Exhibit 10.34
                                                              -------------
                               AGREEMENT


          AGREEMENT, dated as of August 19, 1997, between BARRY
M. GOLDSTEIN ("Consultant"), and TOUCHSTONE APPLIED SCIENCE
ASSOCIATES, INC. ("TASA"), a Delaware corporation.

                         W I T N E S S E T H :
                         - - - - - - - - - -

          WHEREAS, TASA agrees to retain Consultant to act as its
investment banker and financial consultant in connection with
TASA's business affairs and Consultant is willing to undertake to
provide such services as hereinafter fully set forth.

          NOW, THEREFORE, in consideration of the premises
contained herein, the parties agree as follows:

     1.  Term.
         ----

          The term of this Agreement shall be for one (1) year
from the date first written above, which term shall be renewed
automatically for additional one-year terms, unless written
notice to terminate service is received by one party from the
other not less than 30 days before the then expiration of then
applicable term. This Agreement may be canceled at any time for
any reason whatsoever, by either party, by the giving of at least
30 days' prior written notice.

     2.  Nature of Services.
         ------------------

          Consultant will render assistance and advice to TASA on
matters relating to the growth and financing goals of TASA and in
connection therewith, Consultant shall:

          (a)  seek to find strategic partners and/or financing
               entities to assist TASA in its projects;

          (b)  attend meetings of TASA's Board of Directors and
               other such meetings when so requested by TASA;

          (c)  make itself available for financial public
               relations and marketing consulting;

          (d)  arrange introductions to various broker/dealers
               who may be interested in knowing more about TASA,
               including its goals and aspirations;

          (e)  attend with TASA whenever possible, all meetings
               with proposed major investors or lenders;  and

          (f)  an understanding that Consultant's work will not
               include any services that constitute the rendering
               of any legal opinions or performance of work that
               is in the ordinary purview of a certified public
               accountant.

Consultant shall devote such of its time and efforts as it, in
its sole discretion, determines is necessary to discharge its
duties hereunder.

          3.   Responsibilities of TASA.
               ------------------------
          TASA shall provide Consultant with appropriate
financial and business information about TASA as requested by
Consultant.  In addition, executive officers and directors of
TASA shall make themselves available for personal consultations
with Consultant and certain third parties, subject to reasonable
prior notice, pursuant to the request of Consultant.

          4.  Compensation.
              ------------

          For the services rendered by the Consultant to TASA
hereunder, TASA shall compensate the Consultant as follows:

          (a)  TASA shall issue, within 60 days, a total of
               50,000 shares (the "Shares") of its Common Stock,
               par value $0.001 per share (the "Common Stock"),
               which will be registered by TASA pursuant to the
               Federal securities laws within six months from the
               date hereof.  The Shares, until so registered,
               shall be restricted shares and shall bear a legend
               in substantially the following form:

                    "The Shares evidenced by this Certificate
               have not been registered under the Securities Act
               of 1933, as amended, or applicable state
               securities laws, and may not be sold, transferred
               or encumbered except pursuant to an effective
               registration statement under the Securities Act of
               1933, as amended, and such state securities laws,
               or unless an exemption from such registration is
               then available."

          (b)  TASA shall issue one or more Warrants to
               Consultant providing for the purchase of up to One
               Hundred Twenty-five Thousand (125,000) shares of
               TASA's common stock at a purchase price per share
               equal to the closing bid price of TASA's common
               stock on the date of this Agreement.  Such
               Warrants shall be exercisable for a period of five
               (5) years from the date first written above (the
               "Warrants"). 

          (c)  The Warrants may be exercised from time to time,
               in whole or in part, by the Warrant holder by
               giving written notice to TASA.  Such notice shall
               specify the number of shares of common stock with
               respect to which the Warrants are then being
               exercised.  Payment of such shares shall be made
               by cash or check payable to TASA either (A)
               accompanying the notice of exercise, or (B)
               against delivery by TASA of the certificate(s)
               representing the shares pursuant to the exercise.

          (d)  If at any time commencing after the date hereof
               and expiring five (5) years thereafter, TASA
               proposes to register any of its securities under
               the Securities Act of 1933, as amended, it will
               give written notice by registered mail, at least
               thirty (30) days  prior to the filing each of such
               registration statements, to Consultant and its
               counsel.  If Consultant or other holders of at
               least 50% of the outstanding Warrants and/or
               securities underlying Consultant Warrants notify
               TASA within twenty (20) days after receipt of any
               such notice of its or their desire to include any
               such securities in such proposed registration
               statement, TASA shall afford Consultant and such
               holders of  Warrants and/or shares underlying such
               Warrants the opportunity to have any such
               securities registered under such registration
               statement; provided, however, that TASA shall not
               be obligated to do so more than twice; and
               provided, further, that if any such registration
               relates to a firmly underwritten offering for the
               account of TASA and if the managing underwriter of
               such offering advises TASA in writing that, in its
               opinion, inclusion of such shares as requested by
               Consultant or the other holders of the Warrants
               would adversely affect such offering, then such
               shares shall, to such extent, be excluded from
               such registration, on such basis as TASA shall
               determine to be fair and equitable.

          (e)  In the event that TASA receives equity or debt
               financing, acquires or merges with another entity,
               as a result of Consultant's efforts and/or
               introductions, TASA will pay Consultant the
               following finders fee: 5% of the first $1,000,000;
               4% of the second $1,000,000; 3% of the third
               $1,000,000; 2% of the fourth $1,000,000 and 1% of
               any remuneration received in excess of $4,000,000,
               whether received in cash or in kind.  TASA's
               obligation to pay compensation pursuant to this
               paragraph (d) shall apply to any transaction
               resulting from Consultant's efforts or
               introductions which is consummated during the term
               of this Agreement or within twelve (12) months
               following the termination of this Agreement.  TASA
               shall not be obligated to compensate Consultant in
               accordance with this paragraph (d) which is not
               consummated because of default by the other party
               thereto prior to consummation, the failure of any
               conditions precedent to consummation which
               conditions are not within TASA's control, the
               failure of the Board of Directors of TASA to
               approve such transaction or unsatisfactory results
               of a due diligence investigation by TASA. 
               Consultant shall not be entitled to compensation
               with respect to introductions to individuals,
               companies or other entities with whom TASA has had
               previous contacts or discussions. Consultant
               acknowledges and agrees that if TASA receives
               equity or debt financing, acquires or merges with
               another entity as a result of joint efforts
               between Consultant and Comprehensive Capital,
               Theodore P. Allocca or Theodore Allocca (or any of
               their respective affiliates) (collectively,
               "Comprehensive"), then TASA shall not be required
               to pay duplicative fees to Consultant and
               Comprehensive (or any such affiliates), and any
               fees payable by TASA pursuant to this Section
               shall be shared by Consultant and Comprehensive
               (or such affiliates) in such proportions as
               Consultant and Comprehensive shall agree and shall
               direct TASA in writing. 

          (f)  Consultant will be reimbursed for all documented
               reasonable out-of-pocket expenses incurred in the
               performance of its responsibilities outlined
               above.  All expenses over $500.00 will be pre-approved
               by TASA.

          5.  Indemnification.
              ---------------

          (a)  TASA shall indemnify Consultant and its affiliates
     and their respective directors, officers, employees, agents
     and controlling persons (Consultant and each such other
     person and entity being an "Indemnified Party" for purposes
     of this Section) from and against any and all losses,
     claims, damages and liabilities, jointly or severally, to
     which such Indemnified Party may become subject under any
     applicable federal or state law, or otherwise related to or
     arising out of any transaction contemplated by this
     Agreement and the performance by Consultant of the services
     contemplated by this Agreement, and shall reimburse each
     Indemnified Party for all reasonable expenses (including
     reasonable counsel fees and expenses) as they are incurred
     in connection with the investigation of, preparation for or
     defense of, any pending or threatened claim or any action or
     proceeding arising therefrom, whether or not such
     Indemnified Party is a party thereto provided that TASA
     shall not be liable for any of the foregoing to the extent
     they arise from the gross negligence or willful misconduct
     of  the Indemnified Party and further provided that such
     Indemnified Party agrees to refund such reimbursed expenses
     if and to the extent it is finally judicially determined
     that such Indemnified Party is not entitled to indemnifi-
     cation.  In the event that the foregoing indemnity is
     unavailable or insufficient to hold any Indemnified Party
     harmless, then TASA shall contribute to amounts paid or
     payable by such Indemnified Party in respect of such losses,
     claims, damages and liabilities in such proportion as
     approximately reflects the relative benefits received by, in
     fault of, TASA and such Indemnified Party in connection with
     the matters as to which such losses, claims, damages and
     liabilities relate and other equitable considerations,
     provided however that nothing in this sentence shall be
     construed as altering or limiting in any way the effect of
     the proviso contained in the immediately preceding sentence.

          (b)  Consultant shall, jointly and severally, indemnify
     TASA and its affiliates and their respective directors,
     officers, employees, agents and controlling persons (TASA
     and each such other person and entity being an "Indemnified
     Party" for purposes of this Section) from and against any
     and all losses, claims, damages and liabilities, jointly or
     severally, to which such Indemnified Party may become
     subject under any applicable federal or state law, or
     otherwise related to or arising out of any of the services
     rendered by Consultant pursuant to this Agreement and the
     performance by Consultant of its obligations contemplated by
     this Agreement, and shall reimburse each Indemnified Party
     for all reasonable expenses (including reasonable counsel
     fees and expenses) as they are incurred in connection with
     the investigation, preparation for or defense of any pending
     or threatened claim or any action or proceeding arising
     therefrom, whether or not such Indemnified Party is a party
     thereto provided that Consultant shall not be liable for any
     of the foregoing to the extent they arise from the gross
     negligence or willful misconduct of the Indemnified Party
     and further provided that such Indemnified Party agrees to
     refund such reimbursed expenses if and to the extent it is
     finally judicially determined that such Indemnified Party is
     not entitled to indemnification.  In the event that the
     foregoing indemnity is unavailable or insufficient to hold
     any Indemnified Party harmless, then Consultant shall
     contribute to amounts paid or payable by such Indemnified
     Party in respect of such losses, claims, damages and
     liabilities in such proportion as approximately reflects the
     relative benefits received by, in fault of, Consultant and
     such Indemnified Party in connection with the matters as to
     which such losses, claims, damages and liabilities relate
     and other equitable considerations, provided however that
     nothing in this sentence shall be construed as altering or
     limiting in any way the effect of the proviso contained in
     the immediately preceding sentence.

          6.  Complete Agreement.  This Agreement contains the
              ------------------
entire Agreement between the parties with respect to the contents
hereof and supersedes all prior agreements and understandings
between the parties with respect to such matters, whether written
or oral.  Neither this Agreement, nor any term or provision
hereof may be changed, waived, discharged or amended in any
manner other than by an instrument in writing, signed by the
party against which the enforcement of the change, waiver,
discharge or amendment is sought.

          7.  Binding Effect; Assignment.  This Agreement shall
              --------------------------
be binding upon the parties hereto, their heirs, legal
representatives, successors, and assigns and shall not be
assignable by either party, except under prior written consent by
both parties to this Agreement

          8.  Relationship of the Parties.
              ---------------------------

          (a)  Nothing in this Agreement shall be construed as
     establishing a partnership or joint venture between the
     parties hereto.  TASA specifically understands that
     Consultant is acting hereunder as an independent contractor. 
     Consultant's services hereunder are not exclusive and
     Consultant at all times shall be free to perform the same or
     similar services for others which shall not be deemed a
     conflict of interest nor a breach of this Agreement, however
     Consultant agrees not to perform the same or similar
     services for any company which is in direct competition with
     TASA.

          (b)  TASA acknowledges that neither Consultant nor any
     of its affiliates is an officer, director or agent of TASA,
     that in rendering advice or recommendations to TASA,
     Consultant is not and will not be responsible for any
     management decisions on behalf of TASA.  Consultant
     acknowledges and agrees that Consultant is not authorized or
     empowered to commit or bind TASA to any recommendation,
     agreement or course of action.  TASA has the sole right, in
     the exercise of its business judgment and discretion, to
     approve or disapprove of any agreement, transaction or
     commitment introduced by Consultant.

          9.  Disclosure.  Any financial advice rendered by
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Consultant pursuant to this Agreement may not be disclosed
publicly in any manner without the prior written approval of
Consultant.  All non-public information given to Consultant by
TASA will be treated by Consultant as confidential information,
and Consultant agrees not to make use of such information other
than in connection with its performance of this Agreement,
provided, however, that any such information may be disclosed if
required by any court or governmental or regulatory authority,
board or agency.  "Non-public information" shall not include any
information which (i) is or becomes generally available to the
public other than as a result of a disclosure by Consultant; (ii)
was available to Consultant prior to its disclosure to Consultant
by TASA, provided that such information is not known by
Consultant to be subject to another confidentiality agreement
with another party; or (iii) becomes available to Consultant on a
non-confidential basis from a source other than TASA, provided
that such source is not bound by a confidentiality agreement with
TASA.

          10.  Miscellaneous.
               -------------

          (a)  All final decisions with respect to consultation,
     advice and services rendered by Consultant to TASA shall
     rest exclusively with TASA and Consultant shall not have any
     right or authority to bind TASA to any obligation or
     commitment.

          (b)  This Agreement shall be governed by and construed
     in accordance with the laws of the State of New York.

          (c)  Any controversy or claim arising out of or related
     to this Agreement shall be settled by arbitration in
     accordance with the rules and under the auspices of the
     American Arbitration Association; and any arbitration shall
     be conducted in the County of New York in the State of New
     York.


                                   TOUCHSTONE APPLIED SCIENCE 
                                      ASSOCIATES, INC.


                                   By:  /s/ ANDREW L. SIMON
                                   --------------------------
                                        Andrew L. Simon
                                        President



                                   /s/ BARRY M. GOLDSTEIN
                                   --------------------------
                                   BARRY M. GOLDSTEIN