -      $            -      $          275
* Ritchey Supply                                        $       2,996      $            -      $            -      $          103
* Rosber, S.A. de C.V.                   Mexico         $       4,320      $            -      $            -      $          149
  Rutherford Saw Shop                                   $          15      $            -      $            -      $            1
* Bob Schmidt, Inc.                                     $       5,798      $            -      $            -      $          200
  Sherman Holdings                                      $           -      $            -      $          105      $            4
  Storchem, Inc.                                        $           -      $          986      $            -      $           34
  Southwest Abrasives Co.                               $         138      $            -      $            -      $            5
  Smith International                   CA,OR,WA
  Spesco, Inc.                                          $       1,056      $          580      $          580      $           76
  Techniglass                             OH
  Thompson                                OH
  Toshiba                                 NY
  SONY                                   IL,AR
  Viking Engineering co.                                $           -      $           40      $            -      $            1
  Vacu-Blast Limited                United Kingdom      $       7,412      $       18,108      $        7,320      $        1,132
  Vangkoe Industries, Inc.                              $           -      $          766      $            -      $           26
  W.M. Barr, Co.                                        $       7,560      $            -      $            -      $          261
  Wooster Products                                      $       7,005      $            -      $            -      $          242

<CAPTION>
-------------------------------------------------------------------------------------------    ----------------------------------
                                                                                                       Performance Criteria
        Customer                                                                 Total             Average Monthly Running Sales
                                                                               Revenues           1998         1999         2000
-------------------------------------------------------------------------------------------    ----------------------------------
<S>                                                                         <C>                 <C>          <C>          <C>
  Deacon Manufacturing, Inc.                                                $           25      N/A          N/A          N/A
  Deltek, Inc.                                                              $           21      N/A          N/A          N/A
  Dulubak                           
  Dragon Engineering co., Ltd.                                              $           22      N/A          N/A          N/A
  Eviro-Blast                                                               $        2,365      N/A          N/A          N/A
  Entrepreneurial Association                                               $            7      N/A          N/A          N/A
* Fusco Abrasive Systems                                                    $       51,247      N/A          N/A          N/A
  Grand Northern Products                                                   $          844      N/A          N/A          N/A
  Guyson Industries                                                         $          125      N/A          N/A          N/A
  Hatachi                           
  Kleifer & Schulz, Inc.                                                    $          720      N/A          N/A          N/A
  KOR                                                                       $          626      N/A          N/A          N/A
* Kramer Industries                                                         $          612      N/A          N/A          N/A
  Kentucky Apparel & Laundry                                                $          500      N/A          N/A          N/A
  Metal Dimensions                                                          $         (333)     N/A          N/A          N/A
  Metal Fini                                                                $            -      N/A          N/A          N/A
  MidWest Finishing                                                         $          585      N/A          N/A          N/A
  MJD Enterprises, Inc.                                                     $        2,100      N/A          N/A          N/A
  P.S. Bruckel, Inc.                                                        $        7,975      N/A          N/A          N/A
* Ritchey Supply                                                            $        2,996      N/A          N/A          N/A
* Rosber, S.A. de C.V.                                                      $        4,320      N/A          N/A          N/A
  Rutherford Saw Shop                                                       $           15      N/A          N/A          N/A
  *Bob Schmidt, Inc.                                                        $        5,798      N/A          N/A          N/A
  Sherman Holdings                                                          $          105      N/A          N/A          N/A
  Storchem, Inc.                                                            $          986      N/A          N/A          N/A
  Southwest Abrasives Co.                                                   $          138      N/A          N/A          N/A
  Smith International                                                                           N/A          N/A          N/A
  Spesco, Inc.                                                              $        2,216      N/A          N/A          N/A
  Techniglass                       
  Thompson                          
  Toshiba                           
  SONY                              
  Viking Engineering co.                                                    $           40      N/A          N/A          N/A
  Vacu-Blast Limited                                                        $       32,840      N/A          N/A          N/A
  Vangkoe Industries, Inc.                                                  $          766      N/A          N/A          N/A
  W.M. Barr, Co.                                                            $        7,560      N/A          N/A          N/A
  Wooster Products                                                          $        7,005      N/A          N/A          N/A
</TABLE>
<PAGE>

                     Customer List and Performance Criteria
                               CTI/EPSA Agreement
                                  EXHIBIT "A"

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                         Trade                                         Historical Sales Performance              
        Customer                       Location           Y/E 6-30-96       Y/E 6-30-97          97 - 5 mos.       Avg. Sales/mo 
                                                                                                 7/1 - 11/22         29 Months   
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                <C>                 <C>                 <C>           

  All Swimming Pool Plaster Decking Compound Producers
  All seamless flooring compounders

                                                       --------------------------------------------------------------------------
  Subtotal                                              $     201,196      $      242,349      $      121,023      $       19,468
                                                       --------------------------------------------------------------------------

<CAPTION>
-------------------------------------------------------------------------------------------    ----------------------------------
                                                                                                       Performance Criteria
        Customer                                                                 Total             Average Monthly Running Sales
                                                                               Revenues           1998         1999         2000
-------------------------------------------------------------------------------------------    ----------------------------------
<S>                                                                         <C>                 <C>          <C>          <C>
  All Swimming Pool Plaster Decking Compound Producers
  All seamless flooring compounders

                                                                           ---------------     ----------------------------------
  Subtotal                                                                  $     564,568
                                                                           ---------------     ----------------------------------
</TABLE>

*CTI Distributor per map produced by Susan Kirby

--------------------------------------------------------------------------------
Working Relationship between Conversion and EPSA
--------------------------------------------------------------------------------


Pricing and distribution

1     CTI will, with EPSA assistance, select and appoint distributors for its
      products and establish performance criteria. The primary purpose of CTI's
      distribution will be to market, sell and distribute abrasive materials in
      small to modest quantities to end users and contractors. CTI will price
      its abrasive products to encourage all customers to purchase CTI's
      abrasive products from its appointed distributors.

2     CTI will establish distribution volume discounts for non-abrasive products
      to encourage individual flooring and stucco contractors to seek out CTI
      distributors for small volume purchases of colored particles and related
      products such as plasters, pre-ceramic polymers and fillers.

3     EPS will methodically support CTI's distribution through monthly sales
      meetings at the distributors offices, joint sales calls, communication of
      CBI policies and procedures, technical support, and interactive
      communication between CTI and the distribution.

4.    EPSA will serve as CTI's representative for non abrasive products to
      manufacturers, large volume users and compounders who offer the potential
      to purchase large volumes of CTI materials or incorporate these materials
      into their products for resale. EPSA will methodically support CTI's
      effort to solicit these customers through individual and joint joint sales
      calls, communication of CTI technical and commercial data, technical field
      support, and interactive communication between CTI and its customers.

Exclusivity

1     CTI has the exclusive authority to appoint or terminate any distributor of
      its products at any time.

2     EPSA will serve as CTI's exclusive sales representative to its appointed
      domestic distributors east of the Mississippi River and be entitled to
      sales commissions on all sales through these distributors CTI
      distributors.

3     CTI may solicit and work directly with any non-distributor, manufacturer,
      OEM producer or large volume user of its products and will not be
      obligated to pay EPSA
<PAGE>

                     Customer List and Performance Criteria
                               CTI/EPSA Agreement
                                  EXHIBIT "A"

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                         Trade                                         Historical Sales Performance              
        Customer                       Location           Y/E 6-30-96       Y/E 6-30-97          97 - 5 mos.       Avg. Sales/mo 
                                                                                                 7/1 - 11/22         29 Months   
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                <C>                 <C>                 <C>           

<CAPTION>
-------------------------------------------------------------------------------------------    ----------------------------------
                                                                                                       Performance Criteria
        Customer                                                                 Total             Average Monthly Running Sales
                                                                               Revenues           1998         1999         2000
-------------------------------------------------------------------------------------------    ----------------------------------
<S>                                                                         <C>                 <C>          <C>          <C>

</TABLE>

      a commission on any sales. However, CTI may grant EPSA the exclusive right
      to serve as CTI's representative or agent to specific customers. Only in
      this instance will CTI pay a sales representative commission to EPSA.

Performance

1     The level EPSA's performance in working with CTI's distributors will be
      evaluated quarterly and based upon a number of parameters such as
      communications effectiveness, Distributor feed back, and overall sales
      performance.

2     The level of EPSA in working with CTI's manufacturers, compounders and
      OEM's will be evaluated quarterly and based upon sales call frequency,
      depth of customer relationship and sales performance. Exclusivity will be
      granted in 90 day increments until an agreed level of volume is achieved.
      Once volume is achieved EPSA's performance will be reviewed quarterly
      sales call frequency, and be evaluated upon and assessment of EPSA's
      customer relationship and volume of sales
<PAGE>

                                    EXHIBIT B

                          PROPOSED COMMISSION SCHEDULE
                     "ENGINEERED PRODUCTS SALES ASSOCIATES"

                                    ABRASIVES

  ----------------------------------------------------------------------------
       Alumaglass       Alumaglass        Fired Ceramics,      Fired Ceramics,
                                             Visigrit             Visigrit
  ----------------------------------------------------------------------------
     Selling Price     Incremental        Selling Price          Incremental
       (per ton)          Rate              (per ton)               Rate
  ----------------------------------------------------------------------------
         ($)               (%)                 ($)                   (%)
  ----------------------------------------------------------------------------

  ----------------------------------------------------------------------------
       300-349*             8                150-199                  8
  ----------------------------------------------------------------------------
       350-399             10                200-249                 10
  ----------------------------------------------------------------------------
       400-449             12                250-299                 12
  ----------------------------------------------------------------------------
       450-499             14                300-349                 14
  ----------------------------------------------------------------------------
       500-549             16                350-399                 16
  ----------------------------------------------------------------------------
       550-600             18                400-449                 18
  ----------------------------------------------------------------------------
      Above 600            20               Above 450                20
  ----------------------------------------------------------------------------

                              DECORATIVE PARTICLES

                    ----------------------------------------
                     Sand & Feldspar             Feldspar
                    ----------------------------------------
                      Selling Price            Incremental
                        (per ton)                 Rate
                    ----------------------------------------
                           ($)                     (%)
                    ----------------------------------------

                    ----------------------------------------
                      Less than 300*               --
                    ----------------------------------------
                         300-409                   10
                    ----------------------------------------
                         410-449                   12
                    ----------------------------------------
                         450-489                   14
                    ----------------------------------------
                         490-529                   16
                    ----------------------------------------
                         530-569                   18
                    ----------------------------------------
                        Above 570                  20
                    ----------------------------------------