Exhibit 10.4

Ralph Brier
Gig Harbor. WA

Dear Ralph:

Re: Compensation Package

As we discussed.  Visualant  would like you to be its CEO for which it can offer
the following compensation package.

o    300,000  options to purchase  stock at US $0.10 per share until  August 15,
     2009,  vesting  at the rate of  25,000  options  at the  beginning  of each
     quarter commencing August 15, 2004.
o    200,000  options  to  purchase  stock at US $0.10 per share  which  wi11 be
     granted  upon the  successful  achievement  of mutually  acceptable,  to be
     determined, management objectives.
o    US$5,000.00 per month from August 15, 2004 to November 15, 2004, payable as
     a retainer in advance.
o    US$4,000.00  per month  incentive to be paid in arrears  between August 15,
     2004 and November 15, 2004,  upon the  achievement of mutually  agreed upon
     management objectives.
o    US$12,500.00 per month once the major financing has been secured.
o    Cash bonus to be negotiated based upon performance targets.
o    Benefits which are appropriate for the position.

Please sign and return a copy of this letter to acknowledge your agreement.

Yours very truly,

/s/ Ronald P. Erickson
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Ronald P. Erickson
Chairman


Accepted and agreed.

/s/ Ralph Brier
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Ralph Brier