8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)     October 6, 2004

DEVCON INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Florida	000-07152	59-0671992
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1350 East Newport Center Drive, Suite 201 Deerfield Beach, Florida	33442
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code     (954) 429-1500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

In October 2004, the Company reorganized its management structure. In connection with this management reorganization, on October 6, 2004, the Company entered into an employment agreement (the “Employment Agreement”) with David Rulien pursuant to the terms of which Mr. Rulien would become President of Devcon Construction and Materials Corp., Devcon/Matrix Utility Resources, LLC and DevMat Bahamas, Ltd. (collectively, the “Subsidiaries”), companies in which the Company’s construction and materials division and utility/desalination division are based, respectively. The Employment Agreement provides for a term of one year, which term may be automatically renewed each year unless three months advance notice of nonrenewal is given. In addition, the Employment Agreement provides for an annual base salary of $240,000, discretionary bonuses to be determined at the discretion of the compensation committee of the Company’s Board of Directors, participation by Mr. Rulien in all benefit programs made available to the Company’s other executive officers and eligibility for grants of options under the Company’s stock option plans. Termination of Mr. Rulien’s employment without cause or for “good reason” will result in Mr. Rulien receiving a severance payment equal to one year’s additional salary, as well as benefits, and the immediate vesting of all stock options owned by Mr. Rulien. If within one year of a change in control, Mr. Rulien’s employment is terminated by the Company without cause or Mr. Rulien terminates his employment voluntarily, he will receive a lump sum payment equal to the sum of his current annual base salary and his average bonus and other average compensation during the last two years, and his stock options will immediately vest. The Employment Agreement defines a “Change in Control” as the Company selling or transferring (i) substantially all of the assets of the Subsidiaries or (ii) all of the Subsidiaries to an unaffiliated third party. The Employment Agreement also includes covenants lasting for a term of two years relating to noncompetition and non-solicitation of employees and clients by Mr. Rulien.

The above description of the Employment Agreement is qualified in its entirety by the terms of the Employment Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

Jan A. Norelid, the Company’s Chief Financial Officer, entered into a Separation Agreement with the Company (the “Separation Agreement”), which became effective on October 6, 2004 and which outlines the terms of his separation from the Company.

Pursuant to the terms of the Separation Agreement, Mr. Norelid’s Employment Agreement, dated June 11, 2001, with the Company would continue, and Mr. Norelid would remain as the Company’s Chief Financial Officer, through January 1, 2005. Mr. Norelid would be paid his current regular salary and continue to receive normal benefits during such period. The Separation Agreement contemplates that, on January 7, 2005, Mr. Norelid would be paid a $25,000 bonus for prior services. The Separation Agreement also contemplates that Mr. Norelid will receive a severance payment consisting of two years of his current annual salary. Mr. Norelid will also be entitled to receive benefits or, if such benefits cannot continue during the severance period provided in the Separation Agreement, the cash equivalent of the current cost to the Company for providing such benefits. The vesting of 19,420 unvested stock options owned by Mr. Norelid will accelerate and all of such options will become exercisable on January 1, 2005. The terms of the Separation Agreement require Mr. Norelid to provide fifty hours of consulting for the Company each year for no additional consideration. Thereafter, he will be paid at a rate of $300 per hour. The Separation Agreement includes a release by each of the Company and Mr. Norelid of claims that either party may have against the other in respect of Mr. Norelid’s employment or the termination of such employment, as well as covenants relating to non-solicitation of employees by Mr. Norelid, protection of the Company’s proprietary and confidential information, non-disparagement by Mr. Norelid and other matters.

The Company expects to take a charge of approximately $500,000 in connection with this management change in the third quarter of 2004. The above description of the Separation Agreement is qualified in its entirety by the terms of the Separation Agreement, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by this reference.

Items 5.02 and 8.01 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers and Other Events

In connection with the management reorganization described above in this report, Stephen J, Ruzika, the Company’s Executive Vice President and President of the Company’s security services division, was also appointed President of the Company. Mr. Ruzika will remain President of the security services division, while Donald L. Smith, Jr. will remain Chief Executive Officer and Chairman of the Board of the Company. In addition, David Rulien will become President of Devcon Construction and Materials Corp., Devcon/Matrix Utility Resources, LLC and DevMat Bahamas, Ltd. pursuant to the terms of the employment agreement between Mr. Rulien and Devcon described above.

Mr. Ruzika has been the Company’s Executive Vice President and President of the Company’s security services division since July 31, 2004. Mr. Ruzika is the former Chief Financial Officer (1989-1997) of ADT Limited and President of ADT Security Services, Inc., and has over 17 years of experience in the security services industry. From 1989 to 1997, Mr. Ruzika oversaw the growth of ADT Security Services, Inc. into the largest electronic security services company in the United States and United Kingdom. Mr. Ruzika previously served as a Director and Executive Vice President (1987-1997), and Chief Financial Officer (1989-1997) of ADT, a NYSE listed company. Mr. Ruzika also served as President and Chief Executive Officer of ADT Security Services Inc. (1995-1997), a wholly owned subsidiary of ADT. Mr. Ruzika joined ADT in 1982. In 1997, ADT merged with TYCO International Ltd. and the combined company was renamed TYCO International. ADT, at the time of the merger, was the single largest provider of electronic security services in North America and the United Kingdom providing continuous monitoring of commercial and residential security systems to over 2 million customers in North America and Europe. ADT Security Services, with revenue in excess of $1.5 billion, operated more than 200 sales and service offices worldwide. ADT, through it automotive division, was also a leading provider of vehicle auction services in the United States and the United Kingdom. Prior to joining the Company, from August 1998 to July 2004, Mr. Ruzika served as Chairman and Chief Executive Officer of Congress Security Services, Inc. Congress, through its subsidiaries, including Security Equipment Company, Inc., a corporation the Company acquired in July 2004, provided employment screening and paperless workflow services to major corporate clients in North America and also provided electronic security services throughout the Panhandle of Florida. Prior to forming Congress, from November 1997 to August 1998, Mr. Ruzika served as Chief Executive Officer of Carlisle Holdings Limited (formerly known as BHI Incorporated), a Nasdaq listed company. In addition, Mr. Ruzika served as a director from September 2001 to April 2004, and served as Vice-Chairman of the Board of Security Associates International, Inc., formerly, an American Stock Exchange listed company, from July 2001 to April 2004. Mr. Ruzika is a graduate of the University of Miami and received his Certified Public Accountant designation. Mr. Ruzika is 48 years old.

Mr. Rulien has served the Company in a consulting capacity from February 2003 to March 2004 advising the Company with respect to its utility/desalination division as President of

DRR Advisors LLC, a company that provides consulting services to the construction industry. Since March 1, 2004, he has served as an assistant to Donald L. Smith, Jr., the Company’s Chairman and Chief Executive Officer. From August 2001 to December 2003, Mr. Rulien served as Chief Executive Officer of FishingLife, Inc. (“FishingLife”), an online retailer. In this position he created alliances with CBS SportsLine and West Marine. From January 1999 to July 2001, he served as Vice President – Business Development of FishingLife. Prior to his tenure with FishingLife, from November 1996 to December 1999, Mr. Rulien served as Chief Executive Officer of Wave Communications, a company which sold prepaid wireless services. At Wave Communications, he developed the “phone in a box” concept for selling prepaid wireless and signed deals with a number of consumer retailers for distribution. He also established an in-house fulfillment function, which eventually handled more than 1,000 orders a day. Prior to his tenure with Wave Communications, Mr. Rulien served as Vice President of Nico Industries and President of Regency Construction, and managed construction and real estate development projects totaling $250 Million. Mr. Rulien is 52 years old.

In addition, on October 7, Jan A. Norelid, the Company’s Chief Financial Officer, entered into the Separation Agreement with the Company. The Separation Agreement became effective on October 6, 2004 and outlined the terms of his separation from the Company.

A copy of the press release dated October 7, 2004, announcing Mr. Ruzika’s appointment as President of the Company, the Employment Agreement with Mr. Rulien and Mr. Norelid’s departure from the Company is attached hereto as Exhibit 99.3 and incorporated herein by this reference.

Item 7 .01 Regulation FD Disclosure

The Company is attaching a copy of a press release dated October 7, 2004 as Exhibit 99.3.

Item 9.01 Exhibits

99.1	Employment Agreement, dated October 6, 2004, by and between the Company and David Rulien
99.2	Separation Agreement, dated September 29, 2004, by and between the Company and Jan Norelid
99.3	Press Release dated October 8, 2004

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DEVCON INTERNATIONAL CORP.
Dated: October 8, 2004	By:	/s/ Donald L. Smith, Jr.
	Name:	Donald L. Smith, Jr.
	Title:	Chief Executive Officer and Chairman

EXHIBIT INDEX

Exhibit No.	Description
99.1	Employment Agreement, dated October 6, 2004, by and between the Company and David Rulien
99.2	Separation Agreement, dated September 29, 2004, and effective October 6, 2004, by and between the Company and Jan Norelid
99.3	Press release dated October 8, 2004

EX-99.1

Exhibit 99.1

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into on this 6th day of October, 2004 effective as of October 1, 2004, by and between DEVCON INTERNATIONAL CORP., a Florida corporation (the “Company”), and DAVID R. RULIEN (hereinafter called the “Executive”).

R E C I T A L S

A. The Executive is currently employed as President of Devcon Construction and Materials Corp, a Florida corporation, Devcon/Matrix Utility Resources LLC, a Florida corporation, and DevMat Bahamas, Ltd., a Bahamian corporation (collectively, the “Subsidiaries”).

B. The Executive possesses intimate knowledge of the business and affairs of the Company, its policies, methods and personnel.

C. The Board of Directors of the Company (the “Board”) and the Chief Executive Officer (“CEO”) recognize that the Executive has contributed to the growth and success of the Company, and desires to assure the Company of the Executive’s continued employment and to compensate him therefor.

D. The Board and the CEO have determined that this Agreement will reinforce and encourage the Executive’s continued attention and dedication to the Company.

E. The Executive is willing to make his services available to the Company and on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows:

1. Employment.

1.1 Employment and Term. The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company and the Subsidiaries on the terms and conditions set forth herein.

1.2 Duties of Executive. During the Term of Employment under this Agreement, the Executive shall serve as President of the Subsidiaries and shall manage the day to day operations of the Subsidiaries under the direction of the CEO and President of the Company and subject to the parameters developed by the CEO and President of the Company, shall diligently perform all services as may be assigned to him by the CEO and President of the Company (provided that, such services shall be consistent with services typically performed by officers of companies similar to the Subsidiaries), and shall exercise such power and authority as

- 1 -

may from time to time be delegated to him by the CEO and President of the Company. The Executive shall devote his full time and attention to the business and affairs of the Company and the Subsidiaries, render such services to the best of his ability, and use his best efforts to promote the interests of the Company and the Subsidiaries. It shall not be a violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities to the Company in accordance with this Agreement.

2. Term.

2.1 Initial Term. The initial Term of Employment under this Agreement, and the employment of the Executive hereunder, shall commence on October 1, 2004 (the “Commencement Date”) and shall expire on September 30, 2005, unless sooner terminated in accordance with Section 5 hereof (the “Initial Term”).

2.2 Renewal Terms. At the end of the Initial Term, the Term of Employment automatically shall renew for successive one year terms (subject to earlier termination as provided in Section 5 hereof), unless the Company or the Executive delivers written notice to the other at least 3 months prior to the Expiration Date of its or his election not to renew the Term of Employment.

2.3 Term of Employment and Expiration Date. The period during which the Executive shall be employed by the Company pursuant to the terms of this Agreement is sometimes referred to in this Agreement as the “Term of Employment”, and the date on which the Term of Employment shall expire (including the date on which any renewal term shall expire), is sometimes referred to in this Agreement as the “Expiration Date.”

3. Compensation.

3.1 Base Salary. The Executive shall receive a base salary at the annual rate of $240,000 (the “Base Salary”) during the Term of Employment, with such Base Salary payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes. The Base Salary shall be reviewed, periodically, for merit increases and may, by action and in the discretion of the Compensation Committee of the Board of Directors (“the Compensation Committee”), be increased at any time or from time to time.

3.2 Bonuses.

The Executive shall receive such bonuses, if any, as the Compensation Committee shall determine.

- 2 -

4. Expense Reimbursement and Other Benefits.

4.1 Reimbursement of Expenses. Upon the submission of proper substantiation by the Executive, and subject to such rules and guidelines as the Company may from time to time adopt, the Company shall reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive during the Term of Employment in the course of and pursuant to the business of the Company. The Executive shall account to the Company in writing for all expenses for which reimbursement is sought and shall supply to the Company copies of all relevant invoices, receipts or other evidence reasonably requested by the Company.

4.2 Compensation/Benefit Programs. During the term of Employment, the Executive shall be entitled to participate in all medical, dental, hospitalization, accidental death and dismemberment, disability, travel and life insurance plans, and any and all other plans as are presently and hereinafter offered by the Company to its executives, including savings, pension, profit-sharing and deferred compensation plans, subject to the general eligibility and participation provisions set forth in such plans. If Executive elects not to participate in the medical, dental and hospitalization plans, he will receive $10,000 per year or $384.62 for each of the Company’s 26 pay periods during the year.

4.3 Working Facilities. During the Term of Employment, the Company shall furnish the Executive with an office, secretarial help and such other facilities and services suitable to his position and adequate for the performance of his duties hereunder.

4.4 Automobile. During the Term of Employment, the Company shall provide the Executive with an automobile allowance equal to the most recently approved executive automobile expense allowance policy for executives of the Company, together with reimbursement of the reasonable operating expenses thereof.

4.5 Stock Options. During the Term of Employment, the Executive shall be eligible to be granted options (the “Stock Options”) to purchase common stock (the “Common Stock”) of Devcon International Corp under (and therefore subject to all terms and conditions of) the Company’s 1999 Stock Option Plan as amended, and any successor plan thereto (the “Stock Option Plan”) and all rules of regulation of the Securities and Exchange Commission applicable to stock option plans then in effect. The number of Stock Options and terms and conditions of the Stock Options shall be determined by the Committee appointed pursuant to the Stock Option Plan, or by the Board of Directors of the Company, in its discretion and pursuant to the Stock Option Plan.

4.6 Other Benefits. The Executive shall be entitled to two weeks of vacation each calendar year during the Term of Employment until the Executive has been employed by the Company for one year and four weeks of vacation each calendar year during the Term of Employment, to be taken at such times as the Executive and the Company shall mutually determine and provided that no vacation time shall interfere with the duties required to be rendered by the Executive hereunder. Any vacation time not taken by Executive during any calendar year may not be carried forward into any succeeding calendar year. The Executive shall receive such additional benefits, if any, as the Compensation Committee of the Company shall from time to time determine.

- 3 -

5. Termination.

5.1 Termination for Cause. The Company shall at all times have the right, upon written notice to the Executive, to terminate the Term of Employment, for Cause. For purposes of this Agreement, the term “Cause” shall mean (i) an action or omission of the Executive which constitutes a willful and material breach of, or failure or refusal (other than by reason of his disability) to perform his duties under, this Agreement which is not cured within fifteen (15) days after receipt by the Executive of written notice of same, (ii) fraud, embezzlement, misappropriation of funds or breach of trust in connection with his services hereunder, (iii) conviction of any crime which involves dishonesty or a breach of trust, or (iv) gross negligence in connection with the performance of the Executive’s duties hereunder, which is not cured within fifteen (15) days after written receipt by the Executive of written notice of same. Any termination for Cause shall be made in writing to the Executive, which notice shall set forth the reasons upon which the Company is relying for such termination. The Executive shall have the right to address the Board regarding the acts set forth in the notice of termination. Upon any termination pursuant to this Section 5.1, the Company shall pay to the Executive his Base Salary to the date of termination. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1.

5.2 Disability. The Company shall at all times have the right, upon written notice to the Executive, to terminate the Term of Employment, if the Executive shall become entitled to benefits under the Company’s disability insurance as then in effect, or, if the Executive shall as the result of mental or physical incapacity, illness or disability, become unable to perform his obligations hereunder for a period of 180 days in any 12-month period. The Company shall have sole discretion based upon competent medical advice to determine whether the Executive continues to be disabled. Upon any termination pursuant to this Section 5.2, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive a severance payment equal to 24 months of the Executive’s Base Salary at the time of the termination of the Executive’s employment with the Company. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1.

5.3 Death. Upon the death of the Executive during the Term of Employment, the Company shall pay to the estate of the deceased Executive any unpaid Base Salary through the Executive’s date of death. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1.

5.4 Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of

- 4 -

Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1.

5.5 Termination by Executive.

a. The Executive shall at all times have the right, upon ninety (90) days written notice to the Company, to terminate the Term of Employment.

b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1.

c. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1.

d. For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any material duties inconsistent in any material respect with the Executive’s position (including status, offices, titles and reporting requirements), authority,

- 5 -

duties or responsibilities as set forth in Section 1.2 of this Agreement, or any other action by the Company intended to and which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within 15 days after receipt of written notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Section 3.1 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company within 15 days after receipt of written notice thereof given by the Executive; (iii) any termination by the Company of the Executive’s employment otherwise than for Cause pursuant to Section 5.1 of this Agreement, or by reason of the Executive’s disability or death pursuant to Sections 5.2 and 5.3 of this Agreement, respectively, prior to the Expiration Date.

5.6 Change in Control of the Company.

a. Unless otherwise provided in Section 5.7 hereof, in the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, and (ii) prior to the earlier of the Expiration Date and one year after the date of the Change in Control, either the Executive’s Term of Employment is terminated by the Company without cause, as defined in Section 5.4 hereof, or (y) the Executive terminates the Term of Employment pursuant to Section 5.5(b) hereof, then the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) one times the sum of Executive’s (i) annual Base Salary, (ii) average bonus for the last two years, (iii) except as set forth in (iv), other average compensation, if any, for the last two years and (v) the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, upon the Change in Control, the Executive’s Stock Options shall immediately vest. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1.

b. For the purposes of this Agreement, the term “Change in Control” shall mean that the Company sells or transfers (i) substantially all of the assets of the Subsidiaries or (ii) all of the Subsidiaries to an unaffiliated third party.

5.7 Certain Additional Payments by the Company.

a. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution or other action by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, (including any additional payments required under this Section 5.7) (a “Payment”) would be subject to an excise tax imposed by Section 4999 of the

- 6 -

Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by the Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), the Company shall make a payment to the Executive (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment, the Executive retains (or has had paid to the Internal Revenue Service on his behalf) an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in the Executive’s adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

b. Subject to the provisions of paragraph (c) of this Section 5.7, all determinations required to be made under this Section 5.7, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Jim Cast or KPMG LLP, as selected by the Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that both of the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive shall have the option to appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 5.7, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 5.7 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

- 7 -

c. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 5.7(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest

- 8 -

shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

d. If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 5.7(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 5.7(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 5.7(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

5.8 Resignation. Upon any termination of employment pursuant to this Article 5, the Executive shall be deemed to have resigned as an officer, and if he or she was then serving as a director of the Company, as a director, and if required by the Board, the Executive hereby agrees to immediately execute a resignation letter to the Board.

5.9 Survival. The provisions of this Article 5 shall survive the termination of this Agreement, as applicable.

6. Restrictive Covenants.

6.1 Non-competition. At all times while the Executive is employed by the Company and for a two (2) year period after the termination of the Executive’s employment with the Company for any reason other than by the Company without Cause (as defined in Section 5.1 hereof) or by the Executive for Good Reason (as defined in Section 5.5(d) hereof), the Executive shall not, directly or indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with the Company (for this purpose, any business that engages in the aggregate industry, ready-mix concrete industry or land development construction industry or the water desalination and sewage treatment business on any of the islands of the Bahamas, Puerto Rico, US Virgin Islands, St. Maarten, St Martin or Antigua or any other islands that the Company engages in such business shall be deemed to be in competition with the Company); provided that such provision shall not apply to the Executive’s ownership of Common Stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation.

- 9 -

6.2 Nondisclosure. The Executive shall not at any time divulge, communicate, use to the detriment of the Company or for the benefit of any other person or persons, or misuse in any way, any Confidential Information (as hereinafter defined) pertaining to the business of the Company. Any Confidential Information or data now or hereafter acquired by the Executive with respect to the business of the Company (which shall include, but not be limited to, information concerning the Company’s financial condition, prospects, technology, customers, suppliers, sources of leads and methods of doing business) shall be deemed a valuable, special and unique asset of the Company that is received by the Executive in confidence and as a fiduciary, and Executive shall remain a fiduciary to the Company with respect to all of such information. For purposes of this Agreement, “Confidential Information” means information disclosed to the Executive or known by the Executive as a consequence of or through his employment by the Company (including information conceived, originated, discovered or developed by the Executive) prior to or after the date hereof, and not generally known, about the Company or its business. Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Executive from disclosing Confidential Information to the extent required by law.

6.3 Non-solicitation of Employees and Clients. At all times while the Executive is employed by the Company and for a two (2) year period after the termination of the Executive’s employment with the Company for any reason, for the Executive shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity (a) employ or attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee has not been employed by the Company for a period in excess of six months, and/or (b) call on or solicit any of the actual or targeted prospective clients of the Company on behalf of any person or entity in connection with any business competitive with the business of the Company, nor shall the Executive make known the names and addresses of such clients or any information relating in any manner to the Company’s trade or business relationships with such customers, other than in connection with the performance of Executive’s duties under this Agreement.

6.4 Books and Records. All books, records, and accounts relating in any manner to the customers or clients of the Company, whether prepared by the Executive or otherwise coming into the Executive’s possession, shall be the exclusive property of the Company and shall be returned immediately to the Company on termination of the Executive’s employment hereunder or on the Company’s request at any time.

6.5 Definition of Company. Solely for purposes of this Article 6, the term “Company” also shall include the Subsidiaries, any existing or future subsidiaries of the Company that are operating during the time periods described herein and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company during the periods described herein.

- 10 -

6.6 Acknowledgment by Executive. The Executive acknowledges and confirms that (a) the restrictive covenants contained in this Article 6 are reasonably necessary to protect the legitimate business interests of the Company, and (b) the restrictions contained in this Article 6 (including without limitation the length of the term of the provisions of this Article 6) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Article 6 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Article 6. The Executive further acknowledges that the restrictions contained in this Article 6 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s successors and assigns.

6.7 Reformation by Court. In the event that a court of competent jurisdiction shall determine that any provision of this Article 6 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then only as to enforcement of this Article 6 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

6.8 Extension of Time. If the Executive shall be in violation of any provision of this Article 6, then each time limitation set forth in this Article 6 shall be extended for a period of time equal to the period of time during which such violation or violations occur. If the Company seeks injunctive relief from such violation in any court, then the covenants set forth in this Article 6 shall be extended for a period of time equal to the pendency of such proceeding including all appeals by the Executive.

6.9 Survival. The provisions of this Article 6 shall survive the termination of this Agreement, as applicable.

7. Injunction. It is recognized and hereby acknowledged by the parties hereto that a breach by the Executive of any of the covenants contained in Article 6 of this Agreement will cause irreparable harm and damage to the Company and Subsidiaries, the monetary amount of which may be virtually impossible to ascertain. As a result, the Executive recognizes and hereby acknowledges that the Company and Subsidiaries shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of the covenants contained in Article 6 of this Agreement by the Executive or any of his affiliates, associates, partners or agents, either directly or indirectly, and that such right to injunction shall be cumulative and in addition to whatever other remedies the Company or the Subsidiaries may possess.

- 11 -

8. Mediation. Except to the extent the Company has the right to seek an injunction under Section 7 hereof, in the event a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties hereby agree first to attempt in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Employment Mediation Rules before resorting to arbitration hereunder.

9. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Broward or Palm Beach Counties, Florida, in accordance with the Rules of the American Arbitration Association then in effect (except to the extent that the procedures outlined below differ from such rules). Within thirty (30) days after written notice by either party has been given that a dispute exists and that arbitration is required, each party must select an arbitrator and those two arbitrators shall promptly, but in no event later than thirty (30) days after their selection, select a third arbitrator. The parties agree to act as expeditiously as possible to select arbitrators and conclude the dispute. The selected arbitrators must render their decision in writing. The cost and expenses of the arbitration and of enforcement of any award in any court shall be borne by the non-prevailing party. If advances are required, each party will advance one-half of the estimated fees and expenses of the arbitrators. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. Although arbitration is contemplated to resolve disputes hereunder, either party may proceed to court to obtain an injunction to protect its rights hereunder, the parties agreeing that either could suffer irreparable harm by reason of any breach of this Agreement. Pursuit of an injunction shall not impair arbitration on all remaining issues.

10. Section 162(m) Limits. Notwithstanding any other provision of this Agreement to the contrary, if and to the extent that any remuneration payable by the Company to the Executive for any year would exceed the maximum amount of remuneration that the Company may deduct for that year under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”), payment of the portion of the remuneration for that year that would not be so deductible under Section 162(m) shall, in the sole discretion of the Board, be deferred and become payable at such time or times as the Board determines that it first would be deductible by the Company under Section 162(m), with interest at the “short-term applicable rate” as such term is defined in Section 1274(d) of the Code. The limitation set forth under this Section 10 shall not apply with respect to any amounts payable to the Executive pursuant to Article 5 hereof.

11. Assignment. Neither party shall have the right to assign or delegate his rights or obligations hereunder, or any portion thereof, to any other person.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written, between the Executive and the Company (or any of its affiliates) with respect to such subject matter. This Agreement may not be modified in any way unless by a written instrument signed by both the Company and the Executive.

- 12 -

14. Notices: All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested or sent by confirmed facsimile transmission addressed as set forth herein. Notices personally delivered, sent by facsimile or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon the earlier of receipt by the addressee, as evidenced by the return receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if to the Company, addressed to Devcon International Corp., 1350 E. Newport Center Drive, Suite 201, Deerfield Beach, Florida 33442, Attention: Secretary of the Board , and (ii) if to the Executive, to his address as reflected on the payroll records of the Company, or to such other address as either party hereto may from time to time give notice of to the other.

15. Benefits; Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors and, where applicable, assigns, including, without limitation, any successor to the Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise.

16. Severability. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will be considered to be reduced to a period or area which would cure such invalidity.

17. Waivers. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation.

18. Damages. Nothing contained herein shall be construed to prevent the Company or the Executive from seeking and recovering from the other damages sustained by either or both of them as a result of its or his breach of any term or provision of this Agreement. In the event that either party hereto brings suit for the collection of any damages resulting from, or the injunction of any action constituting, a breach of any of the terms or provisions of this Agreement, then the party found to be at fault shall pay all reasonable court costs and attorneys’ fees of the other.

19. Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

- 13 -

20. No Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the Company, the parties hereto and their respective heirs, personal representatives, legal representatives, successors and assigns, any rights or remedies under or by reason of this Agreement.

21. Indemnification.

a. Subject to limitations imposed by law, the Company shall indemnify and hold harmless the Executive to the fullest extent permitted by law from and against any and all claims, damages, expenses (including attorneys’ fees), judgments, penalties, fines, settlements, and all other liabilities incurred or paid by him in connection with the investigation, defense, prosecution, settlement or appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and to which the Executive was or is a party or is threatened to be made a party by reason of the fact that the Executive is or was an officer, employee or agent of the Company, or by reason of anything done or not done by the Executive in any such capacity or capacities, provided that the Executive acted in good faith, in a manner that was not grossly negligent or constituted willful misconduct and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Company also shall pay any and all expenses (including attorney’s fees) incurred by the Executive as a result of the Executive being called as a witness in connection with any matter involving the Company and/or any of its officers or directors.

b. The Company shall pay any expenses (including attorneys’ fees), judgments, penalties, fines, settlements, and other liabilities incurred by the Executive in investigating, defending, settling or appealing any action, suit or proceeding described in this Section 21 in advance of the final disposition of such action, suit or proceeding. The Company shall promptly pay the amount of such expenses to the Executive, but in no event later than 10 days following the Executive’s delivery to the Company of a written request for an advance pursuant to this Section 21, together with a reasonable accounting of such expenses.

c. The Executive hereby undertakes and agrees to repay to the Company any advances made pursuant to this Section 21 if and to the extent that it shall ultimately be found that the Executive is not entitled to be indemnified by the Company for such amounts.

d. The Company shall make the advances contemplated by this Section 21 regardless of the Executive’s financial ability to make repayment, and regardless whether indemnification of the Indemnitee by the Company will ultimately be required. Any advances and undertakings to repay pursuant to this Section 21 shall be unsecured and interest-free.

e. The provisions of this Section 21 shall survive the termination of this Agreement.

- 14 -

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

COMPANY:
DEVCON INTERNATIONAL CORP., a Florida corporation
By:	/s/ Donald L. Smith, Jr.
Name:	Donald L. Smith, Jr.
Title:	Chairman of the Board and CEO
EXECUTIVE:
DAVID R. RULIEN
	/s/ David R. Rulien
Name:	David R. Rulien

- 15 -

EX-99.2

Exhibit 99.2

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (the “Agreement”) is entered into as of this 29^th day of September, 2004 by and between Devcon International Corp, a Florida corporation (the “Company”), and Jan A. Norelid (the “Executive”).

Recitals

WHEREAS, the Executive has been employed by the Company pursuant to the terms of an Employment Agreement dated June 11, 2001 by and between the Company and the Executive (the “Employment Agreement”); and

WHEREAS, the Company and the Executive have mutually agreed that the Employment Agreement, and the Executive’s employment with the Company and its Affiliates (as defined below), shall terminate on January 1, 2005 (the “Termination Date”); and

WHEREAS, the Company and the Executive now wish to set forth in this Agreement all of their respective rights and obligations resulting from such termination of employment and the termination of the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants between the parties, the sufficiency of which is hereby acknowledged, the Company and Executive hereby agree to the following Terms and Conditions:

Terms and Conditions

1. Recitals. All of the foregoing Recitals are true and correct and are incorporated as part of these Terms and Conditions.

2. Termination of Employment Agreement. The Company and the Executive each acknowledge and agree that the Executive’s employment with the Company and its Affiliates shall terminate as of the Termination Date, and that the Employment Agreement shall terminate and be of no further force and effect as of the Termination Date. For purposes of this Agreement, the term “Affiliate” includes all of the Company’s direct and indirect subsidiaries and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company.

3. Payments Under Employment Agreement. Through the Termination Date and subject to applicable employment and withholding taxes, Executive shall receive the payments to which he is entitled pursuant to the Employment Agreement, consisting of his Base Salary (as that term is defined in Section 3.1 of the Employment Agreement), payable at such time and in such manner as provided under the Employment Agreement; and an additional $5,000 for his service on the Company’s Executive Committee pursuant to Section 3.3 of the Employment Agreement, payable on January 7, 2005, for services rendered prior to the Termination Date. On January 7, 2005, the Executive shall also receive a bonus of $25,000 pursuant to Section 3.2 of his Employment Agreement for services rendered prior to the Termination Date. The Executive shall also be entitled to expense reimbursement and other benefits provided in Sections 4.1-4.4 through the Termination Date. As provided in Section 4.6 of the Employment Agreement and in accordance with Company policy, the Executive is entitled to take his remaining 12 days of vacation during 2004 and will have earned an additional 20 days of vacation as of the Termination Date. On January 7, 2005, the Executive shall be paid $692.31 for each of the newly-earned (but unused) 20 days of vacation and for each of the 12 days of vacation which Executive is

entitled to use in 2004, but does not use by the Termination Date. To the extent the 12 days of vacation in 2004 is insufficient to find subsequent employment, the Company will, prior to the Termination Date, upon reasonable advance notice and at reasonable times, allow the Executive time to seek his subsequent employment, provided that such search does not unreasonably interfere with the performance of his duties hereunder.

4. Severance Benefits. In consideration for the termination of the Employment Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive agree that the Company shall provide the Executive with the following benefits (the “Severance Benefits”), in each case reduced by any applicable employment and withholding taxes:

(a) Payments During Severance Period. The Company shall pay to the Executive Severance Benefits which shall be payable as follows: (i) $6,923.08 on every date that the Company makes its normal payroll payments (consistent with past practice every two weeks, subject to weekends and holidays) from January 2, 2005 through January 1, 2007 (the “Severance Expiration Date”); less $692.31 from the last payment and (ii) on each of January 1, 2006 and January 1, 2007, an additional Severance Payment of $5,000.

(b) Continuation of Health Benefits and other Benefits. The Executive shall be entitled to continued coverage for himself and his family under the Company’s medical and dental insurance plan for a period of 18 months immediately following the Termination Date (the “COBRA Period”), if and to the extent that the Executive elects such continued coverage pursuant to COBRA. The Company shall reimburse the Executive for his actual premium expense with respect to maintaining the COBRA coverage (the “COBRA Expense”) during the COBRA Period. At the end of the COBRA Period, the Company shall pay the Executive an amount equal to (i) the COBRA Expense divided by (ii) three (the “COBRA Supplement”), which amount the Executive shall apply to the medical and dental insurance coverage he obtains for himself and his family. The Company’s obligation to pay such amounts shall terminate upon the Executive’s commencement of new employment and enrollment in his new employer’s plan, except to the extent that the new employer requires employees of similar status as Executive to pay medical and dental insurance premiums, in which case, the Company would reimburse the Executive for such premiums up to an amount equal to (i) the sum of the COBRA Expense and the COBRA Supplement divided by (ii) 24 minus the number of months that the Executive is reimbursed for either his COBRA Expense or COBRA Supplement. From the Termination Date until the Severance Expiration Date (the “Severance Period”), the Employee shall also be entitled to participate in all other benefit plans as he presently participates in at the Company, and to receive the car benefit he presently receives, subject to eligibility concerns. To the extent Executive is not eligible to receive any such benefit, he shall receive the cash equivalent of the current cost to the Company for providing such benefit as set forth on Exhibit A, which shall be payable on January 7, 2005 to the extent set forth on Exhibit A.

(c) Stock Options. The stock options granted to the Executive by the Company that are outstanding as of the Termination Date are listed on Exhibit B attached hereto (the “Options”). The Option Agreements evidencing the grants of each of those Options that has not yet vested shall be and hereby are amended to provide that each such Option shall vest and become immediately exercisable on the Termination Date. No other modifications shall be made to the Options.

(d) Certain Violations. The Executive’s violation of any of the provisions of the Employment Agreement through the Termination Date or of Sections 5, 7, 9, 10, 11, 12 or 13 hereof shall, in addition to any other remedy, result in a cessation of all Severance Benefits hereunder, provided, however, that if the Executive violates Section 5 by not providing consulting services to the Company when requested to do so, then on the date of such failure or refusal, instead of the cessation of all of

2

Executive’s Severance Benefits, Executive shall pay the Company, in such manner as the Company determines, including by way of offset pursuant to this Section 4(d), for each full or partial year remaining in the Severance Period an amount equal to the product of (i) $300 and (ii) the difference between (A) 50 and (B) the number of hours during each such full or partial year with respect to which the Executive has provided consulting services to the Company for no additional consideration pursuant to Section 5. In addition, for Executive to receive his Severance Benefits, he must execute a release in the form contained in Section 14(a) and deliver it to the Company upon the termination of his employment on the Termination Date. The Company may offset any amounts payable by the Company pursuant to Section 4 against any amounts payable by the Executive to the Company.

5. Consulting Services. In consideration for the Company’s entering into this Agreement, Executive agrees to perform up to 50 hours of services per year for no additional consideration, for each of the two years during the Severance Period, as a consultant and as from time to time may be designated by the CEO or President of the Company or their designees, taking into consideration the obligation of Executive to his then-current employer. If Executive provides services for the Company as requested under the foregoing parameters in excess of 50 hours per year, Executive shall be compensated for such services at the rate of $300.00 per hour. The parties specifically intend that Executive is to perform any such services as an independent contractor to the Company. Neither Executive nor any agent or employee of Executive shall be deemed to be the agent, employee, partner or joint venture of the Company. Nothing in this Agreement, or otherwise, creates or shall be construed to create the relationship of master and servant or employer and employee between the Company and Executive after the Termination Date. Executive acknowledges that from and after that date he will have absolutely no authority to represent, contract on behalf of, or obligate the Company.

From and after the Termination Date, Executive shall not be treated as an employee for federal tax purposes. No payroll or employment taxes of any kind shall be withheld or paid with respect to payments to Executive pursuant to this Section 5. The payroll or employment taxes that are subject of this provision include, but are not limited to FICA, FUTA, Federal Personal Income Tax, State Personal Income Tax, State Disability Insurance Tax, and State Unemployment Insurance Tax. Executive shall be responsible for payment of all federal withholding taxes, self-employment taxes and quarterly tax estimates after the Termination Date. No workers compensation insurance has been or will be obtained by the Company on account of Executive with respect to any amounts payable or as a result of services that may be provided by the Executive pursuant to this Section 5. Executive shall comply with all workers compensation laws with respect to Executive.

6. No Further Compensation. The Executive acknowledges and agrees that other than the compensation described in Section 3 under his Employment Agreement through the Termination Date and the Severance Benefits described in Section 4 above, no further compensation or benefits or other monies are owed to the Executive by the Company arising out of the Employment Agreement, this Agreement or otherwise on account of his employment or termination of employment with the Company and its Affiliates.

7. Restrictions.

(a) Nondisclosure. The Executive shall not at any time divulge, communicate, use to the detriment of the Company or for the benefit of any other person or persons, or misuse in any way, any Confidential Information (as hereinafter defined) pertaining to the business of the Company. Any Confidential Information or data now or hereafter acquired by the Executive with respect to the business of the Company (which shall include, but not be limited to, information concerning the Company’s financial condition, prospects, technology, customers, suppliers, sources of leads and methods of doing business) shall be deemed a valuable, special and unique asset of the Company that was received by the

3

Executive in confidence and as a fiduciary, and Executive shall remain a fiduciary to the Company with respect to all of such information. For purposes of this Agreement, “Confidential Information” means information disclosed to the Executive or known by the Executive as a consequence of or through his employment by the Company or during his service as a consultant to the Company (including information conceived, originated, discovered or developed by the Executive) prior to or after the date hereof, and not generally known, about the Company or its business. Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Executive from disclosing Confidential Information to the extent required by law.

(b) Nonsolicitation of Employees and Clients. For the four year period that immediately follows the Termination Date (except for Section 7(b)(i), with respect to which this provision shall apply only for the two year period that immediately follows the Termination Date), the Executive shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, (i) employ or attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee has not been employed by the Company for a period in excess of six months, (ii) call on or solicit any of the actual or targeted prospective clients of the Company on behalf of any person or entity in connection with any business competitive with the business of the Company, and/or (iii) make known the names and addresses of such clients or any information relating in any manner to the Company’s trade or business relationships with such clients (other than in connection with the performance of the Executive’s duties under this Agreement.

(c) Ownership of Developments. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Executive during the course of performing work for the Company or its clients (collectively, the “Work Product”) shall belong exclusively to the Company and shall, to the extent possible, be considered a work made by the Executive for hire for the Company within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made by the Executive for hire for the Company, the Executive agrees to assign, and automatically assign at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest the Executive may have in such Work Product. Upon the request of the Company, the Executive shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

(d) Definition of Company. For purposes of this Section 7, the term “Company” also shall include the Company’s Affiliates.

(e) Acknowledgment by Executive. The Executive acknowledges and confirms that (i) the restrictive covenants contained in this Section 7 are reasonably necessary to protect the legitimate business interests of the Company, and (ii) the restrictions contained in this Section 7 (including without limitation the length of the term of the provisions of this Section 7) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Section 7 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Section 7. The Executive further acknowledges that the restrictions contained in this Section 7 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s successors and assigns.

4

(f) Reformation by Court. In the event that a court of competent jurisdiction shall determine that any provision of this Section 7 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then only as to enforcement of this Section 7 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

(g) Extension of Time. If the Executive shall be in violation of any provision of this Section 7, then each time limitation set forth in this Section 7 shall be extended for a period of time equal to the period of time during which such violation or violations occur. If the Company seeks injunctive relief from such violation in any court, then the covenants set forth in this Section 7 shall be extended for a period of time equal to the pendency of such proceeding including all appeals by the Executive.

(h) Injunctive Relief. The covenants of the Executive set forth in this Section 7 are separate and independent covenants, for which valuable consideration has been paid, the receipt, adequacy and sufficiency of which are hereby acknowledged by the Executive, and which have been made by the Executive to induce the Company to enter into this Agreement. Each of the aforesaid covenants may be availed of, or relied upon, by the Company or any of its Affiliates in a court of competent jurisdiction for the basis of injunctive relief.

8. Resignations. Upon execution of this Agreement, the Executive hereby resigns all of his positions as an officer of the Company and as an officer and director, as applicable, of each of its Affiliates, effective on the Termination Date.

9. Return of Books, Records, Accounts, Credit Cards and Equipment. The Executive hereby acknowledges and agrees that all books, records, accounts, credit cards and equipment relating in any manner to the business of the Company and/or its Affiliates, whether prepared by the Executive or otherwise coming into the Executive’s possession, are the exclusive property of the Company and shall be returned to the Company upon the Termination Date. Notwithstanding the foregoing, the Executive will be entitled to keep the equipment identified in Exhibit C.

10. No Charges Filed. Executive represents and warrants that he has not filed any claims or causes of action against the Company or any of its Affiliates, including but not limited to any charges of discrimination against the Company or its Affiliates, with any federal, state or local agency or court.

11. No Administrative Proceeding to be Filed. The Executive agrees not to institute an administrative proceeding or lawsuit against the Company or any of its Affiliates, and represents and warrants that, to the best of his knowledge, no other person or entity has initiated or is authorized to initiate such administrative proceedings or lawsuit on his behalf. Furthermore, the Executive agrees not to encourage any other person or suggest to any other person that he or she institute any legal action or claim against the Company or any of its Affiliates or any past or present shareholders, directors, officers or agents.

12. Non-Disparagement of Company or any of its Affiliates. The Executive agrees not to make any disparaging or negative comment to any other person or entity regarding (a) the Company or any of its Affiliates, (b) any of the owners, directors, officers, shareholders, members, employees, attorneys or agents of the Company or any of its Affiliates, (c) the working conditions at the Company or any of its Affiliates, or (d) the circumstances surrounding the Executive’s separation from the Company or any of its Affiliates.

5

13. Duty of Cooperation. The Executive agrees to cooperate with the Company and its attorneys in connection with any threatened or pending litigation against the Company or any of its Affiliates. The Executive agrees to make himself available upon reasonable notice to prepare for and appear at deposition or at trial in connection with any such matters. The Company shall reimburse the Executive for his reasonable out-of-pocket expenses for such activities. The time provided by the Executive in assisting the Company in connection with threatened or pending litigation shall be considered consulting services pursuant to Section 5 of this Agreement; provided, however, that in no event shall the Company give the Executive credit for or compensate the Executive for providing consulting services in connection with any testimony, whether at deposition or trial, or to the extent the Company reasonably determines that such credit or compensation is not allowed under applicable law. The Executive agrees to cooperate fully in effecting an orderly transition with regard to the termination of the Executive’s employment and the transition of his duties to other employees of the Company and its Affiliates.

14. Mutual General Releases.

(a) Release by Executive. The Executive, his personal representatives, heirs and assigns, first party, hereby releases, discharges and covenants not to sue the Company, its past and present shareholders, directors, officers, employees, partners and agents, subsidiary and affiliated entities and successors and assigns, second party, from and for any and all claims, demands, damages, lawsuits, obligations, promises, administrative actions, charges and causes of action, both known or unknown, in law or in equity, of any kind whatsoever, which first party ever had, now has, or may have against second party, for, upon or by reason of any matter, cause or thing whatsoever, up to and including the date of this Agreement, including but not limited to any and all claims and causes of action arising out of or in connection with Executive’s employment with Company, any and all claims and causes of action under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Retirement Income Security Act (“ERISA”) and any other federal, state or local anti-discrimination law, statute or ordinance, and any lawsuit founded in tort, contract (oral, written or implied) or any other common law or equitable basis of action, but excluding any obligations of the Company under this Agreement or under that certain indemnification agreement by and between the Company and the Executive dated October 2, 1997 (the “Indemnification Agreement”).

(b) Release by Company. The Company, its past and present shareholders, directors, officers, employees, partners and agents, subsidiary and affiliated entities, and successors and assigns, first party, hereby releases, discharges, and covenants not to sue the Executive, his personal representatives, heirs and assigns, second party, from and for any and all claims, demands, damages, lawsuits, obligations, promises, administrative actions, charges or causes of action, both known or unknown, in law or in equity, of any kind whatsoever, which first party ever had, now has, or may have against second party, for, upon or by reason of any matter, cause or thing whatsoever, up to and including the date of this Agreement, including any lawsuit founded in tort, contract (oral, written or implied) or any other common law on equitable basis of action, but excluding any obligations of the Executive under this Agreement and any actions of Executive for which he is not indemnified under the Indemnification Agreement.

15. Attorneys’ Fees. In the event that a legal action is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its costs, including all attorneys fees.

16. Beneficiaries. Any payment to which Executive is entitled to under this Agreement shall, in the event of his death, be made to his surviving spouse or such other persons as Executive shall designate in writing to the Company from time to time. If no such beneficiaries survive Executive, such payments shall be made to Executive’s estate.

6

17. Severability. If any provision of this Agreement is invalidated by a court of competent jurisdiction, then all of the remaining provisions of this Agreement shall remain in full force and effect, provided that both parties may still effectively realize the complete benefit of the promises and considerations conferred hereby.

18. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters set forth herein and supersedes in its entirety any and all agreements or communications, whether written or oral, previously made in connection with the matter herein. Any agreement to amend or modify the terms and conditions of this Agreement must be in writing and executed by the parties hereto.

19. Construction. The parties acknowledge that each party has reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

20. Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of law. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Broward County, Florida, in accordance with the Rules of the American Arbitration Association then in effect (except to the extent that the procedures outlined below differ from such rules). Within 30 days after written notice by either party has been given that a dispute exists and that arbitration is required, each party must select an arbitrator and those two arbitrators shall promptly, but in no event later than 30 days after their selection, select a third arbitrator. The parties agree to act as expeditiously as possible to select arbitrators and conclude the dispute. The selected arbitrators must render their decision in writing. The cost and expenses of the arbitration and of enforcement of any award in any court shall be borne by the non-prevailing party. If advances are required, each party will advance one-half of the estimated fees and expenses of the arbitrators. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. Although arbitration is contemplated to resolve disputes hereunder, either party may proceed to court to obtain an injunction to protect its rights hereunder, the parties agreeing that either could suffer irreparable harm by reason of any breach of this Agreement. Pursuit of an injunction shall not impair arbitration on all remaining issues.

21. Notices. All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested or sent by confirmed facsimile transmission addressed as set forth herein. Notices personally delivered, sent by facsimile or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon the earlier of receipt by the addressee, as evidenced by the return receipt thereof, or five (5) days after deposit in the U.S. mail. Notice shall be sent (i) if to the Company, addressed to: 1350 East Newport Center Drive, #201, Deerfield Beach, Florida 33442. Attention: Donald L. Smith, Jr., CEO, and (ii) if to the Executive, to his address as reflected on the payroll records of the Company, or to such other address designated by the party by written notice in accordance with this provision.

22. Waivers. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation.

23. Non-Admission of Liability. Neither this Agreement nor anything contained herein shall constitute or is to be construed as an admission by the Company or its Affiliates or the Executive as evidence of any liability, wrongdoing or unlawful conduct.

7

24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument and agreement.

25. Sufficient Time to Review. The Executive acknowledges and agrees that he has had sufficient time to review this Agreement and consult with anyone he chooses regarding this Agreement, that he has a right to consult with legal counsel regarding this Agreement and has been represented by counsel in connection with this Agreement, and that he has received all information he requires from the Company in order to make a knowing and voluntary release and waiver of all claims against the Company.

26. Right of Rescission. The Executive acknowledges and agrees that he has been given at least 21 days to review this Agreement. The Executive further warrants that he may use as much of or all of this 21-day period as he wishes before signing, and warrants that he has done so. The Executive further acknowledges and agrees that he has seven days from the date of the execution of this Agreement by all parties hereto within which to rescind this Agreement by providing notice in writing to the Company as provided herein, and that the Agreement is not effective until such seven days have expired without such notice being provided. The Executive further acknowledges that by this Agreement he is receiving consideration in addition to that to which he is already entitled. The Executive further acknowledges that this Agreement and the release contained herein satisfy all of the requirements for an effective release by the Executive of all age discrimination claims under ADEA.

27. Headings. The headings are for the convenience of the parties, and are not to be construed as terms or conditions of this Agreement.

8

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

COMPANY:
DEVCON INTERNATIONAL CORP., a Florida corporation
By:	/s/ Donald L. Smith, Jr.
Name:	Donald L. Smith, Jr.
Title:	Chairman and Chief Executive Officer
EXECUTIVE:
By:	/s/ Jan A. Norelid
	Jan A. Norelid

9

Exhibit A

Section 4(c) Benefits

Benefit	Company Cost if not continuing
1.      Long-term disability insurance	$45.34 per month
2.      Accident insurance	$14.08 per month
3.      Life insurance policies:
Group life policy                                                       Term life insurance	$22.72 per month $868.40 per year
4.      401k Plan – 3.5% match of salary and bonus (paid on January 7, 2005)	$185,000 *3.5% * 2 = $12,950
5.      Company car benefit	Continue existing car benefit until July 31, 2005. A $1,172 monthly allowance will be paid for the remainder of the Severance Period.

10

Exhibit B

Options

Grant Date	Expiration Date(1)	Plan ID	Grant Type	Options Granted	Options Price		Options Outstanding
10/02/1997	09/08/2007	1992SOP	Non-Qualified	30,000	$	5.00	30,000
03/03/1998	03/03/2008	1992SOP	Non-Qualified	20,000	$	3.625	20,000
04/06/1999	04/06/2009	1999SOP	ISO	57,000	$	1.50	11,400
04/29/2002	04/29/2012	1999SOP	ISO	5,700	$	5.85	5,700	(2)
12/23/2003	12/23/2013	1999SOP	ISO	20,000	$	6.93	20,000	(2)
Optionee Total							87,100

¹ All expiration dates accelerate upon the termination of employment.

² Options to purchase 3,420 and 16,000 shares of common stock, par value $.10 per share (the “Common Stock”), at exercise prices of $5.85 and 6.93 per share, respectively, will vest pursuant to this Agreement. All other Options will have vested by the Termination Date.

A-1

Exhibit C

Executives Retained Equipment

ITEM	TAX VALUE
IBM Thinkpad T42	$	1,157.00
Dell Dimension 2400/15” flat panel		380.00
Dell Computer		0.00

EX-99.3

Exhibit 99.3

FOR IMMEDIATE RELEASE	SYMBOL: DEVC
Friday, October 8, 2004	TRADED: Nasdaq

DEVCON INTERNATIONAL CORP. REORGANIZES

MANAGEMENT TEAM IN LINE WITH NEW STRATEGY

Head of Security Services Division, Stephen J. Ruzika, Also Named President of Parent Company;

David R. Rulien, President of Utility Unit, Also Appointed President of Construction and Materials

Subsidiaries; Company Begins Search for Chief Financial Officer

DEERFIELD BEACH, Fla., Oct. 8—Devcon International Corp. (Nasdaq: DEVC) announced today that it has reorganized its senior management team as it continues to develop its new strategy to take advantage of market opportunities. Stephen J. Ruzika has been named president of Devcon, and he will lead and direct the company’s operating subsidiaries, which are comprised of Construction and Materials, Utilities and Security Services. David R. Rulien, president of the Utilities unit, has been promoted to the additional position of president of the Construction and Materials operations, and will oversee the day-to-day affairs of these businesses.

Donald L. Smith, Jr., who remains chairman and CEO, said, “Today, we are announcing some important further steps in implementing the new strategy. This is a natural step for us as we seek to develop our security services business through both internal growth and acquisitions. I am extremely pleased to have Steve Ruzika take on the additional responsibility of overseeing all of Devcon’s day-to-day operations.”

Previously, Mr. Ruzika served as a director and executive vice president (1987-1997), and chief financial officer (1989-1997) of ADT, a NYSE listed company. He also served as president and chief executive officer of ADT Security Services Inc. (1995-1997), a wholly owned subsidiary of ADT. Mr. Ruzika joined ADT in 1982. In 1997, ADT merged with TYCO International Ltd., and the combined company was renamed TYCO International. At the time of the merger, ADT was the single largest provider of electronic security services in North America and the United Kingdom.

Mr. Smith added, “We are also fortunate to have David Rulien, who for the past several months has served as my assistant for special projects, move up to president of our Construction and Materials subsidiary, as well as maintain his position as president of DevMat, our utilities subsidiary. He brings an energetic commitment and broad construction experience to his new position.”

David R. Rulien has an entrepreneurial background which includes building a construction and real estate development company in South Florida. As a vice president of Nico Industries and as president of Regency Construction Company, he managed projects totaling $250 million which included office buildings, high-rise condominiums and retail centers.

MORE . . .

PAGE 2 / DEVCON REORGANIZES MANAGEMENT TEAM IN LINE WITH NEW STRATEGY

Devcon also announced today that the company has begun a search for a replacement for Jan A. Norelid, vice president and chief financial officer, who will be leaving the company on January 1, 2005 to pursue other interests. Mr. Norelid said, “I have helped steer Devcon onto its current path, and it is time for me to pursue other professional challenges, as well as personal goals.” Related to Mr. Norelid’s departure, the company expects third quarter results to reflect a charge in the range of $500,000.

The company’s third quarter 2004 conference call is scheduled for 10:00 a.m. ET on Wednesday, Nov. 10, 2004. The call may be accessed through a live webcast link on the company’s Internet home page, www.devc.com. The webcast will be archived and available on the company’s website for one month following the call.

ABOUT DEVCON

Devcon has three operating divisions and an operating joint venture. The new Security Services Division provides electronic security services to commercial and residential customers in selected Florida markets. The Construction Division dredges harbors, builds marine facilities, constructs golf courses and prepares residential, commercial and industrial sites, primarily in the Bahamas and the eastern Caribbean. The Materials Division produces and distributes crushed stone, ready-mix concrete and concrete block in the eastern Caribbean with principal operations on St. Croix and St. Thomas in the U.S. Virgin Islands, on St. Maarten in the Netherlands Antilles, on St. Martin in the French West Indies, on Puerto Rico, and on Antigua in the independent nation of Antigua and Barbuda. DevMat, an 80-percent-owned joint venture, was formed in 2003 to build, own and operate fresh water, waste water treatment and power systems.

This news release contains forward-looking statements related to future growth and opportunities. Actual results may differ as a result of factors over which the company has no control including hurricanes, the strength of the economy, slower than anticipated sales growth, price and product competition, and increases in raw materials costs. Additional information that could affect the company’s financial results is included in regular reports to the Securities and Exchange Commission.

#####

FOR MORE INFORMATION:	Donald L. Smith, Jr., Chairman and CEO, or
	Stephen J. Ruzika, President
	Devcon International Corp.
	954/429-1500
	-or-
	Investor Relations Consultants
	727/781-5577 or E-mail: devc@mindspring.com