EXHIBIT 10.2
                                 AMENDMENT NO. 1
                                       TO
                  THE RECTORSEAL CORPORATION AND JET-LUBE, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                (As Revised and Restated Effective April 1, 1998)


     THIS  AMENDMENT NO. 1, executed this __ day of March,  2002,  and effective
the first day of April,  2002, unless  specifically  provided  otherwise in this
Amendment No. 1, by The RectorSeal Corporation,  a Delaware corporation,  having
its  principal  office  in  Houston,  Texas  (hereinafter  referred  to  as  the
"Company").


                              W I T N E S S E T H:

         WHEREAS,  the Company  revised and restated The RectorSeal  Corporation
and Jet-Lube, Inc. Employee Stock Ownership Plan (the "Plan") effective April 1,
1998,  except  for  certain  provisions  for which  another  effective  date was
subsequently provided elsewhere in the terms of the Plan, to (i) incorporate the
prior  amendment  to the Plan and (ii) bring the Plan into  compliance  with the
Internal Revenue Code of 1986, as amended, as modified by the Small Business Job
Protection  Act of 1996,  the General  Agreement  on Tariffs and Trade under the
Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment
Rights Act of 1994,  the  Taxpayer  Relief  Act of 1997,  the  Internal  Revenue
Service  Restructuring  and Reform Act of 1998,  and the  Community  Renewal Tax
Relief  Act  of  2000,  as  well  as  all  applicable  rules,   regulations  and
administrative  pronouncements enacted, promulgated or issued since the date the
Plan was last restated;

         WHEREAS, the Economic Growth and Tax Relief  Reconciliation Act of 2001
("EGTRRA")  was  signed  into  law on June 7,  2001,  many  provisions  of which
commence to apply to the Plan effective April 1, 2002;

     WHEREAS,  the Company desires to adopt this Amendment No. 1 effective as of
April 1, 2002,  unless  specifically  otherwise in this  Amendment No. 1, to (i)
reflect certain  provisions of EGTRRA and (ii) constitute good faith  compliance
with the requirements of EGTRRA; and

         WHEREAS, this Amendment No. 1 (i) is to be construed in accordance with
EGTRRA  and  the  guidance  issued  thereunder  and  (ii)  shall  supercede  the
provisions of the Plan to the extent those provisions are inconsistent  with the
provisions of this Amendment No. 1;

         NOW,  THEREFORE,  in  consideration  of the premises and the  covenants
herein contained, the Company hereby adopts the following Amendment No. 1 to the
Plan:

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SECTION I (Plan Section 1.6).  INCREASE IN COMPENSATION LIMIT

The Annual  Compensation of each  Participant  taken into account in determining
allocations  for any Year beginning  after  December 31, 2001,  shall not exceed
$200,000,  as adjusted for  cost-of-living  increases in accordance with section
401(a)(17)(B) of the Code. Annual  Compensation means Annual Compensation during
the  Year  or  such  other   consecutive   12-month  period  over  which  Annual
Compensation is otherwise determined under the Plan (the determination  period).
The  cost-of-living  adjustment  in effect for a calendar year applies to Annual
Compensation  for the  determination  period  that  begins  with or within  such
calendar year.


SECTION II (Plan Section 5.2(d)).  LIMITATIONS ON CONTRIBUTIONS

1.       Effective  date.  This section shall be effective for Limitation  Years
beginning after December 31, 2001.

2.       Maximum Annual  Addition.  Except to the extent permitted under section
414(v) of the Code, if applicable,  the Annual  Addition that may be contributed
or  allocated  to a  Participant's  Individual  Account  under  the Plan for any
Limitation Year shall not exceed the lesser of:

         (a)      $40,000, as adjusted for increases in the cost-of-living under
                  section 415(d) of the Code, or

         (b)      100 percent of the Participant's Annual  Compensation,  within
                  the  meaning  of  section  415(c)(3)  of  the  Code,  for  the
                  Limitation Year.

The  Annual  Compensation  limit  referred  to in (b)  shall  not  apply  to any
contribution  for medical  benefits after  separation  from service  (within the
meaning of section 401(h) or section  419A(f)(2) of the Code) which is otherwise
treated as an Annual Addition.


SECTION III (Plan Section 11.11).  DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

1.       Effective  date. This section shall apply to  distributions  made after
December 31, 2001.

2.       Modification of definition of Eligible Retirement Plan. For purposes of
the  direct  rollover  provisions  in  section  11.11 of the Plan,  an  Eligible
Retirement Plan shall also mean an annuity contract  described in section 403(b)
of the Code and an  eligible  plan  under  section  457(b) of the Code  which is
maintained  by a state,  political  subdivision  of a state,  or any  agency  or
instrumentality of a state or political  subdivision of a state and which agrees
to separately account for amounts transferred into such plan from this Plan. The
definition  of  Eligible  Retirement  Plan  shall  also  apply  in the case of a
distribution to a surviving  spouse,  or to a spouse or former spouse who is the
Alternate  Payee  under a  Qualified  Domestic  Relations  Order,  as defined in
section 414(p) of the Code.

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<PAGE>

3.       Modification of definition of Eligible Rollover Distribution to exclude
hardship  distributions.  For  purposes  of the direct  rollover  provisions  in
section 11.11 of the Plan, any amount that is distributed on account of hardship
shall not be an Eligible Rollover Distribution and the distributee may not elect
to have  any  portion  of  such a  distribution  paid  directly  to an  Eligible
Retirement Plan.


SECTION IV (Plan ARTICLE XIX).  MODIFICATION OF TOP-HEAVY RULES

1.       Effective  date.  This section shall apply for purposes of  determining
whether the Plan is a Top-Heavy  Plan under section 416(g) of the Code for Years
beginning  after  December 31, 2001,  and whether the Plan satisfies the minimum
benefits requirements of section 416(c) of the Code for such Years. This section
amends Article XIX of the Plan.

2.       Determination of top-heavy status.

2.1      Key  Employee.  Key  Employee  means any  Employee  or former  Employee
(including any deceased  Employee) who at any time during the Year that includes
the Determination Date was an officer of the Employer having Annual Compensation
greater than $130,000 (as adjusted under section 416(i)(1) of the Code for Years
beginning  after  December 31, 2002),  a 5-percent  owner of the Employer,  or a
1-percent  owner  of the  Employer  having  Annual  Compensation  of  more  than
$150,000.  For this purpose,  Annual  Compensation means compensation within the
meaning of section  415(c)(3)  of the Code.  The  determination  of who is a Key
Employee will be made in accordance  with section  416(i)(1) of the Code and the
applicable  regulations  and other  guidance  of  general  applicability  issued
thereunder.

2.2      Determination  of present  values and  amounts.  This section 2.2 shall
apply for purposes of determining the present values of accrued benefits and the
amounts of  Individual  Account  Balances of Employees  as of the  Determination
Date.

2.2.1    Distributions during Year ending on the Determination Date. The present
values of accrued benefits and the amounts of Individual  Account balances of an
Employee as of the  Determination  Date shall be increased by the  distributions
made with respect to the Employee  under the Plan and any plan  aggregated  with
the Plan under section  416(g)(2) of the Code during the 1-year period ending on
the Determination Date. The preceding sentence shall also apply to distributions
under a  terminated  plan  which,  had it not been  terminated,  would have been
aggregated with the Plan under section  416(g)(2)(A)(i) of the Code. In the case
of a distribution  made for a reason other than separation from service,  death,
or disability,  this provision shall be applied by substituting  "5-year period"
for "1-year period."

2.2.2    Employees   not   performing   services   during  Year  ending  on  the
Determination  Date.  The  accrued  benefits  and  Individual  Accounts  of  any
individual  who has not  performed  services for the Employer  during the 1-year
period ending on the Determination Date shall not be taken into account.

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<PAGE>

3.       Minimum benefits.

3.1      Matching Contributions.  Employer Matching Contributions shall be taken
into account for purposes of satisfying the minimum contribution requirements of
section  416(c)(2) of the Code and the Plan. The preceding  sentence shall apply
with respect to Matching  Contributions  under the Plan or, if the Plan provides
that the minimum  contribution  requirement  shall be met in another plan,  such
other plan. Employer Matching Contributions that are used to satisfy the minimum
contribution  requirements  shall  be  treated  as  Matching  Contributions  for
purposes of the Actual  Contribution  Percentage test and other  requirements of
section 401(m) of the Code.

3.2      Contributions  under other plans.  The Employer may provide in the Plan
that the minimum  benefit  requirement  shall be met in another plan  (including
another plan that consists solely of a cash or deferred  arrangement which meets
the  requirements of section  401(k)(12) of the Code and matching  contributions
with respect to which the  requirements  of section  401(m)(11)  of the Code are
met).

         IN  WITNESS  WHEREOF,  the  Company,  acting  by and  through  its duly
authorized  officers,  has caused this  Amendment No. 1 to be executed as of the
day and year first above written.

                                                      THE RECTORSEAL CORPORATION


                                                      By:
                                                         -----------------------
                                                                         COMPANY


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