EXHIBIT 10.4

CYTEC  CORP
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2555 BAIRD ROAD, PENFIELD, NEW YORK 14526      (716) 381-4740  FAX:(716)381-0478


                            REPRESENTATIVE AGREEMENT
                            ------------------------

This  Manufacturer's  Representative Agreement is made this 20th day of December
1988,  by  and  between  CYTEC  CORPORATION, a corporation under the laws of the
state  of New York, having its principle office at 2555 Baird Road, Penfield, NY
14526,  hereinafter  referred to as the "PRINCIPAL" and ENERTEC INTERNATIONAL at
_________________________________  hereinafter  referred  to  as  the:
"REPRESENTATIVE".

                                    RECITALS

A.   PRINCIPAL is engaged in the business of manufacturing and supplying certain
     goods,  equipment,  and/or  products,  hereinafter  referred  to  as  the
     "Products."

B.   REPRESENTATIVE  desires to engage in the business of being a Representative
     for  the PRINCIPAL'S products, and PRINCIPAL desires that REPRESENTATIVE be
     so  engaged,  on  the  terms  of  this  Agreement.

                                    AGREEMENT
It is mutually agreed as follows:

1.   APPOINTMENT  AND  ACCEPTANCE

     PRINCIPAL  appoints  REPRESENTATIVE as its exclusive selling representative
     to sell products specified in Section 3 in the territory defined in Section
     2;  and  REPRESENTATIVE  accepts  the  appointment  and  agrees to sell and
     promote  the  sale  of  the  PRINCIPAL'S  products.

2.   TERRITORY

     Representative's  territory  will  consist  of  the  geographical  area,
     hereinafter  referred  to  as  the  "Territory."

3.   PRODUCTS

     The  Products  of  the  PRINCIPAL  to  be  sold  by  the REPRESENTATIVE are
     specified in the Product Bulletins and Price Lists. The PRINCIPAL may, with
     the  consent of REPRESENTATIVE, amend the Product Bulletins and Price Lists
     from time to time to add new or additional Products manufactured or sold by
     the  PRINCIPAL.

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4.   AMOUNT  OF  COMPENSATION

     (a)  REPRESENTATIVE  shall  receive  from  PRINCIPAL,  on  all  sales  of
          PRINCIPAL's  products  originating  from  the  Territory,  a  sales
          commission  in accordance with the provisions of Attachment C attached
          hereto.  Said  commission shall be paid on all orders originating from
          the  Territory  occurring after the effective dates of this Agreement,
          and  before the date of termination. In addition, commissions shall be
          paid  for  sixty  (60) days after the effective date of termination of
          this  agreement  on  all  accounts  identified in writing to PRINCIPAL
          prior  to  the  termination  date.

     (b)  Commissions  shall be computed on the net selling price of Products to
          the  customer.  The net selling price shall be the gross price paid by
          the  customer,  less license fees, royalties, taxes, shipping charges,
          and  any  allowances  or  discounts  granted  to  REPRESENTATIVE  by
          PRINCIPAL.

     (c)  Representative's  commissions  shall be paid on or before the 15th day
          of  the  month following the month in which PRINCIPAL receives payment
          from  its  customers.

     (d)  Commissions paid or credited to REPRESENTATIVE on sales of PRINCIPAL's
          Products  which  are  returned to PRINCIPAL, or on which allowances or
          adjustments  are  made  for  any  reason,  shall be promptly repaid to
          PRINCIPAL  upon  written  notification  from  PRINCIPAL.

     (e)  In  the  event  multiple  Sales  Territories are involved in an order,
          commissions  shall  be  split  in  the  following  manner:

                          25% to purchasing territory
                          50% to engineering territory
                          25% to installation territory

5.   ACCEPTANCE  OF  ORDERS

     (a)  The  PRINCIPAL  will have the right, at its sole discretion, to accept
          or  reject any and all orders from customers within the Territory. All
          credit  risks  will  be  the  responsibility  of  the  PRINCIPAL.

     (b)  The  PRINCIPAL  will  furnish  the  REPRESENTATIVE  with copies of all
          quotations,  order  acknowledgments,  shipping  notices,  invoices,
          credits,  and  other correspondence pertaining to the customers orders
          as  requested  by  the  REPRESENTATIVE.

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6.   TERMS  OF  SALE

     All  sales  will  be at prices and upon terms established by the PRINCIPAL,
     and  it  will have the right, at its sole discretion, form time to time, to
     establish,  change, alter or amend prices and other terms and conditions of
     sale. REPRESENTATIVE will not accept orders in the PRINCIPAL's name or make
     quotations  or  delivery  promises  without the PRINCIPAL's prior approval.

7.   RESPONSIBILITIES  OR  REPRESENTATIVE

     (a)  REPRESENTATIVE  will  use  its  best  efforts  to  promote  and  sell
          PRINCIPAL's  Products within the Territory, devoting adequate time and
          resources  to  this  task.

     (b)  REPRESENTATIVE  will  maintain,  at  Representative's expense, office,
          telephone,  and other facilities as are necessary to promote the sales
          of  PRINCIPAL's  Products.

     (c)  REPRESENTATIVE will maintain a sales organization within the Territory
          appropriate  for  the  promotion and sale of PRINCIPAL's Products. The
          sales  personnel  shall  have  sufficient  knowledge  of  PRINCIPAL's
          Products  to  assist  customers  with  product  applications.

     (d)  REPRESENTATIVE  shall assist PRINCIPAL in demonstrations to customers,
          and  coordinate  with  PRINCIPAL  for  product  service  and  product
          warranties  undertaken  by  PRINCIPAL.

     (e)  REPRESENTATIVE  shall  provide  prompt  attention  and  resolution  to
          inquiries  and  complaints  from  customers  within  the  Territory.

     (f)  REPRESENTATIVE shall submit to PRINCIPAL such information as PRINCIPAL
          may  reasonably  request  from  time  to  time  in  connection  with
          Representative's  activities.

     (g)  REPRESENTATIVE  will  furnish  a  written  sales forecast on a monthly
          basis. This forecast shall be issued on approximately the first day of
          each  month and will include potential orders for the next ninety (90)
          days.

     (h)  REPRESENTATIVE  shall  make no representations or warranties except as
          specifically  authorized  by  PRINCIPAL.

     (i)  The  REPRESENTATIVE  will  handle  no  other  product in the allocated
          territory  that  is  competitive  with the PRINCIPAL's Products unless
          prior  written  consent  of  the PRINCIPAL is obtained. REPRESENTATIVE

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          will provide to PRINCIPAL a list of current principals. REPRESENTATIVE
          will  notify  PRINCIPAL  in  writing  of additions or deletions to the
          list.

8.   RESPONSIBILITIES  OF  PRINCIPAL

     (a)  PRINCIPAL  shall provide sales support to REPRESENTATIVE and its sales
          personnel.

     (b)  PRINCIPAL  shall  provide  technical  support  for  its  products.

     (c)  PRINCIPAL  shall  provide  reasonable  quantities of sales literature,
          brochures,  and  other  sales  support  materials  deemed necessary by
          PRINCIPAL.  All sales literature, etc. will be provided at the expense
          of the PRINCIPAL, shall remain the property of the PRINCIPAL, and will
          be  returned  to  PRINCIPAL  WHEN  REQUESTED.

     (d)  PRINCIPAL  shall  promptly  provide  REPRESENTATIVE  with  sales leads
          originating  from  within  Representative's  Territory  which  were
          generated  to  PRINCIPAL by advertising, promotions, or direct factory
          contact.

     (e)  PRINCIPAL  shall  provide  a  warranty  on  all  PRINCIPAL  Products
          represented  by  REPRESENTATIVE.  PRINCIPAL assumes all responsibility
          for  quality  and  performance  of  its  products.

9.   TERM  OF  AGREEMENT  AND  TERMINATION

     This agreement will be effective on the date shown in the opening paragraph
     of  this  agreement and will continue in force unless terminated by 90 days
     prior  written  notice  by  either  party.

10.  CONSTRUCTION  OF  AGREEMENT

     This  agreement will be construed according to the laws of the State of New
     York.

11.  DISPUTES  AND  ARBITRATION

     The  parties  agree  that  any  disputes  or  questions  arising hereunder,
     including  the  construction  or  application  of  this  Agreement, will be
     settled  by  arbitration  in  accordance  with  the  rules  of the American
     Arbitration  Association  then  in  force.


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IN  WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year  first  above  written.

PRINCIPAL:                                         REPRESENTATIVE:

CYTEC  CORPORATION                                 _____________________________

By:___________________________                     By:__________________________
     Harry  Turner                                      Harry  Mund
     President                                          President
     12/20/88                                           1/25/89



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                            REPRESENTATIVE AGREEMENT

                                  ATTACHMENT C

                      REPRESENTATIVE COMPENSATION SCHEDULE

Commission  on  all product sales in the territory shall be 15% of the total net
price,  except  as  follows:

1.   Where  discounts are given for either quantity, or for any other reason the
     following  schedule  will  apply.

DISCOUNT     COMMISSION  RATE
--------     ----------------
   5              12.5%
   10             10.0%
   15              8.0%
   20              7.0%
   25              6.0%
   30              5.0%

2.   On  all other items, including special products, obsolete products, special
     engineering,  documentation  and  spares  the Commission Rate will be 5% of
     Invoice  Price.

3.   Where  a  system  includes  standard  products and special engineering, the
     standard  products  will  be commissionable at 15% and the remainder at 5%.

4.   On  accounts  sent for collection the cost of collection will be treated as
     discount  and  commission  will  be  paid  at  that  discount  rate.


PRINCIPAL:                                         REPRESENTATIVE:

CYTEC  CORPORATION                                 _____________________________

By:___________________________                     By:__________________________
     Harry  Turner                                      Harry  Mund
     12/20/88                                           1/25/89


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