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                                                                    EXHIBIT 10.4









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                                    AGREEMENT

           This agreement made and entered into by and between Chemi-Trol
Chemical Co., The Laborers' District Council of Ohio and Laborers' International
Union, Local 480, 1205 West Perkins Ave., Sandusky, Ohio, hereafter collectively
called the Union.

           This agreement takes effect March 1, 1998.

           Chemi-Trol Chemical Company recognizes and acknowledges that the
Laborers' District Council of Ohio and Laborers' Local 480, Laborers'
International Union of North America, AFL-CIO, are the sole representatives of
all employees in the classifications of work under their jurisdiction covered by
this Agreement, for the purposes of collective bargaining. The Union recognizes
Chemi-Trol Chemical Company as the sole bargaining agent for those members they
represent, in the 88 Counties of Ohio, and the Counties of Boone, Campbell and
Kenton in Kentucky.

           Subject to the provisions and limitations of the National Labor
Relations Act, as amended, all present employees who are members of the Union on
the effective date of the Agreement shall continue their membership in the Union
for the duration of this Agreement to the extent of paying admission fees and
minimum monthly dues as uniformly required as a condition of acquiring or
retaining membership in the Union. All employees who are not members of the
Union and all persons who hereafter become employees shall become members of the
Union on the eighth (8th) day following the effective date of this agreement, or
the eighth (8th) day following their employment, whichever is later, and shall
remain a member in good standing with the Union to the extent of paying
admission fees and minimum monthly dues uniformly required as a condition of
acquiring or retaining membership in the Union, whenever employed under and for
the duration of this Agreement.

           Chemi-Trol Chemical Company will not discriminate in hiring of
employees and will conform to laws with respect to hiring. It is understood
Chemi-Trol Chemical Company shall have the right to reject any employee referred
for hire by the Union for just cause. Any employee referred by the Union to
Chemi-Trol Chemical Company at their request and then not put to work shall be
paid reporting pay unless the employee is not capable or qualified to perform
the work required.

           It is a condition of this Agreement, agreed to by both the Union and
Chemi-Trol Chemical Company, to provide equal opportunity in employment for all
qualified persons, and to prohibit discrimination in employment because of race,
creed, color, sex, age or national origin. There shall be full compliance with
all applicable Federal and State statutes, regulations, rules and orders of
appropriate Federal or State agencies having jurisdiction over the subject
matter of discrimination in employment.

           The Union may notify Chemi-Trol Chemical Company in writing of any
default on the part of an employee to pay his admission or re-admission fee and
membership dues, and if the employee has not paid his admission or re-admission
fee and/or membership dues within three (3) days from the receipt of written
notice, Chemi-Trol Chemical Company shall discharge such employee, provided
membership was available under the same terms and conditions generally
applicable to other members. Further, all employees who fail to maintain their
Union membership as above provided shall be discharged by Chemi-Trol Chemical
Company.

          The Laborers' District Council of Ohio, Laborers' Local 480, and the
Chemi-Trol Chemical Company, recognize the problems that drug and alcohol abuse
have created and agree that the Employer may implement uniformly a drug and
alcohol abuse prevention program that will work toward maintaining a safe
work-place, free of drugs and alcohol.

           Possession of or Use of any narcotic drug as defined in Sec. 3719.01
of the Ohio Revised Code, or any barbiturate or amphetamine as defined in Sec.
3719.23, or any hallucinogen as defined in Sec. 3719.40, or any harmful
intoxicant as defined in Sec. 3719.50, or any dangerous drug as defined in Sec.
4729.50, or any alcoholic beverage, especially beer, wine and whisky, upon or
near the property, real or personal, including trucks or equipment of Chemi-Trol
Chemical Company, by an employee or agent, shall be grounds for immediate
dismissal.




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Page 2                           Agreement

           A urine drug screen and/or alcohol test shall be administered under
the following circumstances:

           1. PRE-HIRE DRUG SCREENING - All potential employees of the Employer
will be required to submit to a urine drug screen. Pre-hire drug screening will
test for the presence of illegal drugs and substances only. This screen will not
include an alcohol test.

           2. TESTING FOR CAUSE - All employees may be tested for cause under
the following situations:

                  A.   A reasonable suspicion exists that the employee appears
                       to be under the influence of illegal drugs or substances
                       and/or alcohol.

                  B.   An employee incurs a work-related injury or illness which
                       requires medical treatment or following a serious
                       accident or incident in which safety precautions were
                       violated, unusually careless acts were performed, or
                       severe property damage was incurred. Continued screening
                       in these circumstances will include a urine screen for
                       illegal drugs and substances and may include an alcohol
                       screen.

           Chemi-Trol Chemical Company agrees to pay prevailing wage rates and
fringe benefits in areas where the wage rates have been stipulated in the
contracts between Chemi-Trol Chemical Company and their customers. All fringe
benefits will be paid directly to seasonal employees weekly. No time and a half
will be paid on fringe benefits.

           It was further agreed that Chemi-Trol Chemical Company will pay one
(1) man for driving equipment (at drive time rate), either from Gibsonburg,
Ohio, to a job or from a job to Gibsonburg, Ohio, or between jobs, unless
equipment is being used only to furnish transportation for employees. It was
further agreed to pay driving time each work day as follows: EXAMPLE: Each man's
prevailing wage rate time will start in the morning when he starts pavement
markings. His prevailing wage rate time stops in the evening whenever he stops
pavement markings. Driving or other time will be paid from the time he stops
pavement markings. Driving or other time will be paid from the time he stops
pavement markings or spraying and returns the equipment to the base of operation
and completes all filling, either of chemical or paint. This will also apply to
cleanup time for paint crews. The driving time or other time rate allowed will
be $5.15 per hour. Drive time does not include coffee stops, time necessary for
eating meals, etc.

           Chemi-Trol Chemical Company further agrees to pay two (2) hours show
up time at the prevailing wage rate per day in the event no work could be
accomplished due to inclement weather or equipment failure. In the case of
equipment failure, if a piece of equipment is broken down for a period of longer
than one (1) day, Chemi-Trol Chemical Company agrees to guarantee at lease four
(4) hours work per day at the prevailing wage rate.

           Chemi-Trol Chemical Company further agrees to pay reasonable lodging
expenses and four (4) hours show up time at the prevailing wage rate per day in
the event no work could be accomplished due to inclement weather or equipment
failure from December 1st thru March 1st.

           Overtime will be paid on the basis of work performed over forty (40)
hours per week, however, show up time will be paid at straight time rate. The
overtime pay will be based on the rate being paid for work time and rate being
paid for drive time. EXAMPLE: A man has worked fifty (50) hours. In this
particular week, the work performed over forty (40) hours constituted seven (7)
hours at rate for which he would be paid at one and one-half (1-1/2) times the
prevailing rate. Three (3) hours of time was comprised of drive time, which he
would be paid at one and one-half (1-1/2) times the rate of $5.15 per hour or
$7.73 per hour. So his overtime paid was seven (7) hours at one and one-half
(1-1/2) time the prevailing rate, the three (3) hours at $7.73 per hour.

           All terms and conditions of this agreement, as amended, shall be
effective as of the first (1) day of March, 1998, and shall remain in full force
and effect until the Twenty Eighth (28) day of February, 1999, and shall
continue to remain in full force and effect from year to year thereafter, unless
either party notifies the other




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Page 3                         Agreement

party in writing of its intention to amend, notify or terminate said Agreement
at least sixty (60) days prior to expiration of this agreement.

           The above items were mutually agreed upon January 23, 1998.

LABORERS' INTERNATIONAL UNION                 CHEMI-TROL CHEMICAL COMPANY
LOCAL 480


By: /S/  CARL  W.  MAINES                     By: /S/  CHARLES  ARDNER
                                                Opr. Mgr. Chemical Group


LABORERS' DISTRICT COUNCIL OF OHIO


By: /S/  JACK  L.  SHAW







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