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                                                                    EXHIBIT 10.4

                             SECURED PROMISSORY NOTE

$175,000                                                         July 22, 2002


         FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to
pay to the order of Dayton Superior Corporation, an Ohio corporation (the
"Company"), at its office located at 7777 Washington Village Drive, Suite 130,
Dayton, Ohio 45459 in lawful money of the United States, ONE HUNDRED AND SEVENTY
FIVE THOUSAND DOLLARS ($175,000) plus interest at the rate of 5.69 % per annum
(which 5.69% per annum is equal to the annual long term applicable federal rate
for the calendar month of July, 2002 as published by the Internal Revenue
Service in Revenue Ruling 2002-40), compounded annually on the balance
outstanding from the date hereof.

         Except as otherwise provided herein or in the Repayment and Stock
Pledge Agreement between the Company and the undersigned dated the date hereof
(the "Pledge Agreement"), payments of principal and interest hereunder shall be
due as set forth in this Note. All accrued and unpaid interest and outstanding
principal on this Note shall be paid in full on December 31, 2017. The
undersigned shall have the right to prepay this Note, in whole or in part, at
any time without notice and without penalty. Notwithstanding anything to the
contrary herein, this Note shall be pre-paid, in whole or in part and from time
to time, from the proceeds (cash or otherwise) from any sale, transfer or other
disposition of the Pledged Securities (as hereinafter defined), including any
repurchase of the Pledged Securities by the Company. Any partial prepayments
shall be applied first to accrued and unpaid interest and then to principal.

         Notwithstanding anything to the contrary in this Note, the unpaid
principal amount hereof, all accrued and unpaid interest hereunder and all other
amounts owing hereunder shall be due and payable in full on the date which is
fifteen months after the date of termination of the undersigned's employment
with the Company or any of its subsidiaries.

         Notwithstanding anything to the contrary in this Note or the Pledge
Agreement, upon the undersigned's termination of employment with the Company or
any of its subsidiaries for any reason, the Company may, in its discretion,
apply the amount of any incentive compensation and any other compensation (other
than payments in the nature of severance and final paychecks), in each case to
the maximum extent permitted by law, to repay the balance of this Note, if any,
and the undersigned hereby consents, to the maximum extent permitted by law, to
the Company's application of all such payments to so repay this Note.

         This Note is issued to evidence a loan made by the Company to the
undersigned and is secured by a pledge of certain Common Shares, without par
value, of the Company held by the undersigned (the "Pledged Securities")
pursuant to the Pledge Agreement.

         Notwithstanding the existence of the Pledged Securities as security for
repayment of this Note, the undersigned remains personally liable to the Company
for any deficiency in the payment of principal and interest hereunder after
applying the proceeds from any sale, transfer or other disposition of the
Pledged Securities to the payment of such principal and interest.


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         If an Event of Default (as defined in the Pledge Agreement) shall have
occurred and be continuing, then, at such time, the unpaid principal amount
hereof, all accrued and unpaid interest hereunder and all other amounts owing
hereunder shall be and become immediately due and payable without notice to the
undersigned.

         The Company shall have all of the rights of a secured creditor under
the Ohio Commercial Code with respect to the Pledged Securities pledged as
security hereunder.

         The undersigned promises to pay all costs and expenses, including
reasonable attorneys' fees, incurred by the Company in collecting or attempting
to collect the indebtedness under this Note.

         If any payment of principal of or interest on this Note becomes due and
payable on a day other than a business day, such payment shall be made on the
next succeeding business day. As used herein, the term "business day" means any
day other than a Saturday, Sunday or other day on which banks in the City of
Dayton, Ohio are authorized by law to close.

         Except as otherwise provided herein, presentment for payment, demand,
notice of dishonor, protest and notice of protest are hereby waived. All
notices, declarations and other communications hereunder shall be in writing and
hand delivered (including delivery by a courier service) as follows:

         If to the Company:

              Dayton Superior Corporation
              7777 Washington Village Drive
              Suite 130
              Dayton, Ohio  45459
              Attention:   General Counsel



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         If to the undersigned, to him at his most recent address as reflected
in the Company's records, or to such other address as the Company or the
undersigned may deliver to the other party from time to time in writing in like
manner, with a copy to:

              Peter Hardin-Levine
              Baker & Hostetler
              3200 National City Center
              1900 E. 9th Street
              Cleveland, OH  44114

                                          /s/ Stephen R. Morrey
                                          -------------------------------------
                                          Stephen R. Morrey



















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