EXHIBIT 10-W AMENDMENT TO STOCKHOLDER AGREEMENT This Amendment to Stockholder Agreement is dated as of November 9, 1995. The following terms are incorporated by reference into the Stockholder Agreement dated as of August 31, 1994 by and between...

                                                  EXHIBIT 10-W



                    AMENDMENT TO STOCKHOLDER AGREEMENT


          This Amendment to Stockholder Agreement is dated as of November
9, 1995. The following terms are incorporated by reference into the
Stockholder Agreement dated as of August 31, 1994 by and between Guardsman
Products, Inc., Xxxx X. Xxxxxx, and Xxxxx X. Xxxxxx.  Notwithstanding any
contrary terms, the Stockholder Agreement is hereby amended and the parties
agree as follows:

     1.   Section 11 of the Stockholder Agreement entitled "Voting of
Shares" is deleted in its entirety and the Stockholders, as defined in the
Stockholder Agreement, shall have no continuing obligations under Section
11 of the Stockholder Agreement.

     2.   Except as specifically set forth in this Amendment to Stockholder
Agreement, the Stockholder Agreement shall remain in full force and effect
without further amendment.


     IN WITNESS WHEREOF, the parties have executed this Amendment to
Stockholder Agreement on the date first set forth above.


                                        GUARDSMAN PRODUCTS, INC.


                                        By: /S/ XXXX X. XXXXXX

                                            Its: CHAIRMAN


                                        XXXXX X. XXXXXX


                                        /S/ XXXXX X. XXXXXX


                                        XXXX X. XXXXXX


                                        /S/ XXXX X. XXXXXX





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