Exhibit 10.3

                                 AMENDMENT NO. 2
                                       TO
                  THE RECTORSEAL CORPORATION AND JET-LUBE, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                (As Revised and Restated Effective April 1, 1998)

     THIS AMENDMENT NO. 2, executed this __ day of November, 2002, and effective
as of the dates  specified  herein,  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 (the "Code"), 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 Company  adopted  Amendment No. 1 to the revised and restated
Plan,  effective as of April 1, 2002, except as specifically  provided otherwise
in Amendment No. 1, to (i) reflect certain provisions of the Economic Growth and
Tax  Relief  Reconciliation  Act  of  2001  ("EGTRRA")  which  generally  became
applicable to the Plan effective as of April 1, 2002, and (ii)  constitute  good
faith compliance with the requirements of EGTRRA;

     WHEREAS,  final  Treasury  regulations  were  issued  April 17,  2002 under
section  401(a)(9) of the Code relating to  distributions  under Section 11.4 of
the Plan (the "Final Distribution Regulations");

     WHEREAS, the Pension and Welfare Benefits  Administration of the Department
of Labor issued final  regulations  establishing  new standards  for  processing
benefit claims of participants and beneficiaries  under Section 11.6 of the Plan
which have been  clarified  by further  guidance  from the  Pension  and Welfare
Benefits Administration (collectively the "Final Claims Procedure Regulations");
and

     WHEREAS,  the  Company  now  desires to adopt this  Amendment  No. 2 to (i)
revise Section 11.4 of the Plan, effective January 1, 2003, to reflect the Final
Distribution  Regulations  consistent with the Model  Amendment  provided by the
Internal Revenue Service in Rev. Proc. 2002-29,  and (ii) revise Section 11.6 of
the Plan, effective April 1, 2002, to provide that the administrator of the Plan
shall process benefit claims of participants and  beneficiaries  pursuant to the


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<PAGE>

claims  procedure  specified in the summary plan  description for the Plan which
shall comply with the Final Claims Procedure Regulations, as may be amended from
time to time;

     NOW,  THEREFORE,  in consideration of the premises and the covenants herein
contained, the Company hereby adopts the following Amendment No. 2 to the Plan:

     1. Section 11.4 of the Plan is hereby  amended in its  entirety,  effective
January 1, 2003, to read as follows:

     Sec. 11.4 Additional  Requirements  Relating to Benefit  Payments and Death
Distributions.  Notwithstanding  any other provisions of the Plan, the following
provisions shall be applicable to the Plan for calendar years beginning with the
2003 calendar year:

     (a) General Distribution Deadline.  Distribution of benefits shall be made,
     unless the Participant  otherwise elects, not later than the 60th day after
     the last  day of the  Year in which  the  latest  of the  following  events
     occurs:

          (i)  the  Participant  reaches  the  earlier  of age 65 or his  Normal
          Retirement Date;

          (ii)  the  tenth  anniversary  of the date on  which  the  Participant
          commenced  participation  in the Plan  occurs,  but not later than the
          April 1 of the calendar year  following the calendar year in which the
          Participant  attains age 70 1/2 if such  Participant is a Five-Percent
          Owner; or

          (iii) the date the Participant's  employment with his Employer and all
          Affiliated Companies terminates,  but in no event later than the April
          1 of the  calendar  year  following  the  calendar  year in which  the
          Participant  attains age 70 1/2 if such  Participant is a Five-Percent
          Owner.

     If a Participant is entitled to receive a distribution  of all or a portion
     of his  Individual  Account  pursuant to Article VII, VIII, IX or X, he may
     elect to defer the date of distribution of that amount,  but not beyond his
     Required  Beginning  Date.  If  the  Participant  fails  to  consent  to  a
     distribution  at a time  when any  part of the  balance  of the  Individual
     Account could be distributed prior to the  Participant's  Normal Retirement
     Date,  such failure  shall be deemed to be an election to defer the date of
     distribution of any benefit under this Section 11.4(a); provided that in no
     event shall he receive distribution of the vested portion of his Individual
     Account later than his Required Beginning Date.


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<PAGE>

     (b)  Required   Compliance   with  Code  and  Treasury   Regulations.   All
     distributions  required  under this Article XI shall be determined and made
     in  accordance  with  Section  401(a)(9)  of  the  Code  and  the  Treasury
     regulations thereunder.

     (c) Time and Manner of Distribution.

          (i) Required  Beginning Date and Election to Defer  Distribution Date.
          The Participant's  entire  Individual  Account shall be distributed to
          the  Participant no later than the  Participant's  Required  Beginning
          Date.  An election of a  Participant  to defer the  distribution  date
          shall be made by submitting to the  Administrator a written  statement
          signed by the  Participant  describing  the  benefits  and the date on
          which the Participant  requests that the  distribution of his benefits
          be made;  provided,  however,  a  Participant  may not  elect to defer
          receipt of benefits beyond his Required Beginning Date.

          (ii)  Death  of  Participant  Before   Distribution  to  Him.  If  the
          Participant dies before  distribution to him of his entire  Individual
          Account  under  Section  11.1,  the  Participant's  entire  Individual
          Account shall be distributed no later than as follows:

               (A) If the  Participant's  surviving spouse is the  Participant's
               sole  Designated  Beneficiary,  then,  except as  elected  by the
               surviving spouse as provided below, distribution to the surviving
               spouse  shall  be  made  by  December  31 of  the  calendar  year
               immediately  following the calendar year in which the Participant
               died,  or by  December  31 of the  calendar  year  in  which  the
               Participant would have attained age 70 1/2, if later.

               (B)  If  the   Participant's   surviving   spouse   is  not   the
               Participant's  sole  Designated  Beneficiary,   then,  except  as
               provided below,  distribution to the Designated Beneficiary shall
               be made by December 31 of the calendar year immediately following
               the calendar year in which the Participant died.

               (C) If there is no Designated  Beneficiary of the  Participant as
               of  September  30  of  the  year   following   the  year  of  the
               Participant's  death, the Participant's entire Individual Account
               shall  be  distributed  by  December  31  of  the  calendar  year
               containing the fifth anniversary of the Participant's death.

               (D) If the  Participant's  surviving spouse is the  Participant's
               sole Designated  Beneficiary and the surviving  spouse dies after
               the Participant but before  distribution to the surviving  spouse
               has been made,  this  Section  11.4(c)(ii),  other  than  Section
               11.4(c)(ii)(A),  shall apply as if the surviving  spouse were the
               Participant.


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<PAGE>

     If the Participant dies before distribution to him of his entire Individual
     Account  and  there  is  a  Designated  Beneficiary,  distribution  to  the
     Designated  Beneficiary  is not  required to be made by the date  specified
     above in this Section 11.4(c)(ii),  but the Participant's entire Individual
     Account shall be distributed  to the Designated  Beneficiary by December 31
     of the calendar year containing the fifth  anniversary of the Participant's
     death.  If  the   Participant's   surviving  spouse  is  the  Participant's
     Designated  Beneficiary,  the  surviving  spouse  may  elect to  apply  the
     distribution requirement of Section 11.4(c)(ii) without regard to the prior
     sentence.  If the Participant's  surviving spouse is the Participant's sole
     Designated  Beneficiary and the surviving spouse dies after the Participant
     but before  distribution to either the Participant or the surviving  spouse
     has been made,  this election  shall apply as if the surviving  spouse were
     the Participant.  For purposes of this Section 11.4(c)(ii),  unless Section
     11.4(c)(ii)(D)  applies,  distributions  are  considered  to be made on the
     Participant's Required Beginning Date. If Section  11.4(c)(ii)(D)  applies,
     distributions  are  considered  to be made on the  date  distributions  are
     required to be made to the surviving spouse under Section 11.4(c)(ii)(A).

     (d)  Definitions.  For purposes of this Section 11.4,  the following  terms
     shall have the meanings set forth below:

          (i) "Designated Beneficiary" means the individual who is designated as
          the  Beneficiary  under Section 1.7 and is the designated  beneficiary
          under Section 401(a)(9) of the Code and Treas. Reg.  ss.1.401(a)(9)-1,
          Q&A-4.

          (ii)  "Five-Percent  Owner" means a Participant  who is a five-percent
          owner of the Company within the meaning of Section  416(i)(1)(B)(i) of
          the Code  (determined  in accordance  with Section 416 of the Code but
          without  regard to whether  the Plan is top heavy) at any time  during
          the Year ending with or within the  calendar  year in which such owner
          attains age 70 1/2 or any subsequent Year.

          (iii)  "Required  Beginning  Date"  of a  Participant  means  the date
          determined as follows:

               (A) if the  Participant is not a  Five-Percent  Owner and has not
               attained  age 70  1/2  prior  to  April  1,  2002,  his  Required
               Beginning  Date is the April 1 of the calendar year following the
               later of (1) the calendar year in which the  Participant  attains
               age 70 1/2 or (2) the  calendar  year in  which  the  Participant
               retires; or

               (B)  if  the  Participant  is a  Five  Percent-Owner,  or if  the
               Participant  has attained age 70 1/2 prior to April 1, 2002,  his
               Required  Beginning  Date  is the  April 1 of the  calendar  year
               following the calendar year in which the Participant  attains age
               70 1/2 even if he has not retired.


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<PAGE>

     2.  Section  11.6 of the Plan is hereby  amended in its entirety to read as
follows:

     Sec. 11.6 Claims  Procedure.  The  Administrator  shall process all benefit
claims of Participants,  Former  Participants and Beneficiaries  pursuant to the
claims  procedure  specified  in the summary plan  description  for the Plan and
shall act in a manner which is consistent with  regulations  published from time
to time by the Department of Labor.

     IN WITNESS WHEREOF, the Company,  acting by and through its duly authorized
officers,  has caused this Amendment No. 2 to be executed as of the day and year
first above written.

                                                      THE RECTORSEAL CORPORATION


                                                      By:
                                                         -----------------------

                                                                         COMPANY

























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