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EXHIBIT 10.23.5 - Indemnification Agreement


THIS AGREEMENT is made as of this 18th day of February 1999 between McWhorter
Technologies, Inc., a Delaware corporation ("Corporation") and David I. Barton
("Director").

WITNESSETH THAT:

WHEREAS, Director is a member of the Board of Directors of Corporation and in
such capacity is performing a valuable service for Corporation; and

WHEREAS, the Certificate of Incorporation ("Certificate") and By-laws
("By-laws") of the Corporation provide for the indemnification of the directors,
officers, employees and agents of the Corporation to the maximum extent
authorized by Section 145 of the Delaware General Corporation Law, as amended
(the "DGCL"); and

WHEREAS, such DGCL specifically provides that the indemnification provided in
the Certificate and By-laws is not exclusive, and thereby contemplate that
contracts may be entered into between Corporation and the members of its Board
of Directors with respect to indemnification of such directors; and

WHEREAS, in accordance with the authorization provided by the DGCL, Corporation
has purchased and presently maintains a policy or policies of Directors and
Officers Liability Insurance ("D & O Insurance"), covering certain liabilities
which may be incurred by its directors and officers in the performance of their
services for Corporation; and

WHEREAS, certain matters with respect to the terms and availability of D & O
Insurance and with respect to the application, amendment and enforcement of
statutory and by-law indemnification provisions generally have raised questions
concerning the adequacy and reliability of the protection afforded to directors
thereby; and

WHEREAS, in order to resolve such questions and thereby induce Director to
continue to serve as a member of the Board of Directors of Corporation,
Corporation has determined and agreed to enter into this contract with Director;

NOW, THEREFORE, in consideration of Director's continued service as a Director
after the date hereof the parties hereto agree as follows:

1.       INDEMNITY OF DIRECTOR. Corporation hereby agrees to hold harmless and
         indemnify Director to the full extent authorized or permitted by the
         provisions of the DGCL, or by any amendment thereof or other statutory
         provisions authorizing or permitting such indemnification which is
         adopted after the date hereof.

2.       MAINTENANCE OF INSURANCE AND SELF INSURANCE.

         a)       Corporation represents that it presently has in force and
                  effect policies of D & O Insurance with insurance companies
                  and in amounts as follows (the "Insurance Policies"):


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                  Federal Insurance Company - Policy No. 8141-46-37 providing
                  directors and officers liability coverage with limits of $15
                  million per loss and per policy period and fiduciary liability
                  coverage of $5 million per loss and per policy period.

         b)       In the event Corporation does not purchase and maintain in
                  effect for the benefit of Director one or more valid, binding
                  and enforceable policies of D & O Insurance providing, in all
                  respects, coverage at least comparable to that presently
                  provided pursuant to the Insurance Policies, Corporation
                  agrees to hold harmless and indemnify Director to the full
                  extent of the coverage which would otherwise have been
                  provided for the benefit of Director pursuant to the Insurance
                  Policies.

3.       ADDITIONAL INDEMNITY. Subject only to the exclusions set forth in
         Section 4 hereof, Corporation hereby further agrees to hold harmless
         and indemnify Director:

         a)       Against any and all expenses (including attorneys' fees),
                  judgments, fines and amounts paid in settlement actually and
                  reasonably incurred by Director in connection with any
                  threatened, pending or completed action, suit or proceeding,
                  whether civil, criminal, administrative or investigative
                  (including an action by or in the right of the Corporation) to
                  which Director is, was or at any time becomes a party, or is
                  threatened to be made a party, by reason of the fact that
                  Director is, was or at any time becomes a director, officer,
                  employee or agent of Corporation, or is or was serving or at
                  any time serves at the request of Corporation as a director,
                  officer, employee or agent of another corporation,
                  partnership, joint venture, trust or other enterprise; and

         b)       Otherwise to the fullest extent as may be provided to Director
                  by Corporation under DGCL.

4.       LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to Section 3
         hereof shall be paid by Corporation:

         a)       except to the extent the aggregate of losses to be indemnified
                  thereunder exceed the sum of $1,000 plus the amount of such
                  losses for which the Director is indemnified either pursuant
                  to Sections 1 or 2 hereof or pursuant to any D & O Insurance
                  purchased and maintained by the Corporation;

         b)       on account of any suit in which judgment is rendered against a
                  Director for an accounting of profits made from the purchase
                  or sale by Director of securities of Corporation pursuant to
                  the provisions of Section 16(b) of the Securities Exchange Act
                  of 1934 and amendments thereto or similar provisions of any
                  federal, state or local statutory law;

         c)       on account of Director's conduct which is finally adjudged to
                  have been knowingly fraudulent, deliberately dishonest or
                  willful misconduct;

         d)       if a final decision by a Court having jurisdiction in the
                  matter shall determine that such indemnification is not
                  lawful.

5.       CONTINUATION OF INDEMNITY. All agreements and obligations of
         Corporation contained herein shall continue during the period Director
         is a director, officer, employee or agent of Corporation (or is or was
         serving at the request of Corporation as a director, officer, employee
         or agent of another corporation, partnership, joint venture, trust or
         other enterprise) and shall continue thereafter so long as Director
         shall be subject to any possible claim or threatened, pending or
         completed action, suit or proceeding, whether, civil, criminal or
         investigative, by reason of the fact that Director was a director of
         Corporation or serving in any other capacity referred to herein.

6.       NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt by Director
         of notice of the commencement of any action, suit or proceeding,
         Director will, if a claim in respect thereof is to be made against
         Corporation under this Agreement, notify Corporation of the
         commencement thereof; but the omission so to notify Corporation will
         not


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         relieve it from any liability which it may have to Director otherwise
         than under this Agreement. With respect to any such action, suit or
         proceeding as to which Director notifies Corporation of the
         commencement thereof:

         a)       Corporation will be entitled to participate therein at its own
                  expense; and,

         b)       Except as otherwise provided below, to the extent that it may
                  wish, Corporation jointly with any other indemnifying party
                  similarly notified will be entitled to assume the defense
                  thereof, with counsel satisfactory to Director. After notice
                  from Corporation to Director of its election so to assume the
                  defense thereof, Corporation will not be liable to Director
                  under this Agreement for any legal or other expenses
                  subsequently incurred by Director in connection with the
                  defense thereof other than reasonable costs of investigation
                  or as otherwise provided below. Director shall have the right
                  to employ separate counsel in such action, suit or proceeding
                  but the fees and expenses of such counsel incurred after
                  notice from Corporation of its assumption of the defense
                  thereof shall be at the expense of Director unless (i) the
                  employment of counsel by Director has been authorized by
                  Corporation, (ii) Director shall have reasonably concluded
                  that there may be a conflict of interest between Corporation
                  and Director in the conduct of the defense of such action or
                  (iii) Corporation shall not in fact have employed counsel to
                  assume the defense of such action, in each of which cases the
                  fees and expenses of counsel shall be at the expense of
                  Corporation. Corporation shall not be entitled to assume the
                  defense of any action, suit or proceeding brought by or on
                  behalf of Corporation or as to which Director shall have made
                  the conclusion provided for in (ii) above.

         c)       Corporation shall not be liable to indemnify Director under
                  this Agreement for any amounts paid in settlement of any
                  action or claim effected without its written consent.
                  Corporation shall not settle any action or claim in any manner
                  which would impose any penalty or limitation on Director
                  without Director's written consent. Neither Corporation nor
                  Director will unreasonably withhold their consent to any
                  proposed settlement.

7.       ADVANCEMENT AND REPAYMENT OF EXPENSES. Costs and expenses (including
         attorneys' fees) incurred by Director in defending or investigating any
         action, suit, or proceeding or investigation shall be paid by the
         Corporation in advance of the final disposition of such matter. The
         Director hereby undertakes to repay any such advances in the event that
         it is ultimately determined that Director is not entitled to
         indemnification under the terms of this Agreement. Director agrees that
         Director will reimburse Corporation for all reasonable expenses paid by
         Corporation in defending any civil or criminal action, suit or
         proceeding against Director in the event and only to the extent that it
         shall be ultimately determined that Director is not entitled to be
         indemnified by Corporation for such expenses under the provisions of
         the DGCL, the Certificate, the By-laws, this Agreement or otherwise.

8.       DETERMINATION OF RIGHT TO INDEMNIFICATION. Anything contained elsewhere
         herein to the contrary notwithstanding, the determination as to whether
         or not Director has met the standard of conduct required to qualify and
         entitle Director to indemnification under the provisions of this
         Agreement may be made either by the Board of Directors by a majority
         vote of a quorum consisting of directors who were not parties to such
         action, suit or proceeding, by independent legal counsel (who may be
         the outside counsel regularly employed by Corporation) or by the
         stockholders of Corporation, provided that the manner in which (and, if
         applicable, the counsel by which) the right to indemnification is to be
         determined shall be approved in advance in writing by both the Board of
         Directors and by Director. In the event that such parties are unable to
         agree on the manner in which the determination of the right to
         indemnity is to be made, such determination may be made by independent
         legal counsel retained by Corporation especially for such purpose,
         provided that such counsel be approved in advance in writing by both
         the Board of Directors and Director and provided further, that such
         counsel shall not be outside counsel employed by the Corporation. In
         the event that the Parties hereto are unable to agree on the selection
         of such outside counsel, such outside counsel shall be selected by lot
         by the outside counsel regularly employed by Corporation from among the
         Chicago law firms having more than one hundred attorneys and having a
         rating of "av" or better in the then current Martindale-Hubbell Law
         Directory. Such selection by lot shall be made in the presence of
         Director (and his legal counsel or either of them, as Director may
         elect). The outside counsel regularly employed by Corporation and
         Director (and his legal counsel or either of them, as Director may
         elect) shall contact, in the order of their selection by lot, such law
         firms, requesting each such firm to accept engagement to make the
         determination required hereunder until one of such firms


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         accepts such engagement. The fees and expenses of counsel in connection
         with making said determination contemplated hereunder shall be paid by
         Corporation, and, if requested by such counsel, Corporation shall give
         such counsel an appropriate written agreement with respect to the
         payment of their fees and expenses and such other matters as may be
         reasonably requested by counsel.

9.       ENFORCEMENT.

         a)       Corporation expressly confirms and agrees that it has entered
                  into this Agreement and assumed the obligations imposed on
                  Corporation hereby in order to induce Director to continue as
                  a director of Corporation, and acknowledges that director is
                  relying upon this Agreement in continuing in such capacity.

         b)       In the event Director is required to bring any action to
                  enforce rights or to collect moneys due under this Agreement
                  and is successful in such action, Corporation shall reimburse
                  Director for all of Director's reasonable fees and expenses in
                  bringing and pursuing such action.

10.      SEPARABILITY. Each of the provisions of this Agreement is a separate
         and distinct agreement and independent of the others, so that if any
         provision hereof shall be held to be valid or unenforceable for any
         reason, such invalidity or unenforceability shall not affect the
         validity or enforceability of the other provisions hereof.

11.      MISCELLANEOUS.

         a)       This Agreement shall be interpreted and enforced in accordance
                  with the laws of the State of Delaware.

         b)       This Agreement shall be binding upon Director and upon
                  Corporation, its successors and assigns, and shall insure to
                  the benefit of Director, Director's heirs, personal
                  representatives and assigns and to the benefit of Corporation,
                  its successors and assigns.

         c)       No amendment, modification, termination or cancellation of
                  this Agreement shall be effective unless in writing signed by
                  both parties hereto.

         d)       The indemnification and advance payment of expenses provided
                  by this Agreement shall not be deemed exclusive of any other
                  rights to which Director may be entitled under any provision
                  of law, the Certificate, the By-laws, any other agreement, a
                  vote of stockholders or disinterested directors or otherwise.

IN WITNESS WHEREOF, the parties hereto executed this Agreement on and as of the
day and year first above written.

                                             McWHORTER TECHNOLOGIES, INC.


                                             By /s/ Jeffrey M. Nodland
                                                ------------------------------
                                                 Jeffrey M. Nodland, President
                                                  and Chief Executive Officer

                                             DIRECTOR


                                                /s/ David I. Barton
                                                ------------------------------
                                                David I. Barton


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