EXHIBIT 10.33


                             JANUS INDUSTRIES, INC.
                               Board of Directors
                            Stock Appreciation Right

                              Terms and Conditions


     1. Stock  Appreciation  Right.  This Stock  Appreciation  Right  ("SAR") is
issued by Janus Industries,  Inc. (the "Company").  The Board of Directors shall
administer  this SAR and its  determinations  regarding  this SAR are  final and
binding.  Capitalized  terms used and not otherwise  defined in this certificate
have the meanings given to them in the Janus Industries,  Inc. 1996 Stock Option
Plan.

     2. Exercisability  Schedule.  The SAR may be exercised at any time and from
time to time and in accordance with the exercisability schedule set forth on the
face of this certificate,  provided,  however,  that the exercise of the SAR may
not be made  prior to six  months  after  the date of grant of the SAR.  The SAR
shall be exercisable only to the extent the SAR has a positive value and may not
be exercised after the Expiration Date.

     3. Method of Exercise of the SAR. To exercise  this SAR, the grantee  shall
deliver  written  notice of exercise to the Chairman of the Board of the Company
specifying  the  number  of  rights  with  respect  to  which  the SAR is  being
exercised.  Promptly  following  such  notice,  the Company  will deliver to the
grantee the payment set forth herein.

     4. SAR Payment.  Upon tender of this SAR, the grantee  shall be entitled to
receive payment of an amount determined by multiplying the number of rights with
respect  to which  the SAR is being  exercised  by the  difference  obtained  by
subtracting  the exercise  price per right of the SAR from the Fair Market Value
of a share  of Stock on the Date of  Exercise  of the SAR (the  "Payment").  The
Payment shall be made in cash.

     6. Rights as a  Stockholder  or  Director.  The grantee  shall not have any
rights to continued  membership on the Board of Directors by virtue of the grant
of the SAR and grantee shall not have any rights as a stockholder of the Company
by virtue of being a holder of the SAR.

     7.  Recapitalization,  Mergers,  Etc.  In the  event of  certain  corporate
transactions  affecting the  Company's  outstanding  Common Stock,  the Board of
Directors  shall  equitably  adjust the number and kind of rights subject to the
SAR, the exercise price of the SAR and the Value Limitation. If such transaction
involves a consolidation or merger of the Company with another entity,  the sale
or  exchange  of all or  substantially  all of the  assets of the  Company  or a
reorganization or liquidation of the Company, then in lieu of the foregoing, the
Board of Directors may upon written  notice to the grantee  provide that the SAR
shall  terminate  on a date not less than 20 days after the date of such  notice
unless  theretofore  exercised.  In  connection  with such notice,  the Board of
Directors  may in its  discretion  accelerate  or waive  any  deferred  exercise
period.

     8.  SAR  Not  Transferable.  The  SAR is not  transferable  by the  grantee
otherwise  than  by  will  or the  laws  of  descent  and  distribution,  and is
exercisable,  during the grantee's lifetime,  only by the grantee. Any attempted
assignment,  transfer, pledge,  hypothecation or other disposition shall be void
and of no effect.



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     9.  Payment  of  Taxes.  The  grantee  shall  pay to the  Company,  or make
provision  satisfactory to the Company for payment of, any taxes required by law
to be withheld pursuant to the Payment. The Company and its Subsidiaries may, to
the extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to the grantee.

     10.  Governing  Law. This SAR shall be construed and enforced in accordance
with the laws of the State of Delaware  (without  regard to the  legislative  or
judicial  conflict of laws rules of any state),  except to the extent superseded
by federal law.

     11. Value Limitation.  Notwithstanding anything herein to the contrary, the
difference between exercise price per right and the Fair Market Value of a share
of Common  Stock at the date of  exercise  may not  exceed  $7.00,  as  adjusted
pursuant to paragraph 7.

     12.  Approval of  Stockholders.  This SAR may not be exercised until it has
been approved by the stockholders of the Company.



<PAGE>



SAR -                                                 Stock Appreciation Rights


                             JANUS INDUSTRIES, INC.
                               Board of Directors
                      Stock Appreciation Right Certificate


     Janus  Industries,  Inc. (the "Company"),  a Delaware  corporation,  hereby
grants to the person named below a Stock Appreciation Right ("SAR") with respect
to the  shares of Common  Stock,  par value  $0.01  per  share,  of the  Company
exercisable  on the following  terms and  conditions  and those set forth on the
reverse side of this certificate:

         Name of Grantee:
                           -------------------------------------------------
                           
                 Address:
                           -------------------------------------------------
                           

                           -------------------------------------------------
                           
     Social Security No.:
                           -------------------------------------------------
                           
         Number of SAR's:
                           -------------------------------------------------
                           
                   Price:
                           -------------------------------------------------
                           
           Date of Grant:  -------------------------------------------------


                             Exercisability Schedule

                                                       Exercise Period

                                          Commencement Date      Expiration Date
Number of SAR's                                              

All SAR's

     By acceptance of this SAR, the grantee  agrees to the terms and  conditions
hereof.

                                                   JANUS INDUSTRIES, INC.


Dated:                                      By: -------------------------------
                                                Name:     Louis S. Beck
                                                Title:    Chairman of the Board

ACCEPTED:


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