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                                                                   Exhibit 10.38

                  SHAREHOLDERS' AGREEMENT, dated as of April 12, 1999 (the
                  "Agreement"), among Granaria Holdings B.V., a Dutch
                  corporation ("Granaria Holdings"), Eagle-Picher Holdings,
                  Inc., a Delaware corporation ("Issuer"), Eagle-Picher
                  Industries, Inc., an Ohio corporation (the "Company"), and
                  each of the persons designated as a Shareholder on the
                  signature pages of this Agreement and any subsequent holder of
                  Restricted Stock of the Issuer who shall become a signatory to
                  this Agreement (collectively, the "Shareholders").

                                  INTRODUCTION

                  The Issuer has adopted an Incentive Stock Plan for Outside
Directors (the "Plan").

                  In accordance with the Plan, the Committee (as defined in the
Plan) may grant units (the "Units") from time to time to certain persons. Each
Unit represents the right to receive one share of Restricted Stock. Pursuant to
the Plan, each Shareholder will receive a specified amount of Restricted Stock
upon vesting of the Units, provided such Shareholder enters into this Agreement
and a related Voting Trust Agreement.

                  Capitalized terms not specifically defined in this Agreement
shall have the definitions given to them in the Plan.

                  In consideration of the premises and of the mutual covenants
and obligations hereunder set forth, the parties agree as follows:

                  Section 1. TRANSFER RESTRICTIONS. (a) Except as otherwise
provided in this Agreement, no Shareholder shall transfer, sell, assign or
otherwise dispose of (each, a "Transfer") any shares of Restricted Stock at any
time. A Shareholder may pledge shares of Restricted Stock, PROVIDED that the
pledgee agrees in writing to be bound by and subject to all terms of this
Agreement. No Transfer of shares in violation hereof shall be made or recorded
on the books of the Issuer and any such Transfer shall be void and of no effect.

                  (b)      A Shareholder may Transfer his, her or its shares of
Restricted Stock:

                           (i) to (A) the spouse, parents, siblings and lineal
                  descendants of such Shareholder, (B) a trust for the benefit
                  of any of the foregoing, (C) any corporation (other than the
                  Company) or partnership controlled by such Shareholder,
                  members of such Shareholder's immediate family and lineal
                  descendants or trusts for the benefit of any of the foregoing,
                  and (D) upon the death of the Shareholder, the Shareholder's
                  estate, executors, administrators and personal
                  representatives, and heirs, legatees and distributees;

                           (ii) if such Shareholder has attained the age of 62;

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                           (iii) if such Shareholder has held the Units and the
                  associated Restricted Stock for an aggregate period of not
                  less than 10 years from the Award Date; or

                           (iv) in the event of an Initial Public Offering.

                  (c) Any Transfer pursuant to Section 1(b) shall not be
effective until such time as the transferee has agreed in writing to be bound by
and to comply with all provisions of this Agreement.

                  Section 2. "COME ALONG" OBLIGATION. (a) Each Shareholder
shall, if requested by Granaria Holdings at any time, transfer for value a pro
rata portion of such Shareholder's shares of capital stock to any other person
(the "Proposed Buyer") in the manner set forth in this Section 2 in connection
with the transfer by Granaria Holdings of any of its shares of capital stock of
the Issuer.

                  (b) If Granaria Holdings elects to exercise its rights under
this Section 2, it shall deliver a notice (the "Come Along Notice") to the
Shareholders. The Come Along Notice shall set forth the principal terms of the
proposed transfer insofar as it relates to the Restricted Stock, including the
number of shares of capital stock to be transferred, the transfer price, the
form of consideration, the name and address of the proposed transferee and the
other principal terms of the proposed transaction (the "Come Along Sale").

                  (c) Each Shareholder shall be bound and obligated to transfer
his, her or its Restricted Stock in the Come Along Sale on the same terms and
conditions, including price per share (on a proportional basis), as Granaria
Holdings transfers its capital stock (including an agreement containing
customary representations, warranties and indemnities with respect to their
ownership of the shares), provided, however, that if the purchaser is an
Affiliate, then the terms and conditions, including price, shall be at least as
favorable as could be obtained in an arms'-length transaction with an
unaffiliated third party. The amount of capital stock to be transferred by a
Shareholder shall be determined on a pro rata basis according to the proportion
which the number of shares which Granaria Holdings intends to transfer in such
Come Along Sale bears to the total number of shares held by such Shareholder.
Each Shareholder shall also take such actions and execute such documents and
instruments as shall be necessary or desirable in order to consummate the Come
Along Sale expeditiously and on the same terms as Granaria Holdings transfers
its capital stock. On or before the date selected by Granaria Holdings for
consummation of the proposed Come Along Sale, each Shareholder shall instruct
the custodian to deliver the shares of capital stock to be transferred by such
Shareholder, duly endorsed for transfer with signature guaranteed, free and
clear of any claims, with any stock transfer tax stamps affixed, against
delivery of the applicable purchase price.

                  (d) If more than 120 days elapse from the giving of the Come
Along Notice without the consummation of the Come Along Sale, the Shareholders
shall be released from their obligation under such Come Along Notice, and it
shall be necessary for a separate Come Along Notice to be furnished, and the
terms and provisions of this Section 2 separately complied with, in order to
consummate a Come Along Sale pursuant to this Section 2.

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                  Section 3. RIGHT OF FIRST REFUSAL. (a) If, at any time, a
Shareholder is able to transfer his, her or its shares of Restricted Stock
pursuant to this Agreement and prior to an Initial Public Offering, a
Shareholder receives a bona fide offer (the "Offer") to purchase any or all of
his, her or its shares of Restricted Stock from a third party (the "Offeror")
which such Shareholder wishes to accept, the Shareholder shall cause the Offer
to be reduced to writing and shall notify Granaria Holdings in writing of such
Shareholder's wish to accept such Offer. Such notice shall contain an
irrevocable offer to sell such shares of Restricted Stock to Granaria Holdings
(in the manner set forth below) at a purchase price equal to the price contained
in, and on the same terms and conditions of, the Offer, and shall be accompanied
by a true copy of the Offer (which shall identify the Offeror). During the
period 30 days (and, if the Offer includes consideration other than cash, such
additional number of days, if any, necessary to determine the equivalent all
cash price pursuant to clause (ii) below) after the date of the receipt by
Granaria Holdings of the Shareholder's notice (the "Option Period"), Granaria
Holdings (or any of its designees) shall have the right and option to purchase,
or to arrange for a third party to purchase, all of the shares of Restricted
Stock covered by the Offer either (i) at the same price and on the same terms
and conditions as the Offer or (ii) if the Offer includes any consideration
other than cash, then at the sole option of Granaria Holdings, at the equivalent
all cash price (which shall be mutually agreed upon by the parties pursuant to
good faith negotiations between the parties within 10 business days after the
receipt of such notice or, if the parties cannot so agree within such 10
business day period, determined by an investment banking firm of national
reputation mutually and reasonably acceptable to, and promptly selected by, the
parties). If such option to purchase is exercised by Granaria Holdings, a
certified bank check or checks in the appropriate amount shall be delivered to
the Shareholder at the principal office of the Company against delivery of
certificates or other instruments representing the shares of Restricted Stock so
purchased, appropriately endorsed by the Shareholder.

                  (b) If at the end of the Option Period, Granaria Holdings has
not tendered the purchase price for such shares in the manner set forth above,
the Shareholder may during the succeeding 90 day period sell not less than all
of the shares of Restricted Stock covered by the Offer to the Offeror at a price
and on terms no less favorable to the Shareholder than those contained in the
Offer. No sale may be made to any Offeror unless the Offeror agrees in a writing
satisfactory to the Company to be bound by and to comply with the provisions of
this Agreement. Promptly after such sale, the Shareholder shall notify the
Company of the consummation thereof and shall furnish such evidence of the
completion and time of completion of such sale and of the terms thereof as may
reasonably be requested by the Company. If, at the end of 90 days following the
expiration of the Option Period, the Shareholder has not completed the sale of
such shares of Restricted Stock as aforesaid, all the restrictions on sale,
transfer or assignment contained in this Agreement shall again be in effect with
respect to such shares of Restricted Stock.

                  Section 4. SHAREHOLDERS' PUT RIGHTS. (a) At any time prior to
an Initial Public Offering, each Affected Shareholder (as defined below) shall
have the right (the "Put Right"), in his, her or its sole discretion and on one
occasion, to sell to the Company, and the Company shall be required to purchase
from such Affected Shareholder, all or part of the shares of Restricted Stock
then held by such Shareholder at a price per share equal to the Agreed Share
Price (as defined in the Plan). If an Affected Shareholder wishes to exercise
its Put Right, such Shareholder shall send written notice of such exercise to
the Company and Granaria Holdings, at least 60 days prior to the proposed
closing, which notice shall contain the number of shares of

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Restricted Stock which is the subject of such exercise. During such 60 day
period, Granaria Holdings, in its sole discretion, shall have the right to
purchase from the Affected Shareholder the number of shares subject to the Put
Right at a price per share equal to the Agreed Share Price. If Granaria Holdings
does not purchase such shares, the closing of the Company's purchase shall take
place at the principal office of the Company on the 60th day after the giving of
such notice. Each Put Right shall expire and have no further force and effect if
such right is not exercised by the Affected Shareholder (by sending a notice as
provided above) within 30 days after such Affected Shareholder receives written
notice of its Put Right. An "Affected Shareholder" shall mean: (i) a Beneficiary
or Incapacitated Shareholder, (ii) a Shareholder who is or was a director of the
Issuer and the Company at the time such Shareholder attains the age 62, and
(iii) a Shareholder whose directorship with the Issuer and the Company is
terminated other than for cause.

                  (b) In addition to the Put Right provided in Section 4(a),
each Shareholder who has held his, her or its Units and the associated
Restricted Stock for an aggregate period of not less than five (5) years from
the Award Date shall have the right (the "Special Put Right"), in his, her or
its sole discretion and at any time, to sell to the Company, and the Company
shall be required to purchase from such Shareholder, all or part of the shares
of Restricted Stock then held by such Shareholder at a price per share equal to
the Agreed Share Price (as defined in the Amended Plan). If a Shareholder wishes
to exercise his, her or its Special Put Right, such Shareholder shall send
written notice of such exercise to the Company and Granaria Holdings, at least
60 days prior to the proposed closing, which notice shall contain the number of
shares of Restricted Stock which is the subject of such exercise. During such 60
day period, Granaria Holdings, in its sole discretion, shall have the right to
purchase from the Shareholder the number of shares subject to the Special Put
Right at a price per share equal to the Agreed Share Price. If Granaria Holdings
does not purchase such shares, the closing of the Company's purchase shall take
place at the principal office of the Company on the 60th day after the giving of
such notice. Each Special Put Right shall expire and have no further force and
effect at the time if and when a Shareholder becomes an Affected Shareholder.

                  Section 5. GRANARIA HOLDINGS' CALL RIGHTS. (a) Immediately
following the expiration of each Put Right pursuant to the terms of Section 4(a)
of this Agreement, Granaria Holdings (or its designee) shall have the right, in
its sole discretion (the "Call Right"), to purchase any or all of the shares of
Restricted Stock then held by such Affected Shareholder or its transferees, if
applicable, at a price per share equal to the Agreed Share Price. If Granaria
Holdings wishes to exercise its rights under this Section 5, it shall send
written notice (containing the number of shares of Restricted Stock to be
purchased) of such exercise to such Affected Shareholder within the 30-day
period following the expiration of the Affected Shareholder's Put Right. The
closing of such purchase shall occur at the principal office of the Company 30
days after written notice is provided to the Affected Shareholder. The Call
Right shall expire and have no further force and effect if such right is not
exercised by Granaria Holdings or its designees (by sending a notice as provided
above) within the 30-day period following the expiration of the Affected
Shareholder's Put Right.

                  (b) In the event that a Shareholder has held his, her or its
Units and the associated Restricted Stock for an aggregate period of not less
than five (5) years from the Award Date, Granaria Holdings (or its designee)
shall have the right, from time to time in its sole

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discretion (the "Special Call Right"), to purchase any or all of the shares of
Restricted Stock then held by such Shareholder or his, her or its transferees,
if applicable, at a price per share equal to the Agreed Share Price. If Granaria
Holdings wishes to exercise its rights under this Section 5, it shall send
written notice (containing the number of shares of Restricted Stock to be
purchased) of such exercise to such Shareholder. The closing of such purchase
shall occur at the principal office of the Company 30 days after written notice
is provided to the Shareholder. The Special Call Right shall expire and have no
further force and effect if and when a Shareholder becomes an Affected
Shareholder.

                  Section 6. SECURITIES LAW COMPLIANCE. (a) Each Shareholder
agrees that it will not Transfer any Restricted Stock, other than pursuant to
Sections 2, 3, 4, or 5, except upon furnishing to the Issuer prior to any such
Transfer: (i) a written opinion of counsel (which counsel and opinion shall be
reasonably satisfactory to the Issuer) to the effect that the proposed Transfer
may be made without registration under the Securities Act of 1933, as amended
(the "Act"); and (ii) either (x) a written opinion of counsel (which counsel and
opinion shall be reasonably satisfactory to the Issuer) to the effect that the
proposed Transfer may be made without registration or qualification under
applicable state securities laws or (y) evidence satisfactory to the Issuer that
all necessary state securities law filings in connection with the proposed
Transfer have been made.

                  (b) Each certificate or other instrument evidencing the
securities issued upon the Transfer of any Restricted Stock (and each
certificate or other instrument evidencing any securities retained by the
transferor) shall bear the legend set forth in Section 7.

                  Section 7. LEGEND ON STOCK CERTIFICATES. Each certificate
representing shares of Restricted Stock shall bear the following legend, until
such time as the shares represented thereby are no longer subject to the
provisions hereof:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
                  ANY STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE
                  TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR
                  IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE OF
                  A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS,
                  UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
                  REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT
                  REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE,
                  TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES
                  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
                  CONDITIONS OF A SHAREHOLDERS' AGREEMENT, DATED AS OF APRIL 12,
                  1999, AMONG GRANARIA HOLDINGS, B.V., EAGLE-PICHER HOLDINGS,
                  INC., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") AND THE
                  SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER OF THE
                  SECURITIES


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                  REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH
                  AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH
                  AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE
                  HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE
                  COMPANY."

                  Section 8. TERMINATION. This Agreement shall terminate, and
the custodian shall distribute all shares of Restricted Stock to the
Shareholders, upon (i) an Initial Public Offering, (ii) a merger or
consolidation involving the Issuer, or (iii) a sale, lease, exchange or other
transfer of all or substantially all of the assets of the Issuer or the Company.
In its discretion the Committee may delay distribution of Restricted Stock for a
reasonable period of time following an event described in this Section 8.

                   Section 9. MISCELLANEOUS.

                           (a) ENTIRE AGREEMENT. This  Agreement  contains
the entire agreement among the parties with respect to the subject matter hereof
and supersedes all prior agreements or understandings between or among any of
the parties hereto.

                           (b) DEFINITIONS. All defined terms not defined herein
shall have the meanings ascribed to them in the Plan. For purposes of this
Agreement, the following terms shall have the following meanings:

                           "Affiliate" shall mean any entity if, (i) the
         Company, directly or indirectly, owns at least 50% of the combined
         voting power of all classes of stock of such entity or at least 50% of
         the ownership interests in such entity, (ii) such entity, directly or
         indirectly, owns at least 50% of the combined voting power of all
         classes of stock of the Company, or (iii) such entity is at least 50%
         owned (directly or indirectly) by one or more entities described in (i)
         or (ii) above.

                           "Beneficiary" shall mean the person, persons, trust
         or trusts which have been designated by a Shareholder in his or her
         most recent written beneficiary designation filed with the Committee to
         receive the Shareholder's rights under the Plan upon the such
         Shareholder's death, or, if there is no such designation or no such
         designated person survives the Shareholder, then the person, persons,
         trust or trusts entitled by will or applicable law to receive such
         rights or, if no such person has such right, then the executor or
         administrator of the Shareholder.

                           "Incapacitated Shareholder" shall mean a Shareholder
         who is or was employed by the Company (or its Affiliates) and who is
         permanently and totally disabled within the meaning of Section 22(e)(3)
         of the Internal Revenue Code of 1986, as amended.

                           "Initial Public Offering" shall mean the sale of (i)
         the common stock of the Company if, at the time of the offering, the
         shares of Restricted Stock are convertible into or exchangeable for
         shares of common stock of the Company, or (ii) the Class A Common Stock
         of the Issuer, in each case, to the public pursuant to an effective
         registration statement under the Act (or an equivalent regulatory
         authority) covering the offering and

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         sale of such shares for the Company or the Issuer, as applicable, which
         shares following the offering will be listed on any significant U.S.
         stock exchange.

                           (c)  SEVERABILITY. If any provision of this
Agreement shall be determined to be illegal and unenforceable by any court of
law, the remaining provisions shall be severable and enforceable in accordance
with their terms.

                           (d)  HEADINGS.  Descriptive  headings are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Agreement.

                           (e)  NOTICES.  All notices or other communications
which are required or permitted hereunder shall be in writing and sufficient if
delivered personally, sent by telecopy (with confirmation of receipt) or sent by
overnight courier or registered or certified mail, postage prepaid, return
receipt requested, addressed, (i) if to a Shareholder, to such Shareholder's
address set forth on such Shareholder's signature page hereto; (ii) if to the
Company, to Eagle-Picher Industries, Inc., 250 East Fifth Street, Cincinnati,
Ohio 45202, Attention: David G. Krall, Esq., Fax No.: (513) 629-2572; (iii) if
to Granaria Holdings, to Granaria Holdings B.V., Lange Voorhout 16, P.O. Box
233, 2501 CE The Hague, The Netherlands, Attention: Peter J. Ph. Kortenhorst,
Fax No.: 011 31 70 312 11 99; or to such other address as the party to whom
notice is to be given may have furnished to the other party in writing in
accordance herewith. If mailed as aforesaid, any such communication shall be
deemed to have been given on the third business day following that on which the
piece of mail containing such communication is posted.

                           (f) COUNTERPARTS.  This  Agreement  may be executed
in any number of counterparts, and each such counterpart hereof shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one agreement. From time to time additional Shareholders may
become parties to this Agreement by executing a counterpart hereof without
necessity of execution by the other parties.

                           (g)  ASSIGNMENT.  This  Agreement  shall not be
assignable by any party without the written consent of the other parties;
PROVIDED, HOWEVER, that the Company shall have the right to assign any or all of
its rights or obligations to purchase shares of Restricted Stock pursuant to
Sections 3, 4 and 5 hereof. Any purported assignment not permitted hereunder
shall be void.

                           (h) MODIFICATION.  Except as otherwise provided
herein, neither this Agreement nor any provision hereof may be modified,
changed, discharged or terminated except by an instrument in writing signed by
the Granaria Holdings, the Issuer, the Company and Shareholders holding 75% or
more of the outstanding Restricted Stock held by all Shareholders.

                           (i) ADDITIONAL  ACTIONS.  Each  Shareholder
agrees (i) that the Board and officers of the Issuer may take any additional
corporate action necessary to make effective the provisions hereof, including
(without limitation) filing any amendments to the Issuer's charter and other
constitutive documents, and hereby appoints the Issuer's Secretary its
attorney-in-fact for the execution of all such documents, consents and approvals
and (ii) that it will vote its shares of Restricted Stock to approve any such
action.

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                           (j)      RIGHTS TO  NEGOTIATE  REPURCHASE  PRICE.
Nothing in this Agreement shall be deemed to restrict or prohibit the Company,
the Issuer or Granaria Holdings (or its designees) from purchasing shares of
Restricted Stock from a Shareholder, at any time, upon such terms and
conditions, and for such price, as may be mutually agreed upon between the
parties, whether or not at the time of such purchase circumstances exist which
specifically grant the Company or Granaria Holdings (or its designees) the right
to purchase, or the Shareholder the right to sell, shares of Restricted Stock
under the terms of this Agreement.

                           (k)      REMEDIES.  In the event of a breach or
threatened breach by a Shareholder of the provisions of this Agreement, the
Company shall be entitled to an injunction restraining such Shareholder from
such breach or compelling compliance with such provision. Nothing contained
herein shall be construed as prohibiting the Company or any Shareholder from
pursuing any other remedies available at law or equity for such breach or
threatened breach of this Agreement.

                           (l)        SPECIFIC   ENFORCEMENT.  Each Shareholder
expressly agrees that such Shareholder and the Company will be irreparably
damaged if this Agreement is not specifically enforced. Upon a breach or
threatened breach of the terms, covenants or conditions of this Agreement by a
Shareholder, the other Shareholders and the Company shall, in addition to all
other remedies, each be entitled to a temporary or permanent injunction, without
showing any actual damage, or a decree for specific performance, in accordance
with the provisions hereof.

                           (m)      CHOICE OF LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT FOR THOSE MATTERS
REQUIRED TO BE GOVERNED BY THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.

                           (n)        CONSENT TO  JURISDICTION;  WAIVER OF JURY
TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF FEDERAL AND STATE COURTS OF OHIO FOR PURPOSES OF ALL
LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES HERETO AGREES NOT TO
COMMENCE ANY LEGAL PROCEEDING RELATED THERETO EXCEPT IN SUCH COURT. EACH OF THE
PARTIES HERETO IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING IN ANY SUCH COURT AND
HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR
CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

                           (o)      SET-OFF.  The  Company  or any  Affiliate
shall have the right to set off any amounts owed by a Shareholder to the Company
or any Affiliate against any amounts

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payable by the Company or any Affiliate to a Shareholder.

                           (p)        TRANSFER  DOCUMENTS.  In  connection
with any put or call right contained herein, a Shareholder shall deliver such
instruments and documents as may be reasonably required by the Company or
Granaria Holdings or their designee, as applicable, to transfer good title to
any Restricted Shares transferred, free and clear of any liens or encumbrances
whatsoever, and shall warrant the same and indemnify the purchaser for any
breach of such warranty, as a condition to receipt of payment therefor.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written or, if such party has dated its
signature, on the date(s) set forth below.


GRANARIA  HOLDINGS, B.V.                    EAGLE-PICHER HOLDINGS, INC.

By:                                         By:
   --------------------------------             ------------------------------
       Name:  Joel P. Wyler                       Name:  Andries Ruijssenaars
       Title:    Chairman                         Title:    President and CEO

EAGLE-PICHER INDUSTRIES, INC.

By:  _________________________
       Name:  Andries Ruijssenaars
       Title:    President and CEO

SHAREHOLDERS:

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           Signature

Name:
     -------------------------
             Please Print

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            Street Address

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          City, State, Zip


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