AGREEMENT

     This  Agreement  (the  "Agreement")  is  entered  into on  March 31,  2000,
effective as of December 1,  1999 between AMCOL  International  Corporation (the
"Company") and Frank B. Wright, Jr. ("Employee").

     WHEREAS,  the Company  considers it essential and in the best  interests of
the Company and its  shareholders to foster the continued  employment of its key
management personnel;

     WHEREAS,  Employee  is  considered  a key  management  employee,  currently
serving  as  Vice  President  of  the  Company  and  President  of  its  Volclay
International Corporation subsidiary; and

     WHEREAS,  the Company desires to assure the future continuity of Employee's
services  in the event of any  actual or  threatened  "Change  in  Control"  (as
defined in Section 6 below) of the Company.

     IT IS THEREFORE AGREED AS FOLLOWS:

     1. Effect of Agreement. This Agreement shall be effective and binding as of
December 1,   1999.  However,  except  as  specifically  provided  herein,  this
Agreement shall not alter  materially  Employee's  duties and obligations to the
Company and the remuneration  and benefits which Employee may reasonably  expect
to receive from the Company in the absence of a Change in Control.

     2. Employment On and After Change in Control. Provided that the employee is
an employee of the Company immediately prior to a Change in Control, the Company
shall employ Employee, and Employee shall accept such employment, effective upon
such Change in Control for a period of twenty-four (24) months after said Change
in Control subject to the terms and conditions stated herein.

     3. Duties After Change In Control.  Employee agrees that during the term of
his employment with the Company after a Change in Control,  he shall perform the
duties  described  in Section 12 below and such other duties for the Company and
its  subsidiaries  consistent  with his  experience and training as the Board of
Directors  of the Company  (the  "Board") or the Board's  representatives  shall
determine from time to time, which duties shall be at least  substantially equal
in status, dignity and character to his duties at the date hereof. He shall also
have the title of Vice  President of the Company and such other titles as he may
have as of the Change in Control.  Employee  further agrees to devote his entire
working time and  attention to the business of the Company and its  subsidiaries
and use his best efforts to promote such business.

     4.  Compensation  Prior to Change in Control.  Prior to a Change in Control
the Company agrees to pay Employee  compensation  for his services in an amount,
and to provide him with life insurance,  disability,  health and other benefits,
as set by the  Company  from  time to time.  For the  purpose  of this  Section,
compensation does not include any bonus or other incentive  compensation plan or
stock purchase  plan,  which may vary from year to year at the discretion of the
Company.
<PAGE>
     5. Termination of Employment  Prior to a Change of Control.  Employee shall
be entitled to terminate his employment prior to a Change in Control at any time
upon  sixty (60) days'  prior  written  notice.  The  Company,  shall be able to
terminate Employee's employment at any time prior to a Change in Control with or
without  cause upon sixty (60) days'  prior  written  notice (or the  payment of
salary in lieu  thereof).  This  Section  shall not be  construed  to reduce any
accrued  benefits  payable in  connection  with any  termination  of  Employee's
employment prior to a Change in Control.

     Nothing  expressed or implied in this  Agreement  shall create any right or
duty on the part of the  Company  or  Employee  to have  Employee  remain in the
employment of the Company prior to a Change in Control.

     6. Termination of Employment On or After Change in Control.

     (a) For purposes of this  Agreement the term "Change in Control"  means the
change in the legal or  beneficial  ownership of fifty-one  percent (51%) of the
shares of the Company's common stock within a six (6) month period other than by
death or  operation of law, or the sale of ninety  percent  (90%) or more of the
Company's assets within a six (6) month period.

     (b)  Employee's  employment  on  and  after  a  Change  in  Control  may be
terminated  with just  cause by the  Company  at any time upon not less than ten
(10) days' prior  written  notice.  Prior to  termination  for just cause on and
after a Change in Control,  the Board of Directors  shall by majority  vote have
declared that Employee's  termination is for just cause specifically stating the
basis  for such  determination.  In the event  such a  termination  occurs,  the
provisions of Sections 9(a) and 12 below shall apply.

     Employee's  employment  may be  terminated  on or after a Change in Control
without just cause pursuant to the constructive termination procedures described
in the next  paragraph  or by the Company  giving  Employee not less than thirty
(30)  days'  prior  written  notice.  In  the  event  Employee's  employment  is
terminated pursuant to the preceding sentence:

     (i)  the provisions of Section 9(b) below shall apply; and

     (ii) although Employee's  employment term shall be deemed terminated at the
          end  of  such  notice  period  (or,  in  the  case  of a  constructive
          termination  described in the next paragraph,  as of the date Employee
          notifies the Company of such  termination),  such termination shall in
          no way  affect the term of this  Agreement  or  Employee's  duties and
          obligations under Section 12 below.

     For purposes of this Section 6(b),  Employee  shall be considered as having
been  terminated  by the  Company on or after a Change in Control for other than
just cause  provided  that he has notified  the Company of any of the  following
within ten (10) days of the occurrence thereof:

     (i)  the  assignment  to  Employee  of any duties of  substantially  lesser
          status,  dignity and character  than the duties as a Vice President of
          the Company  immediately  prior to the effective date of the Change in
          Control;
<PAGE>
     (ii) a post-Change in Control reduction by the Company in Employee's annual
          base salary or bonus or incentive plan (as in effect immediately prior
          to the effective date of the Change in Control);

     (iii)relocation  of Employee's  office to a location  which is more than 35
          miles from the location in which  Employee  principally  works for the
          Company  immediately  prior to the  effective  date of the  Change  in
          Control; the relocation of the appropriate  principal executive office
          of the Company or the Company's  operating  division or subsidiary for
          which Employee  performed the majority of his services for the Company
          during the year prior to the  effective  date of the Change in Control
          to a location  which is more than 35 miles from the  location  of such
          office  immediately  prior to such date; or his being  required by the
          Company  in order to perform  duties of  substantially  equal  status,
          dignity and character to those duties he performed  immediately  prior
          to the  effective  date of the  Change  in  Control  to  travel on the
          Company's   business  to  a  substantially   greater  extent  than  is
          consistent with his business travel obligations as of such date; or

     (iv) the  failure of the  Company to  continue  to  provide  Employee  with
          benefits substantially equivalent to those enjoyed by him under any of
          the  Company's  life  insurance,   medical,  health  and  accident  or
          disability plans in which he was  participating  immediately  prior to
          the effective date of the Change in Control,  the taking of any action
          by the Company which would  directly or indirectly  materially  reduce
          any of such  benefits or deprive him of any  material  fringe  benefit
          enjoyed by him  immediately  prior to effective  date of the Change in
          Control,  or the  failure of the  Company to provide him with at least
          the number of paid  vacation days to which he is entitled on the basis
          of years of service  under the  Company's  normal  vacation  policy in
          effect  immediately  prior  to the  effective  date of the  Change  in
          Control.

     (c) In the event  Employee's  employment is terminated on or after a Change
in Control in any manner not described in Section 6(b) above:

     (i)  the  provisions  of Section  9(b) shall not apply and  Employee  shall
          instead  receive the sums and benefits  described in Section 9(a); and
          (ii)  such  termination  shall  in no way  affect  the  term  of  this
          Agreement or Employee's duties or obligations under Section 12 below.

     (d) Any termination of employment of Employee following the commencement of
any  discussions  by a shareholder  or group of  shareholders  owning legally or
beneficially more than twenty percent (20%) of the common stock or an officially
designated  representative  of the Board of  Directors  with a third  party that
results  within one  hundred  eighty  (180)  days in a Change in  Control  shall
(unless such termination is for cause or wholly  unrelated to such  discussions)
be deemed to be a  termination  of Employee on and after a Change in Control for
purposes of this Agreement.
<PAGE>
     7. Notice of  Termination.  Any  termination by the Company or assertion of
termination by Employee shall be  communicated  by written notice of termination
to the other party at the following address:

                           AMCOL International Corporation
                           One North Arlington
                           1500 West Shure Drive
                           Arlington Heights, Illinois 60004
                           Attention:  Chief Executive Officer

                           Mr. Frank B. Wright, Jr.
                           AMCOL International Corporation
                           One North Arlington
                           1500 West Shure Drive
                           Arlington Heights, Illinois 60004

     8. Disability.  If as a result of Employee's  incapacity due to physical or
mental  illness,  he shall have been absent from his duties with the Company for
one hundred  eighty (180) days within any  twelve-(l2)-consecutive-month  period
and within thirty (30) days after written  notice of the Company's  intention to
terminate  his  employment  is given,  Employee  shall not have  returned to the
performance of his duties with the Company  substantially  on a full-time basis,
the  Company  may  terminate  his  employment  for  disability.  This  shall not
constitute a  termination  for the purposes of  obtaining  benefits  pursuant to
Section 9.

     9. Benefits Upon  Termination And Leave Of Employment On or After Change in
the Control.

     (a) If  Employee  is  terminated  for just  cause  on or after a Change  in
Control,  he shall only  receive the accrued  sums and  benefits  payable to him
through the date he is  terminated;  the  provisions of Section 9(b) below shall
not be  applicable  in such case and Employee  shall not receive (or shall cease
receiving) the payments and benefits described in Section 9(b).

     (b) Subject to Employee's  compliance  with the provisions of Section 12(a)
below,  if Employee  is  terminated  during the  twenty-four  (24) month  period
beginning on and continuing  after a Change in Control other than for just cause
(either at the discretion of the Company's  management or  constructively by the
operation of Section 6), he shall receive the following payments and benefits in
lieu of any other sums or benefits otherwise payable to him by the Company:

          (i)  all then accrued pay, benefits, executive compensation and fringe
               benefits,  including  (but not  limited  to) pro rata  bonus  and
               incentive plan earnings;

          (ii) medical,  health and disability  benefits which are substantially
               similar to the benefits  the Company is  providing  him as of the
               date of his  employment is terminated for a period of twenty-four
               (24) months thereafter; and
<PAGE>
          (iii) one dollar less than two times his base period compensation.

          The  foregoing  payments  and  benefits  shall be deemed  compensation
     payable for the duties to be performed  by Employee  pursuant to Section 12
     below.  For  purposes  of  this  Agreement,  (A)  Employee's  "base  period
     compensation" is the average annual "compensation" (as defined below) which
     was  includable  in his gross  income for his base period  (i.e.,  his most
     recent  five (5)  taxable  years  ending  before  the date of the Change in
     Control);  and (B) if Employee's  base period includes a short taxable year
     or less  than  all of a  taxable  year,  compensation  for  such  short  or
     incomplete  taxable year shall be annualized before determining his average
     annual compensation for the base period. (In annualizing compensation,  the
     frequency with which payments are expected to be made over an annual period
     shall be taken into account.  Thus, any amount of  compensation  for such a
     short or incomplete  taxable year that  represents a payment that would not
     be made more than once per year shall not be  annualized).  The sum payable
     to  Employee  pursuant to Section  9(b)(iii)  shall in any and all cases be
     reduced by any compensation which Employee receives, excluding stock option
     or other  stock  incentive  bonus  plan  compensation  from the date of the
     Change in Control  until the  termination  date.  For  purposes  of Section
     9(iii)  and  the  definitions   pertaining  to  said  Section,   Employee's
     "compensation" is the compensation  which was payable to him by the Company
     or a related entity determined  without regard to the following Sections of
     the Internal Revenue Code of 1986, as amended (the "Code"):  125 (cafeteria
     plans), 402(a)(8) (cash or deferred arrangements), 402(h)( 1 )(B) (elective
     contributions  to  simplified  employee  pensions),  and,  in the  case  of
     employer  contributions  made  pursuant  to a salary  reduction  agreement,
     403(b) (tax sheltered annuities).

          Except for the benefits  described in Section 9(b)(ii) above, the sums
     due  pursuant  to this  Section  9(b) shall be paid in up to two (2) annual
     installments  commencing  thirty (30) days after the sums  become due.  All
     sums  due  shall  be  subject  to  appropriate  withholding  and  statutory
     requirements.  Employee shall not be required to mitigate the amount of any
     payment  provided for in this Section 9(b) by seeking  other  employment or
     otherwise.  Notwithstanding  anything  stated in this  Section  9(b) to the
     contrary,  however,  the amount of any payment or benefit  provided  for in
     this Section 9(b) shall be reduced by no more than 50% by any  compensation
     earned by Employee as a result of  employment  by another  employer and the
     Company shall not be required to provide medical,  health and/or disability
     benefits to the extent such benefits would duplicate  benefits  received by
     Employee in connection with his employment with any new employer.

     Notwithstanding  anything stated in this Agreement to the contrary,  if the
amounts which are payable and the benefits  which are provided to Employee under
this Agreement,  either alone or together with other payments which Employee has
a right to receive from the Company or any of its affiliates, would constitute a
"parachute payment" (as defined in Code Section 280G), such amounts and benefits
shall be  reduced,  as  necessary,  to the  largest  amount as will result in no
portion of said amounts and benefits  being either not deductible as a result of
Code Section 280G or subject to the excise tax imposed by Code Section 4999. The
determination  of any  reduction in said  amounts and  benefits  pursuant to the
foregoing  proviso  shall  be  made  by the  Company  in good  faith,  and  such
determination shall be conclusive and binding on Employee.  The amounts provided
to Employee under this Agreement in connection with a Change in Control, if any,
shall be deemed  allocated  to such  amounts  and/or  benefits to be paid and/or
provided  as the  Company's  Board of  Directors  in its sole  discretion  shall
determine.
<PAGE>
     10.  Special   Situations.   The  parties   recognize  that  under  certain
circumstances  a Change in  Control  may occur  under  conditions  which make it
inappropriate for Employee to receive the termination benefits or protection set
forth in this Agreement. Therefore, in the event that a Change in Control occurs
for any one of the  following  reasons,  the  provisions  of Sections 2, 6 and 9
shall not apply:

     (a) the  purchase  of more  than  fifty  percent  (50%) of the stock of the
Company by an employee stock ownership plan or similar  employee benefit plan of
which Employee is a participant; or

     (b) the  purchase of more than fifty  percent  (50%) of the stock or ninety
percent (90%) of the assets of the Company by a group of individuals or entities
including  Employee  as a member or  participant,  including  but not limited to
those  transactions  commonly  known as a leveraged or other forms of management
buy-outs.

     11. Dispute.  Any dispute arising under this Agreement  (except Section 12)
shall be  promptly  submitted  to  arbitration  under the Rules of the  American
Arbitration  Association.  An  arbitrator  is to be mutually  agreed upon by the
parties or upon failure of  agreement,  designated  by the American  Arbitration
Association.

     12. Non-Competition, Non-Solicitation, and Confidentiality.

     (a) In  consideration  of  this  Agreement  and  other  good  and  valuable
consideration, Employee agrees that for so long as he is employed by the Company
and for twelve (12) months thereafter he shall not own manage, operate, control,
be employed  by or  otherwise  engage in any  competitive  business.  Employee's
agreement  pursuant to the preceding  sentence shall be in addition to any other
agreement or legal  obligation he may have with or to the Company.  For purposes
of the preceding sentence,  a "competitive  business" is any business engaged in
the production, refinement or sale of Bentonite and/or any business conducted by
the  Company,  its  affiliates  or  any  subsidiaries  thereof  as of  the  date
Employee's  employment  is  terminated.  A business  which is  conducted  by the
Company,  its affiliates or any subsidiaries  which is subsequently  sold by the
Company is not a  competitive  business as of the date such business is sold. An
"affiliate" of the Company' is any company which either controls,  is controlled
by or is under  common  control  with the  Company.  The  phrase  "any  business
conducted by the Company,  its  affiliates,  joint ventures or any  subsidiaries
thereof' includes not only current businesses but also any new products, product
lines or use of processes under  development,  consideration or investigation on
the date Employee's employment with the Company is terminated.

     Employee also agrees that during the twelve (12) month period  described in
the first sentence of this Section 12(a) he will not directly or indirectly,  on
behalf of himself or any other person or entity,  make a solicitation or conduct
business,  with any customer or potential  customer of the Company with which he
had  contact  while  employed  by  the  Company,   its  affiliates   and/or  any
subsidiaries  thereof,  with  respect  to any  products  or  services  which are
competitive  with any business  conducted by the Company,  its affiliates or any
subsidiaries  thereof.  For purposes of the preceding sentence,  a "customer" is
any person or entity that has purchased goods or services from the Company,  its
affiliates  or any  subsidiaries  thereof  within the twelve  (12) month  period
ending on the date Employee's  employment is terminated.  A "potential customer"
is any person or entity that the Company
<PAGE>
solicited for business  within  twelve (12) months prior to the date  Employee's
employment with the Company is terminated.

     The Company and Employee recognize that his responsibilities  have included
product  development,  sales and marketing of bentonite  clay,  fuller's  earth,
nanocomposites  and  related  products  to  various  markets  including  without
limitation the foundry,  agricultural,  plastic and well drilling industries and
establishing contacts and business relationships on behalf of the Company in the
domestic and international markets. Employee's contacts on behalf of the Company
represent substantial assets of the Company which are entitled to protection. In
recognition of this situation,  the covenants set forth in this Section 12 shall
apply  to  competitive   businesses  and  solicitation  in  the  United  States,
Australia,  Japan, China, India, Thailand, Egypt, Canada, Mexico and those other
countries of Europe, North America, South America and Asia in which the Company,
its affiliates,  joint ventures and  subsidiaries  are located or have conducted
$100,000 or more of business  during the twelve (12) month period  ending on the
date Employee's employment with the Company terminated.

     Before and forever after his  termination  or  resignation,  Employee shall
keep  confidential and refrain from utilizing or disseminating any confidential,
proprietary  or trade secret  information  of the Company for any purpose  other
than furthering the business interests of the Company.

     (b)  During  Employee's  employment  hereunder  and  during  one  (1)  year
following his resignation or the termination of his employment hereunder for any
reason,  Employee  will not induce or attempt to influence any present or future
employee of the Company, its affiliates or any subsidiaries thereof to leave its
employ.

     (c) In  consideration  of the  covenant not to compete the Company will pay
one/twelfth  (1/12) of  Employee's  annual base salary each month for a total of
twelve  (12)  months.  The  Company  may at its sole  discretion  for any reason
whatsoever  not make  these  payments  if it so elects and the  covenant  not to
compete  will end at the end of the month in which the  Company  elects to cease
payment.

     13. Other Agreements. Except to the extent expressly set forth herein, this
Agreement  shall not  modify or lessen  any  benefit  or  compensation  to which
Employee is entitled  under any  agreement  between  Employee and the Company or
under  any  plan   maintained  by  the  Company  in  which  he  participates  or
participated.  Benefits or compensation shall be payable thereunder,  if at all,
according to the terms of the applicable  plan(s) or agreement(s).  The terms of
this Agreement shall supersede any existing  agreement  between Employee and the
Company  executed  prior to the date hereof to the extent any such  Agreement is
inconsistent with the terms hereof.

     14. Successors:  Binding Agreement.  The Company will require any successor
(whether direct or indirect by purchase, merger,  consolidation or otherwise, to
all or  substantially  all of the  business  and/or  assets of the  Company') to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that the  Company  would be  required to perform it if no such
succession had taken place.

     This  Agreement  shall  inure  to the  benefit  of and  be  enforceable  by
Employee's  personal  or  legal  representatives,   executors,   administrators,
successors,  heirs,  distributees,  devisees and legatees.
<PAGE>
     15.  Injunction.  The  remedy at law for any  breach of  Section 12 will be
inadequate and the Company,  its affiliates and any  subsidiaries  thereof would
suffer continuing and irreparable injury to their business as a direct result of
any  such  breach.  Accordingly,  notwithstanding  anything  stated  herein,  if
Employee  shall breach or fail to perform any term,  condition or duty contained
in Section 12 hereof,  then,  in such event,  the  Company  shall be entitled to
institute  and  prosecute  proceedings  in any court of competent  jurisdiction,
either in law or in  equity,  to obtain  the  specific  performance  thereof  by
Employee or to seek a temporary restraining order or injunctive relief,  without
any' requirement to show actual damages or post bond, to restrict  Employee from
violating  the  provisions  of Section  12;  however,  nothing  herein  shall be
construed  to prevent the Company'  seeking such other remedy in the courts,  in
case of any breach of this  Agreement by  Employee,  as the Company may elect or
invoke. If court proceedings are instituted by the Company to enforce Section 12
hereof,  and the Company is the prevailing party, the Company shall receive,  in
addition to any damages  awarded,  reasonable  attorneys'  fees, court costs and
ancillary expenses.

     16. Miscellaneous.  This Agreement may not be modified or discharged unless
such  waiver,  modification  or  discharge is agreed to in writing and signed by
Employee and such officers of the Company as may be  specifically  designated by
its Board for that  purpose.  Except  for any  failure  to give the ten (10) day
notice  described  in Section  6(b) above,  the failure of either  party to this
Agreement  to object  to any  breach  by the  other  party or the  non-breaching
party's  conduct or conduct  forbearance  shall not  constitute a waiver of that
party's  rights to enforce this  Agreement.  No waiver by either party hereto at
any time of any breach by the other party  hereto of, or  compliance  with,  any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of any  subsequent  breach by such  other  party or any
similar  or  dissimilar  provisions  or  conditions  at the same or any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party  which  are not  expressly  set  forth in this  Agreement.  The  validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Illinois.

     17.  Severability.  The parties hereto intend this Agreement to be enforced
to the  maximum  extent  permitted  by law. In the event any  provision  of this
Agreement  is deemed to be invalid or  unenforceable  by any court of  competent
jurisdiction,  such  provisions  shall be  deemed to be  restricted  in scope or
otherwise  modified  to the  extent  necessary  to  render  the same  valid  and
enforceable.  In the event the  provisions  of Section 12 cannot be  modified or
restricted  so as to be  valid  and  enforceable,  then  the same as well as the
Company's  obligation to make any payment or transfer any benefit to Employee in
connection with any termination of Employee's employment shall be deemed excised
from this  Agreement,  and this Agreement  shall be construed and enforced as if
such  provisions had  originally  been  incorporated  herein as so restricted or
modified or as if such provisions had not originally been contained  herein,  as
the case may be. The  invalidity  or  unenforceability  of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement which shall remain in full force and effect.

     18.  Survival.  The  obligations of the parties under this Agreement  shall
survive the term of this Agreement.
<PAGE>
     19.  Term of  Agreement.  The  term of this  Agreement  shall  commence  on
December 1,  1999 and end on December 1,  2002; provided,  however,  that in the
event Employee's employment is terminated while this Agreement is in force, this
Agreement  shall  terminate  when the Company has made all  payments to Employee
required  by  Section 9 hereof and  Employee  has  complied  with the duties and
obligations  described in Section 12 hereof (all of which duties and obligations
shall specifically survive the termination of the Employee's employment). To the
extent  necessary for the Company's  enforcement of the provisions of Section 12
above (but only for such purpose), Employee's employment term shall be deemed to
continue through the end of the Agreement term.


EMPLOYEE                                  AMCOL INTERNATIONAL CORPORATION


/s/ Frank B. Wright                       By: /s/ Larry Washow
Frank B. Wright                           Its: President