<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>2
<FILENAME>capital10kex104033105.txt
<DESCRIPTION>AMENDMENT TO EMPLOYEE STOCK OWNERSHIP PLAN
<TEXT>

                                                                    Exhibit 10.4

                                 AMENDMENT NO. 3
                                       TO
                  THE RECTORSEAL CORPORATION AND JET-LUBE, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                (As Revised and Restated Effective April 1, 1998)


         THIS AMENDMENT NO. 3, executed this ____ day of ________________, 2004,
and effective as of August 1, 2004, by The  RectorSeal  Corporation,  a Delaware
corporation, having its principal office in Houston, Texas (hereinafter referred
to as the "Company").


                                   WITNESSETH:

         WHEREAS,  the Company  revised and restated The RectorSeal  Corporation
and Jet-Lube, Inc. Employee Stock Ownership Plan (the "Plan") effective April 1,
1998,  except  for  certain  provisions  for which  another  effective  date was
subsequently provided elsewhere in the terms of the Plan, to (i) incorporate the
prior  amendment  to the Plan and (ii) bring the Plan into  compliance  with the
Internal Revenue Code of 1986, as amended (the "Code"), as modified by the Small
Business Job Protection Act of 1996, the General  Agreement on Tariffs and Trade
under the Uruguay Round  Agreements Act, the Uniformed  Services  Employment and
Reemployment  Rights Act of 1994, the Taxpayer  Relief Act of 1997, the Internal
Revenue Service  Restructuring and Reform Act of 1998, and the Community Renewal
Tax  Relief  Act of  2000,  as well as all  applicable  rules,  regulations  and
administrative  pronouncements enacted, promulgated or issued since the date the
Plan was last restated;

         WHEREAS,  the  Company  adopted  Amendment  No.  1 to the  revised  and
restated Plan,  effective as of April 1, 2002,  except as specifically  provided
otherwise in Amendment No. 1, to (i) reflect certain  provisions of the Economic
Growth and Tax Relief  Reconciliation  Act of 2001  ("EGTRRA")  which  generally
became applicable to the Plan effective as of April 1, 2002, and (ii) constitute
good faith compliance with the requirements of EGTRRA;

         WHEREAS,  final Treasury  regulations  were issued April 17, 2002 under
section  401(a)(9) of the Code relating to  distributions  under Section 11.4 of
the Plan (the "Final Distribution Regulations");

         WHEREAS,  the  Pension  and  Welfare  Benefits  Administration  of  the
Department  of Labor issued final  regulations  establishing  new  standards for
processing  benefit claims of participants and beneficiaries  under Section 11.6
of the Plan which have been  clarified by further  guidance from the Pension and
Welfare  Benefits  Administration  (collectively  the  "Final  Claims  Procedure
Regulations");

         WHEREAS,  the  Company  adopted  Amendment  No.  2 to the  revised  and
restated Plan to (i) revise Section 11.4 of the Plan, effective January 1, 2003,
to  reflect  the  Final  Distribution  Regulations  consistent  with  the  Model
Amendment  provided by the Internal Revenue Service in Rev. Proc.  2002-29,  and
(ii) revise Section 11.6 of the Plan,  effective  April 1, 2002, to provide that


<PAGE>

the  administrator  of the Plan shall process benefit claims of participants and
beneficiaries  pursuant to the claims  procedure  specified  in the summary plan
description  for the Plan which  shall  comply with the Final  Claims  Procedure
Regulations, as may be amended from time to time; and

         WHEREAS,  the Company now desires to adopt this  Amendment No. 3 to the
revised  and  restated  Plan,  effective  as of August 1, 2004,  to exclude  the
Director  of  Business   Development   of  Cargo   Chemical   Corporation   from
participation in the Plan;

         NOW,  THEREFORE,  in  consideration  of the premises and the  covenants
herein contained, the Company hereby adopts the following Amendment No. 3 to the
Plan:

         The last sentence of Section 2.2 of the Plan is hereby  amended to read
as follows:

Notwithstanding the foregoing  provisions of this Section 2.2, William R. Thomas
and the  Director of Business  Development  of Cargo  Chemical  Corporation  are
excluded from participating in the Plan.

         IN  WITNESS  WHEREOF,  the  Company,  acting  by and  through  its duly
authorized  officers,  has caused this  Amendment No. 3 to be executed as of the
day and year first above written.

                                                      THE RECTORSEAL CORPORATION


                                                      By:_______________________
                                                                         COMPANY







                                      -2-
</TEXT>
</DOCUMENT>
