ANTIKNOCK MARKETING AND SALES AGREEMENT


         THIS AGREEMENT is made as of this 1st day of October 1998, by and
between The Associated Octel Company Limited a corporation organized under the
laws of England, acting on behalf of itself and its Affiliates (collectively,
"Octel") and Ethyl Corporation, a corporation organized under the laws of the
Commonwealth of Virginia, USA, acting on behalf of itself and its Affiliates
(collectively, "Ethyl") and supercedes the Antiknock Marketing and Sales
Agreement between the aforementioned parties dated as of September 29, 1998.

         WHEREAS, governmental authorities in countries around the world have
promulgated laws and regulations which have effectively banned or severely
limited the amount of lead antiknock compounds which can be used in motor fuels
for health, safety and environmental reasons.

         WHEREAS, said governmental authorities have continued to take actions
and plan to take additional measures in the future to further reduce or
eliminate the amount of AK currently used in motor fuels.

         WHEREAS, because these actions have accelerated the reduction of demand
for AK, the product life of AK has been significantly reduced as a useful
additive in motor fuel.

         WHEREAS, as a result of these actions and other factors, it has and
will continue to become increasingly more expensive and inefficient to market
and to sell the ever decreasing amount of AK throughout the world as this
product reaches the end of its life cycle.

         WHEREAS, because of these factors, Octel and Ethyl believe that
significant cost savings and efficiencies and health, safety and environmental
benefits can be realized by entering into this Agreement to market and promote
the sale and safe distribution of AK in certain areas of the world as the demand
for AK continues to decline.


<PAGE>

                                                          

         NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:

1.       Definitions

         As used in this Agreement, the following terms shall have the following
         meanings:

         Administrative, Logistics and Order Processing Services shall mean the
         services provided by Octel as described in Paragraph 11 of this
         Agreement.

         Affiliates shall mean any entity controlling, controlled by or under
         common control with that Party and any entity which succeeds to that
         portion of the business or ownership of the assets of that Party to
         which this Agreement pertains.

         Agreement shall mean this Antiknock Marketing and Sales Agreement.

         Agreement Activities shall mean all of the activities performed by the
         Parties pursuant to the terms of this Agreement. It is specifically
         agreed that manufacture of Product is not included in Agreement
         Activities.

         Agreement Proceeds shall mean the amount determined pursuant to
         Schedule C of this Agreement.

         Bulk Distribution Agreement shall mean the Agreement for Bulk
         Transportation between The Associated Octel Company Limited and Ethyl
         Corporation dated March 25, 1994, as amended.

         Bulk Distribution Services shall mean bulk distribution services
         provided by Ethyl described in Paragraph 9 of this Agreement.

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<PAGE>

         Change of Control shall mean:

                  (i)      the acquisition by an independent third party(ies) of
                           more than fifty percent (50%) of the outstanding
                           voting stock of Octel Corp, the Associated Octel
                           Company Limited or Ethyl Corporation but excluding
                           the formation of a holding company so long as there
                           is no change in the ultimate control of the
                           applicable company listed above; or

                  (ii)     the acquisition by an independent third party(ies) of
                           substantially all the AK business assets of Octel
                           Corp., the Associated Octel Company Limited or Ethyl
                           Corporation; or

                  (iii)    the assignment to an independent third party(ies) by
                           either Party of substantially all of their rights or
                           obligations under this Agreement.

         Notwithstanding the above, Change of Control shall not mean any
         internal reorganization of Octel Corp., The Associated Octel Company
         Limited or Ethyl Corporation and/or any of their respective Affiliates
         including any spin off or split off of assets or businesses to the
         shareholders of any of the aforementioned companies or the purchase of
         stock, assets or businesses conducted by any of the aforementioned
         companies by any person or group who owns twenty percent (20%) of the
         voting stock of the company as the date of this Agreement.

         Contract Year shall mean the period beginning on October 1, 1998 and
         ending on December 31, 1998 and each calendar year thereafter during
         the term of this Agreement and any extension thereof.

         Council shall mean Strategic Council.

         Effective Date shall be October 1, 1998.

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<PAGE>


          Embargoed Countries shall mean any country or countries that is
          subject to sanctions imposed by the United States government pursuant
          to the Trading With the Enemy Act (50 App. U.S.C.A. S.1) or The
          International Emergency Economic Powers Act (50 U.S.C.A. S.1701).

         Ethyl shall mean Ethyl Corporation and its Affiliates.

         European Economic Area shall mean those countries that are from time to
         time members of the European Economic Area.

         North America shall mean the countries of Canada and the United States.

         Octel shall mean The Associated Octel Company Limited and its 
         Affiliates.

         Parties shall mean Ethyl & Octel.

         Party Services shall mean all of the services performed by the Parties
         pursuant to the terms of this Agreement.

         Product shall mean lead alkyl antiknock compounds ("AK") made available
         for sale, marketed and/or sold, directly or indirectly, to customers
         for use in the Territory by Octel, Octel Corp. or its Affiliates which
         shall include all of the AK compounds currently made available for sale
         by Octel and any new or modified AK products made available for sale,
         marketed and/or sold, directly or indirectly, by Octel, Octel Corp. or
         its Affiliates during the term of this Agreement or any extensions
         thereof.

         Service Agreement shall mean the Service Agreement set forth in
         Schedule D of this Agreement.

         Sludge Services Agreement shall mean the Services Agreement between The
         Associated Octel Company Limited and Ethyl Corporation dated June 28,
         1995, as amended.

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<PAGE>

         Supply Contract shall mean the Supply of Lead Antiknock Compounds
         Agreement between The Associated Octel Company Limited and Ethyl dated
         December 22, 1993, as subsequently amended by the Supply of Lead
         Antiknock Compounds Agreement for the U.S. dated as of January 1, 1998,
         and the letter agreement between Ethyl Corporation and The Associated
         Octel Company Limited dated December 22, 1997.

         Technical Support, Professional Services and Residue Processing and
         Disposal Services shall mean the services provided by the Parties as
         described in Paragraph 12 of this Agreement.

         Territory shall mean all of the countries and regions of the world,
         other than, and specifically excluding North America, the European
         Economic Area and Embargoed Countries.

         United States shall mean the fifty states of the United States of
         America, the District of Columbia and all possessions and territories
         of the United States including Puerto Rico and the U.S. Virgin Islands.

         Wholesale Price shall mean           .  The Parties acknowledge that
         the price formula              was negotiated at arms length and 
         continues to represent the wholesale fair market value of the Product.

         Working Capital shall mean the working capital as determined in
         accordance with Schedule G.

         2.       Purpose of the Agreement

                  The purpose of this Agreement is to establish a marketing
         arrangement for sales of Product by the Parties to customers in the
         Territory. Octel and Ethyl each agree, and shall cause each of their
         Affiliates to agree, to exclusively market and sell Product to
         customers for use in the Territory pursuant to the terms of this
         

                                       5
<PAGE>



         Agreement. To support this marketing arrangement, both Ethyl and Octel
         will provide various goods and services to the other as more
         specifically set forth in this Agreement and the Service Agreement. The
         rights conferred by this Agreement are strictly contractual in nature,
         it being expressly understood and agreed that neither Party shall by
         reason of this Agreement be deemed to have entered a partnership or to
         have acquired directly or indirectly any stock, share capital, equity
         or other interest in the other Party. It is further understood and
         agreed that the Agreement Activities are limited strictly and
         exclusively to the Territory and shall not extend beyond the Territory.
         Unless earlier terminated pursuant to this Agreement, this arrangement
         shall continue so long as sales of Product in the Territory remain
         economically feasible. Notwithstanding the above, should existing
         supply contracts with customers for delivery of Product in the
         Territory prohibit or restrict the ability of either of the Parties to
         perform the obligations contained herein, each Party agrees to meet the
         terms of such contracts and perform such contractual obligations until
         said contracts are terminated or expire. The proceeds generated from
         the sale of Product under these contracts resulting from deliveries
         made to customers in the Territory on or after the Effective Date of
         this Agreement shall be calculated and accounted for using the same
         basis as set forth in Schedule C and shall be included in determining
         Agreement Proceeds pursuant to Schedule C of this Agreement and the
         deliveries of Product in the Territory shall be treated as if made
         pursuant to the terms of this Agreement.

3.       Territory

         This Agreement and its terms shall only apply to activities within the
Territory. Neither Party shall have any rights, responsibilities or obligations
to the other Party under this Agreement for activities relating to the
manufacture, distribution, marketing and sale of AK compounds to:
         (i)  customers outside the Territory;
         (ii) customers inside the Territory prior to the Effective Date of this
              Agreement.


                                       6
<PAGE>


4.       Operations 

         Each party shall independently provide its Party Services and be solely
responsible for the manner in which they are carried out.

5.       The Strategic Council

         The Party Services will be overseen by a Strategic Council composed of
six members. Three members shall be appointed at the sole discretion of each
Party. The actions of the Council shall be governed as provided in Schedule A of
this Agreement.



6.       Party Services

         Party Services provided by each Party hereunder shall be directed by a
Manager who will be subject to oversight by the Strategic Council. The initial
Manager shall be Errol Martin. Subsequent Managers shall be selected by Octel.
Octel will consult with the Strategic Council about the selection of subsequent
Managers but shall retain the ultimate right to make such selection. The Manager
and the organization reporting to this position as initially set forth in
Schedule B shall be responsible for directing the performance of Party Services.
The staff working under the direction of the Manager shall be initially
organized according to the function chart set forth in Schedule B. The employees
dedicated to providing services under this paragraph of the Agreement shall
remain employees of the respective Parties. The Parties shall be reimbursed in
accordance with the Service Agreement for the cost associated with the
compensation of such employees, including salaries, benefits, costs, expenses
and, if appropriate, recruitment and severance payments for new employees
specifically hired after the Effective Date to fill the vacant positions set
forth in Schedule B. In addition to providing services through the employees set
forth in Schedule B, the Parties shall provide upon request from the Manager and
approval by the Strategic Council, consulting and other services in support of
this Agreement. Octel shall also provide office facilities in the UK.


                                       7

<PAGE>

7.       Product

         Except as otherwise provided herein or approved by the Council, all
Product marketed pursuant to this Agreement shall be provided by Octel, which
Product shall be of merchantable quality and meet the Product specifications set
forth in the Supply Contract. Other than inventory referred to in Paragraph 8,
Octel shall supply all of the Product requirements for sale to customers for use
in the Territory during the term of or any extension of the Agreement. The
Product cost shall be the applicable Wholesale Price as of the date of timely
invoice to customers.

8.       Ethyl Product Inventory

         Ethyl will make available for purposes of conducting marketing 
activities under this Agreement               of Product inventory. Ethyl 
warrants that such Product inventory is of merchantable quality and meets the 
Product specifications set forth in the Supply Contract. The quantities, grades 
and locations of such Product inventories are described in Schedule F to this 
Agreement. The Parties agree that the                    will be used to supply 
customers under this Marketing Agreement within                     after the 
Effective Date. It is agreed that title to the Ethyl inventory and the risk of 
loss will remain with Ethyl until delivery to customers in the Territory. The 
cost to Octel shall be the applicable Wholesale Price as of the invoice date.

9.       Distribution Services

         Ethyl and Octel shall jointly review the costs of distribution by bulk
and non bulk with the objective of minimizing overall distribution costs within
the Territory, and shall cooperate with each other to reduce the costs of bulk
and non-bulk distribution (including maintenance, decontamination and disposal
of distribution equipment).

         a.       Bulk Distribution. Octel and Ethyl agree that the Bulk
                  Distribution Services required to deliver Product to customers
                  in the Territory shall be provided under the Agreement for


                                       8

<PAGE>

                  Bulk Transportation for as long as such bulk distribution
                  services are utilized. Except as otherwise provided in the
                  aforementioned agreement, all equipment used to provide these
                  services shall remain the property of Ethyl and Ethyl shall be
                  responsible for properly maintaining such equipment as well as
                  decontaminating and disposing of such equipment as required by
                  law when no longer suitable for use.

         b.       Non Bulk Distribution Services. Octel and Ethyl agree that
                  the Non Bulk Distribution Services required to deliver
                  Product to customers in the Territory shall be provided on
                  terms set forth in the Service Agreement. All equipment and
                  facilities used to provide these services shall remain the
                  property of the Party owning the equipment. Each Party shall
                  be responsible for decontaminating and disposing of such
                  equipment as required by law when no longer suitable for
                  use, except where such equipment is purchased or leased
                  after the Effective Date for exclusive use in the Territory,
                  in which case any required decontamination and disposal
                  thereof shall be provided by Octel under Schedule A, Section
                  I, Part 2 to the Service Agreement provided such services
                  are cost competitive with other decontamination services
                  available at that time and meet the environmental and
                  responsible care standards of both Parties. All equipment
                  shall be in good operating condition, fit for the purposes
                  intended and duly certified. Maintenance services for non
                  bulk distribution equipment and acquisition or lease of new
                  equipment for such use shall be pursuant to Schedules A and
                  B to the Service Agreement. Ethyl shall maintain the
                  terminals at Houston, Dordrecht and Singapore for as long as
                  the Ethyl Product Inventory is stored in such terminals and
                  during such period shall provide terminaling services at
                  these locations to Octel in support of Product sales upon
                  the terms and compensation set forth in the Service
                  Agreement the amount of such compensation to be pre-notified
                  upon request by Octel. Thereafter, Ethyl shall provide Octel
                  with the option of purchasing of terminaling services at
                  such locations upon the terms and compensation set forth in
                  the Service Agreement, the amount of such compensation to be
                  pre-notified upon request by Octel, and if Octel declines
                  such services at any location, then Ethyl shall have the
                  option of closing the said terminal. Notwithstanding the

                                       9
<PAGE>

                  above, once the Ethyl Inventory is removed from an Ethyl
                  storage location, upon ninety (90) days prior written notice
                  to Octel Ethyl may discontinue providing terminaling
                  services to Octel at that location.

10.      Marketing and Sales Services

         All marketing and sales to customers in the Territory pursuant to this
Agreement shall be by and in the name of Octel. Except as otherwise provided in
this Agreement, all orders shall be placed with Octel and Octel shall collect
all proceeds from such sales.

11.      Administrative, Logistics and Order Processing Services

         Octel and Ethyl agree that the Administrative, Logistics and Order
Processing Services required to market and sell Product pursuant to this
Agreement shall be provided by Octel on terms set forth in the Service
Agreement.

12.      Technical Support, Professional Services and Residue Processing and 
         Disposal Services

         Technical support, professional services and residue processing and
disposal services required to support the activities under this Agreement shall
be provided by Octel and Ethyl utilizing where appropriate Octel and Ethyl
personnel on terms set forth in the Service Agreement. The Parties will
investigate alternative arrangements to optimize the cost-effectiveness of
residue processing requirements consistent with environmental acceptability.
Octel shall be responsible for providing legal and accounting services.

13.      Agreement Proceeds Calculation


14.      Payments

         The Parties agree that cash distributions relating to Party Services
shall be made within 15 days following the end of the month to which they relate
and shall be calculated as provided in Schedule G.


                                       10
<PAGE>


         Ethyl agrees to submit itself to UK tax jurisdiction and pay applicable
UK tax attributable to funds received pursuant to this Agreement as reportable
earnings of its UK subsidiary. Ethyl will furnish Octel with written
confirmation when such return is filed and payments are made. Ethyl shall also
provide Octel with not less than ninety (90) days advance notice of any actions
or circumstances which may have the effect of removing Ethyl from UK tax
jurisdiction or which may result in an obligation on behalf of Octel to withhold
taxes on behalf of Ethyl.

         Octel and Ethyl believe that under current UK law Octel is not required
to withhold taxes from any amounts payable to Ethyl under this Agreement and
accordingly, that all such payments should be made gross of tax. However, if in
the future Octel should reasonably determine that tax withholding on amounts to
be paid to Ethyl is required, then Octel may, after advising Ethyl of the basis
for its determination, effect withholding as appropriate. If, based on Octel's
conclusion that withholding is not legally required, Octel makes payments to
Ethyl without withholding taxes and it is later determined that withholding was
required, Ethyl shall indemnify Octel for any liability Octel suffers from
having failed to withhold such taxes.


         Ethyl shall have the right, in good faith, by appropriate proceedings
to contest in Octel's name any withholding taxes which Octel has reasonably
determined are required by law to be made. Octel agrees to cooperate fully with
Ethyl in any way Ethyl may reasonably request in connection with such contest.

         Any contest conducted by Ethyl shall be conducted at Ethyl's expense
and in the event of any penalties, interest or late charge with respect to taxes
as a result of such taxes become payable, Ethyl shall reimburse Octel for the
same.

15.      Audit and Investigation Rights

         Each Party providing services and/or providing Product pursuant to this
Agreement shall prepare and maintain the necessary books and accounting records

                                       11
<PAGE>

as required by good and prudent business practice and generally accepted
accounting principles. Such records shall accurately reflect the cost of the
services and Product provided by the Party. Octel shall cause an annual audit of
the financial reports under this Agreement to be conducted and the cost of such
audit shall be covered under the Service Agreement.

         In addition, each Party shall have the right to have an independent
auditor conduct a special examination of, or perform an agreed upon procedures
review ("Audit") in connection with, such records to determine if such records
accurately reflect the financial results of the activities conducted pursuant to
this Agreement (including the Agreement Proceeds Calculation) and that services
and Product provided by the Parties were accurately recorded and the charges for
such services and Product were correct. Such Audit shall be conducted under the
terms of a Confidentiality Agreement and shall be used for the sole purpose of
determining whether an overcharge or undercharge has occurred. Such Audit will
be conducted during normal business hours and shall be at the expense of the
Party requesting the Audit. Only the final report of the auditor's conclusions
will be provided to both Parties. If such Audit reveals a discrepancy in favor
of the Party requesting said Audit, and upon agreement of the other Party, said
discrepancy shall be promptly reimbursed. If the Parties cannot reach agreement
regarding the auditor's report, either Party may exercise its rights under
Paragraph 19 of this Agreement which shall constitute the sole remedy of the
Parties to resolve the matter. Upon resolution of the matter, the successful
Party shall be entitled to interest on the amount owed from the date such sum
was due to the date such sum was paid. Interest shall be calculated at the rate
of LIBOR plus three percent per annum. If the Audit determines that an
overcharge of less than US$100,000 has occurred, the Parties shall divide the
cost of the Audit equally between them. If, pursuant to such an Audit, it is
determined that an overcharge in excess of US$100,000 has occurred to the
detriment of the Party requesting the Audit, then the cost of the Audit shall be
paid by the other Party.

         The Parties shall cause an investigation and procedures review of the
Agreement Proceeds and cash distributions for the first three (3) months after
the Effective Date. This shall be conducted by PriceWaterhouseCoopers, with the
cost divided equally between the Parties. If such investigation reveals that the
Agreement Proceeds and payments have not been appropriately calculated and made
in accordance with the terms of the Agreement, then such defects shall be
immediately remedied without penalty to either Party.

                                       12
<PAGE>


16.      Term of the Agreement

         This Agreement shall become effective as of the Effective Date and
shall continue for an initial term of twelve Contract Years and successive
Contract Years thereafter for so long as Octel, Octel Corp. or its Affiliates
continues to make Product available for sale whether directly or indirectly
provided neither Party invokes its rights under Paragraph 18 of this Agreement.

17.      Insurance and Liabilities

         a.       Each Party shall obtain and maintain during the term of this
                  Agreement with insurers reasonably acceptable to the other
                  insurance coverage of the types and minimum limits as set
                  forth in Schedule H with regard to supplying Product and
                  performing Party Services pursuant to this Agreement.

         b.       Each party shall be solely responsible for all costs and
                  liabilities associated with the termination of existing agency
                  or distributor relationships in the Territory that are not to
                  be utilized for the marketing of Product under this Agreement.

         c.       As to claims between the Parties:

                  (i)      In the event Product supplied by either Octel or
                           Ethyl for sale to customers within the Territory
                           fails to be of merchantable quality and meet the
                           Product specifications set forth in the Supply
                           Contract, the supplier shall be responsible at its
                           sole expense for the costs of returning, reprocessing
                           (including disposal, if necessary) and/or replacement
                           of such material with Product which is merchantable
                           and meets the Product specifications of the Supply
                           Contract at its sole expense.

                  (ii)     Each Party shall perform Party Services in a safe,

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<PAGE>

                           professional, cost-effective manner in accordance
                           with industry standards and the requirements of the
                           Strategic Council. In the event a Party performs
                           services and such services are improperly or
                           negligently performed, the supplier of the services
                           as its sole liability in respect of such failure
                           shall not be entitled to the relevant service fee as
                           set forth in Section I of Schedules A and B of the
                           Service Agreement in respect of such unsatisfactory
                           services.

                  (iii)    Without prejudice to subparagraphs (c)(i) and (c)(ii)
                           above, there shall be no claims made by either Party
                           against the other in providing Product and/or
                           rendering Party Services pursuant to this Agreement
                           for any direct, indirect or consequential loss
                           (including lost profits) as a result of noncompliance
                           irrespective of the cause or reason unless such loss
                           or damage arises as a direct result of a deliberate
                           act or omission of a Party with the intent of causing
                           economic loss to the other Party, a material breach
                           of or a willful refusal of a Party to comply with the
                           terms of this Agreement.

         d.

18.      Termination

         This Agreement is terminable under the following circumstances:

         a.       The Agreement is terminable at any time by mutual agreement 
                  in writing of the parties.

         b.       Provided such information is not confidential, each Party
                  shall give not less than thirty (30) days notice of a possible
                  Change of Control. In any event, each Party shall notify the
                  other immediately following a Change of Control. Upon a Change
                  of Control, the other Party may terminate this Agreement by
                  giving written notice and by tendering the Termination Fee in
                  cash within thirty (30) days of the determination of
                  Termination Fee.

                                       14
<PAGE>


         c.       Either Party may terminate this Agreement upon the expiration
                  of the twelfth (12th) Contract Year by providing written
                  notice (180) days prior to expiration of the twelfth (12th)
                  Contract Year, or successive Contract Years, and making a
                  payment to the non-terminating party in an amount equal to the
                  Termination Fee within thirty (30) days of determination of
                  the Termination Fee. Giving notice and then failing to make
                  the Termination Fee payment to the other Party under 18(c)
                  herein shall preclude the Party giving notice from serving
                  another notice of Termination within two (2) years from the
                  date of the original notice.

         d.       Upon termination of this Agreement pursuant to (b) and (c)
                  above, the Party receiving the Termination Fee shall not
                  within a period of three (3) years engage in the sale of
                  Product in the Territory.

         e.       In the event of termination of this Agreement under (b) or (c)
                  above by reason of the purchase by Octel of Ethyl's interest
                  in this Agreement, Octel shall only have an obligation under
                  the Supply Contract to supply such quantities of Product as
                  Ethyl shall require for the servicing of the European Economic
                  Area.

         f.       If neither Party terminates this Agreement pursuant to this
                  provision as provided in the provisions of (b) and (c) above,
                  the Agreement shall continue in full force and effect for
                  successive Contract Years thereafter as provided in Paragraph
                  16.

         g.       The Termination Fee shall be determined as follows:

19.      Disputes

         Except as otherwise provided herein, any dispute between the Parties
with respect to this Agreement or matters upon which the Strategic Council
cannot agree and an impasse is reached shall be resolved in accordance with the
dispute resolution procedure set forth in Schedule E.



                                       15

<PAGE>

20.      Contingencies

         Neither Octel nor Ethyl shall be liable for failure to perform its
obligations as required under this Agreement where such failure to perform is
caused by an event or circumstance beyond the reasonable control of the Party
affected thereby ("Force Majeure Event"). Without limiting the generality of the
forgoing, a Force Majeure Event may include fire, storm, flood, act of God, war,
explosion, sabotage, strike or other labor trouble, shortage of fuel and or raw
material, embargo, car/wagon shortages, accident, expropriation of plant or
equipment, shortage of Product and or raw materials caused in whole or in part
by any governmental authority, inability to secure machinery and or other
equipment or energy or raw materials for the manufacture, transport or
distribution of Products, inability to obtain vessel or cargo insurance at
reasonable cost due to war, revolution or civil interest, or acts or threats of
action by any government or any agency thereof or any other event or
circumstance beyond the reasonable control of either Party. No event or
circumstance shall serve to excuse an obligation to perform hereunder if such
event could have been prevented through exercise of reasonable diligence. A
Party claiming the benefit of this provision shall provide written notice of the
Force Majeure Event to the other and take all reasonable steps to cure the
problem causing the inability to perform such required service.

21.      Waiver

         Failure of either party to insist in any instance on the strict
performance of any term, provision or condition of this Agreement or to exercise
any option herein contained shall not be construed as a waiver of such term,
provision, condition or option in any other instance.

22.      Assignment

         The rights and obligations of the Parties hereunder shall not be
assigned or transferred without the prior written consent of the other, such
consent not to be unreasonably withheld. The foregoing notwithstanding, either
Party may, without the consent of the other, assign all or part of its rights
under this Agreement to an Affiliate of the assignor or to another party in
connection with its merger or transfer to such other party of substantially all
of its assets or of the business or assets to which this Agreement pertains.

                                       16
<PAGE>

Nothing herein shall restrict any corporate reorganization by a Party that does
not constitute a Change of Control.

23.      Notices

         Notice to either Party under any provision of this Agreement shall be
deemed good and sufficient if (i) delivered in writing in person, (ii) sent by
facsimile to the other Party with confirmation of receipt of transmission and
promptly confirmed by air mail or (iii) delivered by commercial courier to the
address of such party noted below or such other address as such Party has
directed in a signed writing. Notice shall be effective on the date delivered in
person, sent by facsimile or delivered by commercial courier, whichever is
applicable.

         Address for notices:

          If to Octel:

             The Associated Octel Company Limited
             P.O. Box 17
             Oil Sites Road
             Ellesmere Port
             South Wirral, L65 4HF United Kingdom
             Attn:  Dennis Kerrison, Managing Director

             Copy to:  Graham Leathes, Corporate Secretary and General Counsel
             Facsimile:  0151-350-6976

          If to Ethyl:

             Ethyl Corporation
             330 South Fourth Street
             Richmond, Virginia   23219
             Attn:    Newton A. Perry
                      Senior Vice President
                      Refinery Chemicals

             Copy to:   Vice President & General Counsel
             Facsimile:  (804)  788-5519


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<PAGE>


24.      Miscellaneous

         a.       This Agreement constitutes the entire agreement of the
                  Parties. No change or modification shall be effected except by
                  a writing agreeing to the modification or change executed by a
                  duly authorized officer of each Party.

         b.       Upon the Effective Date of this Agreement, the Supply
                  Contract shall be amended and modified in accordance with
                  the terms of this Agreement to the extent of the obligations
                  of each Party relating to Product sold and or delivered to
                  customers in the Territory as provided for in this
                  Agreement, except for any payments for services or products
                  delivered under such agreements prior to the date of this
                  Agreement for which payments have not been made. The Bulk
                  Distribution Agreement and the Sludge Services Agreement
                  shall remain in full force and effect without modification.
                  If terms of this Agreement and/or the Service Agreement are
                  found by a court of competent jurisdiction to be unlawful,
                  unenforceable and/or legally nonbinding on either Party, the
                  Parties agree that such terms shall not affect the validity
                  of the remainder of these agreements and the Parties agree
                  to substitute terms in these agreements as near to the
                  intent of the invalid or unenforceable provision as is
                  legally permissible. The Parties shall negotiate in good
                  faith to make such changes in the agreements as shall most
                  nearly preserve the overall commercial intention of the
                  Parties in entering into these agreements. If either of the
                  aforesaid agreements are found to be totally invalid or
                  unenforceable, or this Agreement or the Service Agreement is
                  materially breached by either Party and such breach is not
                  resolved as provided by the terms of this Agreement, then
                  the provisions of the above described agreement which by
                  this paragraph have been amended shall be reinstated and
                  said agreement shall continue in full force and effect until
                  expiration or termination in accordance with the specific
                  terms of the agreement.                  The rights described 
                  above are in addition to any rights the Parties may have 
                  relative to each other or any third party.

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<PAGE>


         c.       Recognizing that Octel and Ethyl shall continue to compete
                  vigorously in the marketing and sale of Product in North
                  America and the European Economic Area under no circumstances
                  shall the Parties discuss with one another (or provide one
                  another with any information) concerning prices to customers,
                  terms of supply, and other competitive information of the lead
                  antiknock compound market in such areas.

         d.       This Agreement shall be governed by, construed and enforced in
                  accordance with the laws of the Commonwealth of Virginia,
                  U.S.A. without regard to the conflict of laws and principles
                  thereof.

         e.       The terms of this Agreement shall be regarded by the Parties
                  as confidential and shall not be disclosed by either Party
                  publicly or to third parties without the written consent of
                  the other Party, provided however that disclosure may be made
                  if required by law or compliance with regulatory requirements.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed effective as of the date first above written by their duly authorized
representatives.

                                  THE ASSOCIATED OCTEL COMPANY LIMITED

                                  By: ______________________________________

                                  Title:  ____________________________________


                                  ETHYL CORPORATION

                                  By: ______________________________________

                                  Title:  ____________________________________

                                       19

<PAGE>


                                   SCHEDULE A

                     Strategic Council Rules and Procedures


Council Membership - The Council shall be composed of six (6) members. Each
Party shall in its sole discretion appoint three (3) members to serve as its
representatives on the Council. Each party shall have the right to appoint a new
representative to replace a position on the Council previously appointed by that
Party which becomes vacant for any reason. Each Party may in its sole discretion
remove and/or appoint a substitute representative to a Council position
appointed by that Party. The appointment shall be effective upon delivery of
written notice to the other Party and members of the Council of such
appointment.





















                                       20
<PAGE>







                                   SCHEDULE B

                                 Function Chart




       PERSONNEL                                FUNCTION



       Octel Assigned


       W E Martin                               Lead Alkyl Sales & Marketing 
                                                Director

       J P D Walker                             Regional Director - Far East

       J Grafstrom                              Lead Alkyls Personnel Assistant

       J R Bain                                 Distribution Projects Manager

       A M Bilimoria                            Business Accountant

       J T Braconnier                           Planning Coordinator

       A A Thompson                             Refinery Economist

       M J Lee                                  Secretary

       Management Accountant (EP)               Management Accountant

       Credit Controller (EP)                   Credit Controller



       Ethyl Assigned


       A Conn                                   Marketing Director

       P Stephanides                            Regional Director - Middle East
                                                /West Africa

       R Martinez                               Regional Director - South  
                                                America



       Octel Allocated
                                                Regional Director - North 
                                                Africa/Eastern Europe
       A Pacquement

                                       21
<PAGE>




                                   SCHEDULE C

                         AGREEMENT PROCEEDS CALCULATION























                                       22
<PAGE>



                                   SCHEDULE D


                                SERVICE AGREEMENT


         This Service Agreement, made as of this 1st day of October 1998, by and
between The Associated Octel Company Limited, a corporation organized under the
laws of England, on behalf of itself and its Affiliates (collectively, "Octel"),
and Ethyl Corporation, a corporation organized under the laws of the
Commonwealth of Virginia USA, on behalf of itself and its Affiliates
(collectively, "Ethyl"), is entered into in connection with the Antiknock
Marketing and Sales Agreement dated as of October 1, 1998, between the
aforementioned parties. The Services Agreement dated the 29th day of September
between the aforementioned parties is superceded by this Service Agreement.

         WHEREAS, governmental authorities in countries around the world have
promulgated laws and regulations which have effectively banned or severely
limited the amount of lead antiknock compounds ("AK") which can be used in motor
oils;

         WHEREAS, said governmental authorities have continued to take actions
and plan to take additional measures in the future to further reduce the amount
of AK currently used in motor fuels;

         WHEREAS, because these actions have accelerated the reduction of demand
for AK, the product life has been significantly reduced as a useful additive in
motor fuel;

         WHEREAS, as a result of these actions and other factors, it has and
will continue to become increasingly more expensive and inefficient to safely
market, sell and distribute the ever-decreasing amount of AK throughout the
world as this product reaches the end of its life cycle;

         WHEREAS, because of these factors, Octel and Ethyl have entered into a
Marketing Agreement in order to capture significant cost savings and
efficiencies in marketing and selling AK in certain areas of the world as the
demand for AK continues to decline;

         WHEREAS, in order to reduce duplicative and redundant service
capability and to capture resultant cost synergies and benefits, it is necessary
for Octel and Ethyl to provide certain services in support of activities
described in the Marketing Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows.

1.       Definitions

         Administrative, Logistics and Order Processing Services shall mean the
         services set forth in Section I of Schedule A.


                                       23
<PAGE>


         Affiliates shall mean any entity controlling, controlled by or under
         common control with that Party and any entity which succeeds to that
         portion of the business or ownership of the assets of that Party to
         which this Agreement pertains.

         Agreement shall mean this Service Agreement.

         Contract Year shall mean the period beginning on the Effective Date and
         ending December 31, 1998, and each calendar year thereafter during the
         term of this Agreement.

         Embargoed  Countries  shall mean any country or countries that is 
         subject to sanctions  imposed by the United States government 
         pursuant to the Trading  With the Enemy Act (50 App.  U.S.C.A.  ss.1) 
         or The  International Emergency Economic Powers Act (50 U.S.C.A. 
         ss.1701).

         Ethyl shall mean Ethyl Corporation and its Affiliates.

         Ethyl Services shall mean the services provided by Ethyl set forth in
         Schedule B.

         European Economic Area shall mean those countries that are members of
         the European Economic Area.

         Marketing Agreement shall mean Antiknock Marketing and Sales Agreement
         on even date between Octel and Ethyl.

         Non-Bulk Distribution Services shall mean the services set forth in
         Section I of Schedule A and Schedule B.

         North America shall mean the countries of Canada and the United States
         of America.

         Octel shall mean The Associated Octel Company Limited and its 
         Affiliates.

         Octel Services shall mean the services provided by Octel as set forth
         in Schedule A.

         Parties shall mean Ethyl and Octel.

         Product shall mean AK compound(s) made available for sale, marketed
         and/or sold, directly or indirectly, to customers for use in the
         Territory by Octel, Octel Corp. or its Affiliates which shall include
         all of the AK compounds currently made available for sale by Octel and
         any new or modified products made available for sale, marketed and/or
         sold, directly or indirectly, by Octel, Octel Corp. or its Affiliates
         during the term of this Agreement or any extensions thereof.

         Residue Processing and Disposal Services shall mean the services
         provided by Octel as set forth in Section I of Schedule A and the
         services provided by Ethyl as set forth in Section I of Schedule B as
         applicable.

                                       24
<PAGE>



         Service(s) shall mean the service(s) set forth in Schedules A and B
         attached hereto.

         Technical Support and Professional Services shall mean the services
         provided by Octel and/or Ethyl as set forth in Section I of Schedule A
         and Schedule B.

         Territory shall mean all of the countries and regions of the world,
         other than, and specifically excluding North America, the European
         Economic Area and Embargoed Counties.

         United States shall mean the 50 states of the United States of America
         and all possessions and territories of the United States including
         Puerto Rico and the U.S. Virgin Islands.


2.       Services

         The Parties agree that in order to capture the cost synergies and
         efficiencies that will be generated by implementing the Marketing
         Agreement that the Services provided by the Parties pursuant to this
         Agreement be rendered in an efficient and cost-effective manner. Each
         Party agrees that it will continue to examine and implement methods of
         reducing cost in providing these Services during the term of this
         Agreement.

         a.       Octel Services. The description of the Services to be rendered
                  by Octel pursuant to this Agreement are set forth in Schedule
                  A attached hereto and made a part hereof. Each of the Octel
                  Services shall be rendered by Octel or by an Affiliate of
                  Octel.

         b.       Ethyl Services. The description of the Services to be rendered
                  by Ethyl pursuant to this Agreement are set forth in Schedule
                  B attached hereto and made a part hereof. Each of the Ethyl
                  Services shall be rendered by Ethyl or by an Affiliate of
                  Ethyl.

3.       Service Fees

         Ethyl and Octel agree that out of proceeds collected by Octel pursuant
         to the Marketing Agreement that Octel and Ethyl shall be compensated
         for Octel Services and Ethyl Services rendered by each Party in
         accordance with the Service Fees set forth in Schedules A and B
         attached hereto.

4.       Payment of Service Fees

         Each Party shall invoice monthly for Services rendered pursuant to this
         Agreement and payment shall be made to Ethyl in accordance with
         Paragraph 14 of the Marketing Agreement.

5.       Contingencies

         Paragraph 20 of the Marketing Agreement is hereby incorporated by
         reference.

6.       Audit Rights

         Paragraph 15 of the Marketing Agreement is hereby incorporated by
         reference.

                                       25
<PAGE>


7.       Disputes

         Any dispute between the Parties regarding the performance of the
         Services provided under the terms of this Agreement shall be resolved
         as set forth in Schedule E of the Marketing Agreement.

8.       Term of Agreement

         This Agreement shall become effective as of the date of the Marketing
         Agreement and shall remain in effect for the duration of the Marketing
         Agreement. Upon termination or expiration of the Marketing Agreement,
         this Agreement shall automatically terminate on the effective date of
         such termination or expiration. Any payments that are due to each Party
         for services rendered prior to the termination date shall be promptly
         paid.

9.       Waiver

         Failure of either party to insist in any instance on the strict
         performance of any term, provision or condition of this Agreement or to
         exercise any option herein contained shall not be construed as a waiver
         of such term, provision, condition or option in any other instance.

10.      Assignment

         The rights and obligations of the Parties hereunder shall not be
         assigned or transferred without the prior written consent of the other,
         such consent not to be unreasonably withheld. The foregoing
         notwithstanding, either Party may, without the consent of the other,
         assign all or part of its rights under this Agreement to an Affiliate
         of the assignor or to another party in connection with its merger or
         transfer to such other party of substantially all of its assets or of
         the business or assets to which this Agreement pertains. Subcontracting
         of health, safety or environmental issues shall be in accordance with
         the policy agreed upon by the Strategic Council.

11.      Notices

         Notice to either Party under any provision of this Agreement shall be
         deemed good and sufficient if (i) delivered in writing in person, (ii)
         sent by facsimile to the other Party with confirmation of receipt of
         transmission and promptly confirmed by air mail or (iii) delivered by
         commercial courier to the address of such party noted below or such
         other address as such Party has directed in a signed writing. Notice
         shall be effective on the date delivered in person, sent by facsimile
         or delivered by commercial courier whichever is applicable.


                                       26
<PAGE>


         Address for notices:

                  If to Octel:
                           The Associated Octel Company Limited
                           P.O. Box 17
                           Oil Sites Road
                           Ellesmere Port
                           South Wirral, United Kingdom L65 4HF
                           Attn:    Dennis Kerrison, Managing Director
                           Fax No.:  44-151-350-6976

                           Copy to:  Corporate Secretary & General Counsel

                  If to Ethyl:
                           Ethyl Corporation
                           330 South Fourth Street
                           Richmond, Virginia   23219
                           Attn:    Newton A. Perry
                                    Senior Vice President
                                    Refinery Chemicals
                           Fax No.:  804-788-5109

                           Copy to:   Vice President & General Counsel

12.      Confidentiality

         Except as to information required to be disclosed to (i) comply with
         law or (ii) effectively perform the Services required by this
         Agreement, the Parties agree that all information regarding such
         services shall remain confidential and shall not be disclosed to third
         parties without the prior written consent of the other Party.

13.      Miscellaneous

         a.       This Agreement constitutes the entire agreement of the Parties
                  concerning the Services provided pursuant to this Agreement.
                  No change or modification shall be effected except by a
                  writing executed by a duly authorized officer of each Party.

         b.       Recognizing that Octel and Ethyl shall continue to compete
                  vigorously in the marketing and sale of Product in North
                  America and the European Economic Area, under no circumstances
                  shall the Parties discuss with one another (or provide one
                  another with any information) concerning any aspect of the
                  lead antiknock compound market in these areas including,
                  without limitation, market prices or customers in these
                  markets.

         c.       In providing the Services, Ethyl and Octel are each operating
                  in the capacity of an independent contractor and not the
                  agent, employee, partner or representative of the other.



                                       27

<PAGE>


         d.       This Agreement shall be governed by, construed and enforced in
                  accordance with the laws of the Commonwealth of Virginia,
                  U.S.A. without regard to the conflict of laws and principles
                  thereof.

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed effective as of the date set forth in the first paragraph of this
Agreement.

                                  THE ASSOCIATED OCTEL COMPANY LIMITED

                                  By: ______________________________________

                                  Title:  ____________________________________

                                  ETHYL CORPORATION

                                  By: ______________________________________

                                  Title:  ____________________________________




                                       28
<PAGE>


                       SCHEDULE A TO THE SERVICE AGREEMENT

                                 OCTEL SERVICES

















                                       29

<PAGE>



                       SCHEDULE B TO THE SERVICE AGREEMENT

                                 ETHYL SERVICES



















                                       30
<PAGE>


                                   SCHEDULE E

                          DISPUTE RESOLUTION PROCEDURE


1.       Resolution of Legal Disputes.

         With the exception of disputes arising out of a deadlock in the vote of
the Strategic Council concerning a business issue within the Council's
authority, any dispute, controversy or claim arising out of or relating to this
Agreement, shall be finally determined by arbitration in accordance with the
Rules of Arbitration of the London Court of International Arbitration (LCIA), in
London England, provided that the Parties have been unable to reach a
satisfactory resolution through negotiation and mediation under the procedures
set forth below.

         1.1 Negotiation.

                  Before proceeding to mediation or arbitration, the Parties
         shall attempt in good faith to resolve any such dispute promptly by
         negotiation between senior executives of the respective Parties. Within
         25 days of the delivery by one Party to the other of a written notice
         of a dispute, controversy or claim, the receiving Party shall submit to
         the claiming Party a written response. The notice and response shall
         include: (1) a short statement of each Party's position and a summary
         of reasons supporting that position, and (2) the name and position of
         the executive who will represent the Party and any other person who
         will accompany the executive in negotiations and include a schedule of
         the availability of said executive. Within 45 days after delivery of
         the notice of dispute, the senior executives of both Parties shall meet
         at a mutually agreeable time and place, and thereafter for so long as
         they mutually agree, for negotiations in an attempt to resolve the
         dispute through agreement. All negotiations pursuant to this clause
         will be treated as confidential and shall be treated as compromise and
         settlement discussions for purposes of applicable rules of
         confidentiality, evidence and professional secrecy.

         1.2 Mediation.

                  Either Party may request the services of a mediator to aid the
         senior executives in resolving the dispute. Unless the Parties
         otherwise agree, the selection of a mediator shall be made by the
         Centre for Dispute Resolution (CEDR) in London, England and CEDR
         procedures shall govern the mediation. The Parties and the mediator
         shall meet within 20 days after the date that the mediator is appointed
         to begin settlement discussions with the assistance of the mediator.
         The mediation process shall continue thereafter as long as both Parties
         agree.










                                       31
<PAGE>


         1.3 Arbitration.

                  If the Parties have been unsuccessful in resolving a dispute
         under this section through negotiation, either Party may commence
         binding arbitration of such dispute in accordance with the Rules of the
         London Court of International Arbitration ("LCIA") as follows:

                  1.3.1 Unless the Parties agree on a single arbitrator, the
                  arbitral tribunal shall consist of three members, each Party
                  shall select one arbitrator and the LCIA shall select the
                  third arbitrator who shall be knowledgeable concerning the
                  subject matter of the dispute. Each Party may submit to the
                  LCIA for its consideration in making the selection of the
                  third arbitrator the qualifications, knowledge and experience
                  that the Party requests to be considered in said appointment.

                  1.3.2 The place of the arbitration shall be London England.

                  1.3.3 The language of the arbitration shall be English.

                  1.3.4 The arbitral tribunal shall have the authority to award
                  all forms of relief determined to be just and equitable;
                  provided, however, that the tribunal shall have no authority
                  to award punitive or exemplary damages, or any other damages
                  not measured by the prevailing Party's actual damages.

                  1.3.5 Any arbitral award entered by the tribunal shall be
                  final and binding on the Parties and may be enforced in any
                  court of competent jurisdiction.


2.       Resolution of Strategic Council Deadlock.

         Where there is a deadlock in the vote of the Strategic Council by
reason of a tie vote among its members concerning a business issue within its
authority, any member of the Council who has voted on the issue may initiate the
following dispute resolution procedures:

         2.1 Unless otherwise agreed by a majority of the Council, the
         deadlocked issue shall be first be raised and discussed at a special
         meeting of the Council called within thirty (30) days in an attempt to
         resolve the deadlock through negotiation satisfactory to a majority of
         all of the members of the Council.

         2.2 If the Council vote on the issue remains deadlocked after
         discussion and negotiation at the second meeting of the Strategic
         Council, either Party may request the services of a mediator to aid the
         Parties in resolving the deadlocked issue. Should there be no agreement
         on the identification of a suitable mediator, the appointing authority
         for selection of a mediator shall be made by the Centre for Dispute
         Resolution (CEDR) after consultation with each Party as to the
         qualifications, knowledge and experience that a mediator should have.
         Within forty-five (45) days from the second Council meeting, the


                                       32
<PAGE>


         members of the Strategic Council shall meet with the assistance of the
         mediator and, under CEDR procedures, seek to resolve the dispute in a
         way which is satisfactory to a majority of all the members of the
         Council. These mediation meetings shall be confidential and shall last
         for so long as a majority of the Council determines that such meetings
         are be helpful in resolving the business dispute.

         2.3 If such issue remains deadlocked after undergoing the mediation
         process described in 2.2 above, the issue shall be finally resolved by
         binding arbitration as follows:

                  2.3.1 Resolution of such issue shall be referred to
                  arbitration in London England under the Rules of Arbitration
                  of the LCIA.

                  2.3.2 Unless the Parties agree on a single arbitrator, the
                  arbitral tribunal shall consist of three members, each Party
                  to select one arbitrator and the two arbitrators to select the
                  third arbitrator who will serve as Chairman. In the event that
                  the two arbitrators are unable to agree on the appointment of
                  the third arbitrator, the appointment shall be made in
                  accordance with the LCIA Rules. The Chairman need not be a
                  lawyer but should be knowledgeable concerning the business
                  issue which has resulted in a deadlock. Each Party may submit
                  to the LCIA for its consideration in making the selection of
                  the third arbitrator the qualifications, knowledge and
                  experience that the Party requests to be considered in said
                  appointment.

                  2.3.3 As part of its final submission to the arbitral
                  tribunal, each Party shall make a specific proposal to resolve
                  the business issue that is the subject of the arbitration. The
                  power of the arbitral tribunal to render an award shall be
                  limited to adopting one of the specific proposals submitted by
                  the Parties.

                  2.3.4 The position adopted by the arbitral tribunal shall be
                  accepted as the action of the Strategic Council under the
                  Agreement.

                  2.3.5 In arriving at its award the arbitral tribunal shall
                  take into account the following factors:

                           2.3.5.1

                           2.3.5.2 The ultimate goal of the Parties is to
                           operate under this Agreement in a way which maximizes
                           long-term profitability for both Parties in marketing
                           Product to customers in the Territory.

                           2.3.5.3 The goal of the Parties is to reduce the
                           overall costs of providing services under this
                           Agreement in safely and efficiently marketing and
                           distributing Product in the Territory.



                                       33
<PAGE>


3.       Time Is of the Essence

         Each Party agrees that time is of the essence in resolving legal
disputes and Strategic Council deadlocks. Each Party shall fully cooperate to
avoid unnecessary delay in reaching resolution of these matters. Neither Party
shall be required to post security by way of a bank guarantee or other
collateral to initiate a resolution of a dispute under the provisions of this
Dispute Resolution Procedure other than for the administrative costs of
proceeding with the dispute resolution process.

























                                       34
<PAGE>


                                   SCHEDULE F

                            ETHYL AVAILABLE INVENTORY






















                                       35
<PAGE>



                                   SCHEDULE G

                                 WORKING CAPITAL























                                       36
<PAGE>




                                   SCHEDULE H

                                    INSURANCE


1.       Insurance of Employees and Facilities

         a.       Octel will effect, and at all times maintain during the term
                  of this Agreement and for so long as any Liabilities may arise
                  thereunder, Employers Liability Insurance to a minimum level
                  required by applicable law, and in any event in an amount of
                  not less than             per occurrence and where applicable
                  Workmans Compensation Act Insurance in respect of each 
                  employee provided by Octel who performs any duties in 
                  connection with this Agreement.

         b.       Ethyl will effect, and at all times maintain during the term
                  of this Agreement and for so long as any Liabilities may arise
                  thereunder, Employers Liability Insurance to a minimum level
                  required by applicable law, and in any event in an amount of
                  not less than             per occurrence and where applicable
                  Workmans Compensation Act Insurance in respect of each 
                  employee provided by Ethyl who performs any duties in 
                  connection with this Agreement.

         c.       Octel will effect and at all times maintain during the term of
                  this Agreement All Risks (including Flood, Quake and
                  Engineering Risks) Property Damage Coverage with the property
                  valued at Full Replacement Cost on the Product manufacturing
                  and related facilities at Ellesmere Port.

         d.       Ethyl will effect and at all times maintain during the term of
                  this Agreement All Risks (including Flood, Quake and
                  Engineering Risks) Property Damage Coverage with the property
                  valued at Full Replacement Cost on the Houston, Texas,
                  Dordrecht, Netherlands and Singapore AK Terminal Facilities.


2.       Public and Product Liability

         Octel and Ethyl will each effect and at all times maintain during the
         term of this Agreement, Public and Product Liability insurance in an
         aggregate amount of (with a deductible amount as agreed between the
         Parties from time to time) with respect to any Liabilities for which
         the Parties are responsible as provided in Paragraph 17(d)(i), (ii),
         (iii), (iv) and (v) of this Agreement. Each Party shall name the other
         Party as an additional insured under such insurance.

3.       Cargo Insurance

                                       37

<PAGE>
  
         Octel shall effect in the joint names of Octel and Ethyl, and at all
         times maintain during the term of this Agreement on mutually agreed
         terms and conditions, Bulk and Non-Bulk Cargo Insurance to cover
         shipments of Product to customers in the Territory pursuant to this
         Agreement. Non-Bulk insurance shall be placed on a CIF plus 10% plus
         value of containers basis. Bulk insurance shall be placed on a FOB
         value plus10%, plus value of containers where applicable. Any
         deductible under such policies shall be borne by the Parties in the
         proportions set forth in Section II, Part 1 of Schedules A and B to the
         Service Agreement (irrespective of the cause or reason that the Losses
         may have arisen and the fault of either Party in relation thereto).

4.       Contingent Non-Bulk Marine Cargo Liability

         Octel shall effect in the joint names of Octel and Ethyl, and at all
         times maintain during the term of this Agreement on mutually agreed
         terms and conditions, Contingent Non-Bulk Marine Cargo Insurance to
         cover Non-Bulk shipments of AK to customers in the Territory pursuant
         to this Agreement to an amount on conditions to be determined by Octel.
         Any deductible under such policy shall be borne by the Parties in the
         proportions set forth in Section II, Part 1 of Schedules A and B to the
         Service Agreement (irrespective of the cause or reason that the Losses
         may have arisen and the fault of either Party in relation thereto).

5.       Insurance Costs

         The portion of the cost of all insurance relating to Agreement
         Activities pursuant to Paragraphs 3 and 4 of this Schedule shall be
         included as an expense under Section 1, Part 2 of Schedule A of the
         Services Agreement .

6.       Additional Insurance















                                       38
<PAGE>


                                   SCHEDULE I

                     METHODS AND PRINCIPLES FOR CALCULATION
                             OF THE TERMINATION FEE























                                       39