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                                                                   EXHIBIT 10.27


                       AGREEMENT REGARDING RESTRICTION OF
                   SHARES OF CMI INDUSTRIES, INC. COMMON STOCK


         As a condition to the sale and issuance of 5,000 shares (the "Shares")
of the $1.00 par value common stock (the Common Stock") of CMI Industries, Inc.,
a Delaware corporation ("CMI" or the "Corporation"), to the undersigned, the
undersigned hereby acknowledges and agrees as follows:

1.       Investment Representation. The undersigned represents that the
     undersigned is not acquiring the Shares with a view to, or for resale in
     connection with, the distribution of the Shares, and has no present
     intention of distributing or reselling any of the Shares. The undersigned
     acknowledges that the certificate or certificates representing the Shares
     shall bear the legend specified in Article 7 of the Amended and Restated
     Stockholders Agreement dated February 14, 1992 among CMI and its
     stockholders, as amended (the "Stockholders Agreement"), that the Shares
     are not registered under the Securities Act of 1933, as amended (the
     "Act"), or under any applicable state securities statute, that the
     undersigned may not transfer or otherwise dispose of any of the Shares
     except in a transaction which is registered under the Act and any
     applicable state securities statute or exempt from registration thereunder,
     and that CMI may require an opinion of counsel to the effect that such
     transfer is so registered or exempt. The undersigned acknowledges that
     except as expressly set forth in the Stockholders Agreement, CMI is under
     no obligation to register the Shares or take any action necessary in order
     to make compliance with an exemption from registration available. The
     undersigned has received no public solicitation or advertisement concerning
     an offer to sell the Shares. The undersigned is the President and Chief
     Executive Officer of CMI and has the opportunity to seek information about
     CMI and the Shares for verification purposes.

2.       Stockholders Agreement. The undersigned agrees that the ownership by 
     the undersigned of the Shares shall be subject to all of the terms and
     conditions of, and that the undersigned shall comply with the provisions
     of, the Stockholders Agreement, a copy of which have previously been
     furnished to the undersigned, as fully as if the undersigned were a
     signatory thereto as a "Management Investor" thereunder. All of the
     restrictions on transfer, voting and other obligations contained therein
     shall apply fully to the undersigned with respect to the Shares even though
     the undersigned is not a party thereto. Notwithstanding the foregoing, (x)
     any transfer of Shares pursuant hereto shall be deemed to be a transfer
     under the Management Subscription Agreement permitted by Section
     4.2(a)(iii) of the Stockholders Agreement; and (y) the pledge of the Shares
     to CMI pursuant to the Pledge Agreement of near or even date herewith shall
     be deemed to be a pledge permitted by Section 4.2(a)(ix) of the
     Stockholders Agreement.


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3.       Put-Call Rights.

     a.                 Termination of Employment other than Upon Death, 
       Disability or Retirement.

              (i)          If, prior to a Public Offering of the Common Stock,
                  the undersigned's employment with the Corporation or a
                  subsidiary thereof is terminated by the Corporation or such
                  subsidiary for Cause or without Cause or by the undersigned,
                  other than upon the undersigned's death, disability (as
                  determined under the Corporation's disability policies in
                  effect at such time), or retirement at or after obtaining the
                  age of 65, the Corporation shall have the option, for a period
                  of 90 calendar days after the date of termination of
                  employment, to purchase all or any portion of the Shares owned
                  by the undersigned. The Corporation may exercise such right by
                  giving notice thereof to the undersigned prior to the
                  expiration of such 90-day period. The purchase price for the
                  Shares shall be the fair market value of such Shares
                  determined as of the date of termination of employment, as
                  agreed upon by the undersigned and the Corporation; provided,
                  that, in the event that the undersigned and the Corporation
                  cannot agree on such fair market value, a mutually agreed upon
                  third party shall make the final determination thereof ("Fair
                  Market Value"). "Public Offering" is defined in the
                  Stockholders Agreement.

              (ii)         If, prior to a Public Offering of the Common Stock,
                  the undersigned's employment with the Corporation or any
                  subsidiary thereof is terminated for any reason other than for
                  Cause or the undersigned's resignation, and the Corporation
                  shall not have exercised its 90-day option to purchase all of
                  the Option Shares as provided in paragraph 3a(i) above, the
                  undersigned shall have the option, for a period of 90 calendar
                  days, commencing at the end of the Corporation's 90-day option
                  period, to sell to the Corporation all or any portion of the
                  Shares then owned by the undersigned. The undersigned may
                  exercise such option by giving notice thereof to the
                  Corporation prior to the expiration of the undersigned's
                  90-day option period. The purchase price for the Shares shall
                  be the Fair Market Value of such Shares.

     b.                 Death, Disability or Retirement.

              (iii)        If, prior to a Public Offering of the Common Stock,
                  the undersigned dies while in the employ of the Corporation or
                  any subsidiary thereof, or the undersigned's employment with
                  the Corporation or any subsidiary thereof is terminated
                  because of the undersigned's disability or retirement at or
                  after obtaining the age of 65, the Corporation shall have the
                  option, for a period of 90 calendar days 


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                  after the date of death or determination of disability or
                  retirement, as applicable, to purchase all or any portion of
                  the Shares owned by theundersigned or the undersigned's legal
                  representative. The Corporation may exercise such Option by
                  giving notice thereof to the undersigned or the undersigned's
                  legal representative prior to the expiration of such 90-day
                  period. The purchase price for the Shares shall be the Fair
                  Market Value thereof.

              (iv)         If, prior to a Public Offering of the Common Stock,
                  the Corporation has not exercised its 90-day option under
                  paragraph 3b(i) upon the death, disability or retirement of
                  the undersigned, the undersigned or the undersigned's legal
                  representative shall have the option, for a period of 90
                  calendar days (180 calendar days in the case of termination
                  due to the undersigned's death), commencing at the end of the
                  Corporation's 90-day option period, to sell to the Corporation
                  all or any portion of the Shares then owned by the undersigned
                  or the undersigned's legal representative. The undersigned or
                  his legal successor may exercise such Option by giving notice
                  to the Corporation prior to the expiration of the
                  undersigned's 90-day option period. The purchase price for
                  such Shares shall be the Fair Market Value thereof.

     c.                 Election, Delivery and Payment Procedures.

              (v)          Upon any exercise by the Corporation or the
                  undersigned or the undersigned's legal representative of an
                  option granted in this paragraph 3, the Corporation shall pay
                  the purchase price in cash.

              (vi)         The closing of any exercise of an option granted in
                  this paragraph 3 shall take place at the offices of the
                  Corporation not less than 15 nor more than 30 days after the
                  date such option is exercised or, if the undersigned and the
                  Corporation cannot reach agreement on fair market value, not
                  less than 15 nor more than 30 days after such determination is
                  made by the mutually agreed upon third party. The exact date
                  and time of closing shall be specified by the party exercising
                  such option.

              (vii)        If the Corporation shall have the option to purchase
                  Shares from the undersigned pursuant to this paragraph 3, it
                  shall specify to the undersigned in reasonable detail its
                  calculation of Fair Market Value for the purchase price (A) at
                  the time of its exercise of its option or, (B) if the
                  undersigned or the undersigned's legal representative will
                  have an option to sell pursuant to paragraph 3, prior to the
                  commencement of the undersigned's 90-day option period.


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              (viii)       At the closing of any exercise of any option granted
                  pursuant to paragraph 3, the undersigned shall deliver
                  certificates for the Shares to the Corporation duly endorsed
                  or accompanied by written instruments of transfer in form
                  satisfactory to the Corporation, duly executed by the
                  undersigned, and freeand clear of any liens, against payment
                  by the Corporation of the purchase price therefor.

              (ix)         Notwithstanding the provisions contained in this
                  paragraph 3, the Corporation shall not be obligated to
                  purchase any Shares, and Optionee shall have no right to sell
                  such Shares, except to the extent the Corporation shall be
                  permitted to repurchase its shares under applicable law and
                  any applicable financing agreements of the Corporation.

4.       Miscellaneous.This Agreement is binding upon and inures to the benefit
     of the parties hereto and their respective successors and assigns.
     References to a party to this Agreement are also references to any
     successor or assign of such party. Whenever the context so requires, the
     singular number includes the plural, the plural includes the singular, and
     the gender of any pronoun includes the other genders. Titles and captions
     of or in this Agreement are inserted only as a matter of convenience and
     for reference and in no way affect the scope of this Agreement or the
     intent of its provisions. This Agreement constitutes the entire agreement
     of the parties to it with respect to its subject matter, supersedes all
     prior agreements, if any, of the parties to this Agreement with respect to
     its subject matter, and may not be amended except in writing signed by the
     party to this Agreement against whom the change is being asserted. In
     addition, the agreements of the undersigned in paragraph 2 above inure to
     the benefit of the other parties to the Stockholders Agreement. The failure
     of any party to this Agreement at any time or times to require the
     performance of any provisions of this Agreement shall in no manner affect
     the right to enforce the same; and no waiver by any party to this Agreement
     of any provision (or of a breach of any provision) of this Agreement,
     whether by conduct or otherwise, in any one or more instances, shall be
     deemed or construed either as a further or continuing waiver of any such
     provision or breach or as a waiver of any other provision (or of a breach
     of any other provision) of this Agreement. This Agreement shall be governed
     by, construed and enforced in accordance with the laws of the State of
     Delaware. This Agreement may be executed in two or more copies, each of
     which shall be deemed an original, and it shall not be necessary in making
     proof of this Agreement or its terms to produce or account for more than
     one of such copies.



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                  DULY EXECUTED by the undersigned this ___ day of ___________,
1997 as of October 21, 1997.


                                             -------------------------------
                                             Joseph L. Gorga


Accepted and agreed to.

CMI INDUSTRIES, INC.


By:
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  Title:
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