Exhibit 10.4**NON-DISCLOSURE AND NON-COMPETITION AGREEMENT**  THIS AGREEMENT between Cohesant Technologies Inc. (together with its subsidiaries, including, butnot limited to Cohesant Technologies Inc (together with its subsidiaries, the “Company”) and theundersigned Associate.   In consideration of Associate’s employment with the Company and the potential severance paymentdescribed herein, Associate covenants and agrees as follows: I. Non-Disclosure — Associate covenants and agrees that during Associate’s employmentand after termination of employment that: A. Without prior written consent of Company, Associate shall not at any time, directly orindirectly, use for Associate’s own benefit or purposes or for the benefit or purposes of anyother person, firm, partnership, association, corporation or business organization, ordisclose to any person, firm partnership, association, corporation or business organization,any trade secrets, information, data, know-how or knowledge (including, but not limited to,trade secrets, information, data, know-how or knowledge relating to customers, prospects,products, suppliers, sources of supply, business methods and techniques, market developmentprograms, revenues, costs, management practices, contracts, documents, designs, processes,plans or employees) belonging to, or relating to the affairs of the Company (“ConfidentialInformation”), except where required in good faith to transact the business of the Company.Confidential Information of the Company shall not be deemed to include information of theCompany that: (i) at the time of disclosure, is properly in the public domain or thereafterproperly becomes part of the public domain by publication or otherwise through nofault or act of the Associate;  (ii) the Associate can conclusively establish was properly in his or herpossession prior to the time of the disclosure to the Associate of the ConfidentialInformation;  (iii) the Associate independently developed without the use of any ConfidentialInformation received from the Company; or  (iv) is required to be disclosed by legal process, provided that Associate shallfirst have given timely written notice to the Company so that the Company may seek toobtain an appropriate protective order.B. Associate shall return to the Company, at its request, and in any event within three (3) daysafter termination of Associate’s services, in good condition, reasonable wear and tearexcepted, all documentation and records which are the property of Company and any and allcopies thereof, including, but not limited to, all Company manuals promotional andinstructional materials, and similar aids and equipment, all correspondence, customer lists,files, plans, contracts, memoranda and reports as well as all of Company’s equipment and otherproperty in Associate’s hands or under Associate’s control at the time of the termination ofAssociate’s employment. C. Subject to exceptions set forth in Section 1(A) above, Associate shall keep in strictconfidence all trade information, product data, management practices, business and pricingmethods and techniques, customer and
 

 
  prospect lists, trade secrets and other confidential information concerning Company’s business andits methods of doing business. II. Non-Competition A. Associate acknowledges that Associate has been and will be dealing with confidentialinformation, trade secrets and business methods which are the Company’s property. Associatefurther acknowledges that the training, materials, customer lists and other confidentialinformation and trade secrets, all provided to Associate by Company, are of value to theCompany and that is reasonable and necessary for the protection of Company that the Associatenot compete with Company within the area and for the duration hereinafter set forth.Accordingly, Associate covenants and agrees that Associate shall not during the term hereofand for a period of one (1) year following the termination of Associate’s employment withCompany for any reason (the “Restricted Period”), directly or indirectly (which means actingalone, as a sole proprietor; as a partner, employee or agent of a partnership; as an officer,director, employee or shareholder or agent of any other corporation; or as a trustee,fiduciary, consultant, independent contractor, agent or other representative), engage in anyor all of the following activities: 1. Enter into or engage in the Business within the United States, Canadaor Mexico; or  2. Promote the business of any person, firm, association, or corporationengaged in a business which competes with the Business of the Company; or  3. Solicit, divert or take away or attempt to solicit, divert or takeaway, any of the Company’s customers; or  4. Cause or attempt to cause any of Company’s customers to cease fromtransacting business with the Company; or  5. Knowingly employ or engage or attempt to employ or engage in anycapacity any person employed by the Company or a Company’s sales representative,independent contractor or agent at the time of Associate’s termination ofemployment.  The provisions of Clauses 3 or 4 above shall not apply to the solicitation of Company’s customerson behalf of a business entity that is not engaged in the Business.               For purposes of this Agreement, “Business” means; (i) the protection and renewal of water andwastewater infrastructure, including, but not limited to, collection systems, water treatmentfacilities, wastewater treatment facilities, water storage facilities, and water distribution andother piping systems for municipal, industrial, commercial and residential infrastructures(collectively, “Water and Wastewater Infrastructure”); (ii) the design, development, manufactureand sale of specialty polymer coatings designed for the protection and renewal of Water andWastewater Infrastructure; and (iii) the design, development, manufacture and sale ofplural-component spray finishing and coating equipment, replacement parts and supplies used in theoperation of this equipment in applying polyesters, polyurethanes, polyureas and epoxies. Theprotection and renewal of Water and Wastewater Infrastructure is effected by the direct applicationby the Company of corrosion protection and other specialty coatings to the Water and WastewaterInfrastructure, as well as the licensing, franchising, sale or other distribution of the Company’sor similar technology relating to such coating processes to third parties that effects suchrehabilitation work.B. Notwithstanding the foregoing, this Agreement shall not preclude Affiliate from owning notmore than three percent (3%) of the equity of companies which are publicly traded on anational securities
 

 
  exchange or over-the-counter market. Neither shall this Agreement preclude Associate from servingas an employee, director, officer or consultant for any business, company, firm or other entity inwhich the most recent annual gross revenues derived from the sale of products similar to those soldby the Company and relating to the Business (a “Competitive Business”) constitutes less than tenpercent (10%) of the most recent annual gross revenues of such business (including all affiliates),so long as Associates does not directly or indirectly participate in such Competitive Business. C. Associate agrees that each of the above covenants are separate and distinct covenants,independent of each other, and that the illegality or invalidity of any one or more of them orany part of one or more of them shall not render the others illegal or invalid, and that ifthe invalidity or unenforceability is due to the unreasonableness of the time or geographicarea covered by said covenants, said covenants shall nevertheless be enforced to the maximumextent permitted by law and effective for such period of time and for such area as may bedetermined to be reasonable by a court of competent jurisdiction. D. Associate has carefully considered the nature and extent of the restrictions upon him or herand the rights and remedies conferred upon the Company under this Agreement and Associateacknowledges and agrees that the same are reasonable in time and scope, are designed toeliminate competition that otherwise would be unfair to the Company, do not stifle theinherent skill and experience of Associate and would not operate as a bar to Associate’s solemeans of support. Associate acknowledges that the benefit conferred upon the Company by thisAgreement is not disproportionate to the burden placed on Associate. III. Severance    In the event of the Associate’s termination of employment by the Company without “Cause”, and priorto a “Change of Control”, the Company will continue Associate’s salary for a period of twelve (12)months from date of employment and the Company will continue to pay its portion of Associate’smedical and life insurance premiums. The foregoing payment is conditioned upon Associate’sexecution of a mutual release in form satisfactory to the parties. “Cause” means: (i) fraud,embezzlement, theft, or misappropriation of funds on other property of the Company; (ii) thewillful failure or refusal by Associate to perform his or her duties to the Company, other than dueto disability, which failure or refusal continues following written notice of the breach, (iii) thecommission by Associate of any acts of bad faith or misconduct directed against the Company or itsaffiliates, or intended to harm the Company or its affiliates, or the business; (iv) the indictmentof Associate of a felony or other criminal act involving dishonesty, whether or not relating to hisor her employment with the Company; or (v) the recurring material breach, followingwritten notice, of an established written policy or procedure of the Company. A termination ofemployment by the Associate for “Good Reason” shall constitute a termination by the Company withoutCause. “Good Reason” means (i) a material and continuing failure to pay to Associate compensationand benefits that have been earned, if any, by Associate, (ii) any downward adjustment by the Boardof Directors in Associate’s base salary (excluding an “across the board” decrease in the salariesof executive officers and senior employees of not greater than ten percent (10%) from the prioryear, (iii) a material reduction in Associate’s title, position or responsibilities, or (iv) anybreach by the Company of this Employment Agreement which is material and which is not cured withinthirty (30) days after written notice thereof to the Company from Associate.   In the event of the Associate’s termination of employment by the Company without “Cause” withintwo-years following a Change of Control, the Company will pay Associate a lump-sum severancepayment equal to two years of salary and bonus (with the annual bonus based on the assumption that
 

 
  the Company and Associate had achieved the targeted performance goals for the year in which suchtermination occurred), less the amount of compensation received subsequent to the Change ofControl, but not less than 12 months of salary and bonus. Further, the Company will continue topay its portion of Associate’s medical and life insurance premiums for an 18-month period followingthe termination of employment.          A “Change in Control” means the occurrence of the following events: (i) the Company merges or consolidates with, another entity andas a result of such merger or consolidation less than 51% of the voting powerof the then-outstanding voting securities of the surviving or resulting entityimmediately after such transaction are directly or indirectly beneficiallyowned in the aggregate by the former stockholders of the Company immediatelyprior to such transaction;  (ii) a person or group acting in concert within the meaning ofSection 3(a)(9) or 13(d)(3) (as in effect on the date of this Agreement) ofthe Securities Exchange Act of 1934, becomes the beneficial owner (as definedin Rule 13d-3) of 50% or more of the voting power of the then outstandingvoting securities of the Company; provided that the foregoing shall not applyto any existing ownership interest of more than 50% of the Company’s CommonStock;  (iii) a sale of all or substantially all of the Assets of theCompany.          If the payments or distributions, of whatever kind, to be made by the Company to or for thebenefit of Associate, following a Change of Control, is determined to be an Excess ParachutePayment that is not deductible by the Company for federal income tax purposes and which respect towhich Associate will be subject to an excise tax because of Section 280G and 4999, respectively, ofthe Internal Revenue Code of 1986, as amended (the “Code”), the payments or distributions shall bereduced to an amount equal to One Dollar ($1.00) less than the 280G Limit. The 280G Limit beingthe maximum amount of Parachute Payments that Associate may receive without becoming subject to theexcise tax imposed by Section 4999 of the Code and without the Company suffering a loss ofdeduction under Section 280G of the Code.IV. Miscellaneous A. The existence of any claim or cause of action of the Associate against Company arising out ofAssociate’s employment with the Company, or otherwise, shall not constitute a defense to theenforcement by Company of the above covenants or obligations. Associate agrees that ifAssociate breaches any of the covenants or obligations set forth above, the Restricted Periodshall be suspended until such time as said violation shall cease if the Company has givenAssociate prompt written notice of the alleged violation. Associate further agrees that ifAssociate breaches any of Associate’s covenants or obligations set forth above, the Companyshall have the right, in addition to other rights provided herein or any other rights that itmay have in law or equity, to seek and obtain from any Court of competent jurisdiction reliefby way of injunction. Associate acknowledges and agrees that should Associate breach any ofAssociate’s covenants and obligations above, the Company would suffer irreparable damages andthe Company would have no adequate remedy at law.
 

 
B. The parties covenant and agree that neither they nor their affiliates shall make anystatements, written or oral, to any third party that disparages, criticizes, discredits orotherwise operates to the detriment of Associate’s or the Company’s business reputation and/orgood will. C. If any portion of this Agreement shall be determined to be invalid or unenforceable, thensuch determination shall not affect any other portion of this Agreement and such otherportions shall remain in full force and effect. D. This Agreement and any dispute which may arise thereunder shall be governed by, and construedin accordance with the laws of the State of Ohio. Associate acknowledges and agrees that thisAgreement may be assigned by Company without employee’s consent in connection with the sale ofall or a portion of the Company’s business.         COHESANT TECHNOLOGIES INC.           By: /s/ Morris H. Wheeler                  Date: February 23, 2007           /s/ Robert W. Pawlak                Print Name: Robert W. Pawlak            “Associate”           Date: February 23, 2007