EXHIBIT 10.6


                      DATED                           1998





                           ICI AMERICAN HOLDINGS INC.

                                       and

                               NL INDUSTRIES, INC.







                        SHARE SALE AND PURCHASE AGREEMENT



                                       OF



                              TIOXIDE AMERICAS INC.








                               LINKLATERS & PAINES
                                 One Silk Street
                                 London EC2Y 8HQ

                             TEL: (+44) 171 456 2000


                                    Ref: AXT




<PAGE>



        THIS AGREEMENT (this "AGREEMENT") is made on              1998  BETWEEN:


        (1) ICI AMERICAN  HOLDINGS INC. a Delaware  Corporation  with  principal
            place of business at 3411  Silverside  Road,  Wilmington,  DE 19850,
            USA (the "SELLER"); and


        (2) N L INDUSTRIES,  INC., a corporation  incorporated under the laws of
            New Jersey, whose principal place of business is at 16825 Northchase
            Drive, Suite 1200, Houston, Texas 77060, USA (the "PURCHASER").

        WHEREAS:

        (A) Tioxide  Americas  Inc. is a corporation  incorporated  in Delaware,
            USA,  short  particulars  of which  are set out in  Schedule  1 (the
            "COMPANY").

        (B) The  Seller  holds all of the  issued  shares in the  capital of the
            Company (the "SALE  SHARES")  particulars  of which are contained in
            Schedule 1.

        (C) The  Seller  has  agreed  to sell and the  Purchaser  has  agreed to
            purchase the Sale Shares on the terms and subject to the  conditions
            set out in this agreement and the Framework Agreement.

        IT IS AGREED as follows:


      1 INTERPRETATION

    1.1 In this agreement:

        "ACCOUNTS"  means  the  audited  accounts  of the  Company  for the year
        ended 31 December 1997;

        "ADVERSE CONSEQUENCES" means all actions, suits, proceedings,  hearings,
        investigations,   charges,  claims,  demands,  injunctions,   judgments,
        orders,  decrees,  rulings,  damages,  dues,  penalties,  fines,  costs,
        amounts paid in settlement, liabilities,  obligations, liens (other than
        those  arising by operation of law or by statute)  losses,  expenses and
        fees, including court costs and reasonable attorneys' fees and expenses;

        "AFFILIATES"  means with respect to a specified  entity,  an entity that
        directly or indirectly through one or more intermediaries,  Controls, or
        is Controlled by, or is under common Control with, the entity specified,
        provided,  that,  without  limiting the generality of the foregoing,  in
        relation  to ICI and its  subsidiary  companies,  the term  "AFFILIATES"
        shall not  include any entity in which a party has a 50 per cent or less
        ownership interest. For the purposes hereof, "CONTROL" means possession,
        directly or indirectly, of the power to direct or cause the direction of
        the management and operating  policies of the entity in respect of which
        the  determination  is being  made,  through  the  ownership  of  voting
        securities,  contract,  voting trust or otherwise  but any  reference in
        this  agreement  to an Affiliate  of the Seller or the  Purchaser  shall
        exclude  the  Company,  and  references  to the  Seller's  Group  or the
        Purchaser's Group shall be construed accordingly;

        "AGREED  FORM"  means,  in  relation to any  document,  the form of that
        document which has been initialled for the purpose of  identification by
        or on behalf of the parties to this agreement;

        "AMERICAS  LIABILITY  AGREEMENT" means the liability  agreement  between
        ICI and the Purchaser dated [                 ];

        "ASSETS"  means all of the assets and rights of the Company  relating to
        the Business but excluding the LPC Interests;

<PAGE>


        "BUSINESS" means the manufacture,  import, export, sale and distribution
        of titanium dioxide  pigments and co-products,  and related products and
        all other business and operations as carried on by the Company as at the
        date hereof but shall not include:

               (i) the  manufacture,  sale or  disposal  by way of  trade of any
                   organometallic  compounds  save  the  manufacture,   sale  or
                   disposal  of a pigment  which  incorporates  as an  essential
                   feature of its composition an  organometallic  compound shall
                   not be considered to be the manufacture,  sale or disposal of
                   an organometallic compound as such;

               (ii)the manufacture, sale or disposal by way of trade of any form
                   of titanium dioxide of ultraviolet-attenuating grade having a
                   ratio of  absorbance  response at 308 nm (A308) to absorbance
                   response at 524 nm (A524) of not less than 5 as defined in US
                   Pharmacopeia,  amendment  published  in  Pharmacopeia  Forum,
                   Volume 22,  Number 4, Page 2636 and attached  hereto as Annex
                   2; and

               (iii) any matter relating to the LPC Interests or LPC;

        "BUSINESS  DATA" means the Company's  historical  and current  documents
        relating to the Business, including customer lists, product, distributor
        and supplier lists, catalogues,  literature, employee records, documents
        of title to the Assets (but excluding those relating to the Properties),
        sales targets,  sales  statistics,  market share  statistics,  marketing
        surveys and reports,  marketing  research and any  advertising  or other
        promotional  materials,  production  data,  safety  data and  accounting
        (including  management  account records) and other financial data (other
        than the US Financial Information),  whether in hard copy or in computer
        held form  (including for the avoidance of doubt such media as microfilm
        and microfiche);

        "BUSINESS  DAY" means a day (other  than a Saturday  or Sunday) on which
        banks are generally open for normal business in both London and New York
        and  (when any  action  is  required  by this  agreement  to be taken in
        Canada) Montreal;

        "CODE"  means  the  United  States  Internal  Revenue  Code of 1986,  as
        amended;

        "COMPLETION"  means  completion  of the  sale and  purchase  of the Sale
        Shares  in  accordance  with  Clause  7 which  shall  occur  immediately
        following signature and exchange of this agreement;

        "COMPLETION DATE" means  [                        ]  on the date of this
        agreement;

        "COMPUTER    SYSTEMS"   means   all   computer    hardware,    software,
        microprocessors  and  firmware  which  in  each  case  are  used  in the
        Business;

        "CONTRACTS"  means  all  contracts  and  arrangements  relating  to  the
        Business  entered into before  Completion by or on behalf of the Company
        in connection with the Business which remain (in whole or in part) to be
        performed  at  Completion  and,  in  addition,  means any  contracts  or
        arrangements  between  the  Company  and  the  Seller  (or  any  of  its
        Affiliates) but shall not include any contracts or arrangements relating
        to the LPC Interests or LPC;

        "DEFAULT   INTEREST"  means  LIBOR  plus  200  basis  points  compounded
        monthly;

        "DISCLOSURE   LETTER"  means  the  letter  of  the  same  date  as  this
        agreement from the Seller to the Purchaser;

        "DUPONT" means E.I. du Pont de Nemours and Company;

        "EMPLOYEES"  means all those  individuals  employed  by the  Company  at
        Completion;

        "ENVIRONMENT" has the meaning in Schedule 5;



<PAGE>


        "ENVIRONMENTAL  AUTHORISATIONS" means all or any permits,  certificates,
        consents,  licences,  approvals,  registrations and other authorisations
        required under  Environmental  Laws and all terms and conditions thereof
        required under any Environmental Law for the operation of the Business;

        "ENVIRONMENTAL LAWS" has the meaning given in Schedule 5;

        "ESTIMATED CONSIDERATION" has the meaning given in Clause 3;

        "FIELD OF ACTIVITY"  means the  manufacture,  import,  export,  sale and
        distribution of titanium dioxide  pigments and co-products,  and related
        products as carried on by the Company, but shall not include:

               (i) the  manufacture,  sale or  disposal  by way of  trade of any
                   organometallic  compounds  save  the  manufacture,   sale  or
                   disposal  of a pigment  which  incorporates  as an  essential
                   feature of its composition an  organometallic  compound shall
                   not be considered to be the manufacture,  sale or disposal of
                   an organometallic compound as such; and

               (ii)the manufacture, sale or disposal by way of trade of any form
                   of titanium dioxide of ultraviolet-attenuating grade having a
                   ratio of  absorbance  response at 308 nm (A308) to absorbance
                   response at 524 nm (A524) of not less than 5 as defined in US
                   Pharmacopeia,  amendment  published  in  Pharmacopeia  Forum,
                   Volume 22,  Number 4, Page 2636 and attached  hereto as Annex
                   2;

        "FINAL CONSIDERATION" has the meaning given in Schedule 6;

        "FRAMEWORK  AGREEMENT"  means the agreement  dated o between ICI, DuPont
        and the Purchaser;

        "GUARANTEES" means all guarantees and indemnities given by the Seller or
        Affiliates  of the Seller in respect of  obligations  of the  Company in
        relation to the Business,  short  particulars  of which are contained in
        the Disclosure Letter;

        "HAZARDOUS MATERIAL" has the meaning given in Schedule 5;

        "ICI" means Imperial Chemical Industries PLC;

        "ICI GROUP" means ICI and its Affiliates as at the Completion Date;

        "IMPLEMENTATION AGREEMENTS" means the documents in Schedule 4;

        "INDEPENDENT ACCOUNTANT" has the meaning given in Clause 11;

        "INTELLECTUAL  PROPERTY"  shall mean all  patents,  trademarks,  service
        marks,  trade  names and all  goodwill  associated  with the  foregoing,
        registered designs, copyrights,  copyrightable works (including, without
        limitation,  data,  documentation  and  databases)  registered  internet
        domain names,  and rights to inventions and  applications for and rights
        to apply for protection or registrations  of any of the same;  including
        any continuation, continuation-in-part, provisional, reissue, divisional
        and  re-examination  patent  applications  and all  rights in  Technical
        Information;

        "INTRA-GROUP  LOANS"  means  all Net Debt due  from the  Company  to the
        Seller or any  Affiliate  of the Seller or due to the  Company  from the
        Seller or any Affiliate of the Seller as  determined in accordance  with
        Schedule 6, and in both circumstances  relating only to those Affiliates
        of the Seller following Completion;

        "LIBOR"  means the rate for  deposits  in US Dollars for a period of one
        month which appears on the Reuters  Screen ISDA Page (or such other page
        as the parties may agree) at approximately



<PAGE>


        11.00  a.m.,  London  time,  on the first day of the period to which any
        interest  period  relates (the "RELEVANT  DATE").  If such rate does not
        appear on the Reuters  Screen ISDA Page on the Relevant  Date,  the rate
        for  that  Relevant  Date  will  be  determined  as if the  parties  had
        specified  that the rate for the Relevant Date will be determined on the
        basis of the  rates at which  deposits  in US  Dollars  are  offered  by
        Midland  Bank plc at  approximately  11.00  a.m.,  London  time,  on the
        Relevant Date to prime banks in the London interbank market for a period
        of  one  month   commencing   on  that  Relevant  Date  for  amounts  of
        US$10,000,000;

        "LPC" means the Louisiana Pigment Company Limited Partnership;

        "LPC INTERESTS"  means all  partnership  interests held by the Seller or
        its Affiliates in LPC pursuant to the Joint Venture  Agreement  dated as
        of  18  October  1993,  as  amended,  between  the  Company  and  Kronos
        Louisiana, Inc.;

        "LPC BUSINESS"  means the LPC Interests,  sales sourced from LPC and any
        Stocks,  Operating  Debtors,  Operating  Creditors less than 1 year (the
        definitions  of such terms in Schedule 6 being applied to LPC) and other
        assets or liabilities  relating to LPC as determined  and  distinguished
        from the Business in accordance with Schedule 7;

        "LPC WARRANTIES" has the meaning given in sub-Clause 5.1(b);

        "MATERIAL CONTRACTS" means all Contracts (i) which at Completion have in
        excess of 12 months  to run and  which in that time can  reasonably  be,
        expected to involve  income or expenditure in respect of the Business in
        excess of US$200,000  per annum;  or (ii) which at Completion  have less
        than 12 months to run and which in that time can  reasonably be expected
        to involve income or expenditure in respect of the Business in excess of
        US$500,000;  or (iii) which relate to the treatment  and/or  disposal of
        waste; or (iv) which relate to contract  manufacturing  or processing of
        products  by  third  parties;   or  (v)  which  relate  to  third  party
        distribution  or agency in respect of  products;  or (vi) the absence of
        which  would  have a  material  negative  impact on the  conduct  of the
        Business;

        "NET DEBT" has the meaning given in Schedule 6;

        "NON-LPC WARRANTIES" has the meaning given in sub-Clause 5.1(a);

        "ORDINARY  COURSE OF  BUSINESS"  means the  ordinary  course of business
        consistent with past custom and practice  including,  without limitation
        quantity  and   frequency,   taking  into  account  the   relevance  and
        reasonableness  of the same and with  allowance  made for the inherently
        cyclical nature of the titanium dioxide industry;

        "PARENT  UNDERTAKING"  shall have the meaning  given in  section 258  of
        the United Kingdom Companies Act 1985;

        "PERMITS" means all licences, permits, authorisations, registrations and
        approvals  required  by  law or  regulation  or  issued  or  granted  by
        statutory or other  authorities  to the Company for the operation of the
        Business  (but   excluding,   for  the  avoidance  of  doubt,   planning
        permissions   issued  by  relevant   planning   authorities   (save  for
        Environmental  Authorisations) and any licence, permit, authorisation or
        approval which falls within the definition of Regulatory Conditions);

        "PLANT AND EQUIPMENT" means the plant,  machinery,  spare parts,  tools,
        equipment,  chattels, motor vehicles,  furniture,  fixtures and fittings
        (to the extent they are not  included in the  Properties)  and all other
        tangible  personal property located at the Property  (including  without
        limitation  office equipment) which in each case is owned and/or used by
        the Company in relation to the Business as at Completion;

        "PROPERTY" means the property shown in Schedule 2 Part I;



<PAGE>


        "PURCHASER'S AUDITORS" means PricewaterhouseCoopers;

        "PURCHASER'S  GROUP" means the Purchaser's  ultimate parent  undertaking
        and that parent undertaking's Affiliates;

        "REGULATORY  CONDITIONS"  means the  anti-trust or regulatory  approvals
        (other than Environmental Authorisations) necessary to complete the sale
        of the Company on the terms set out in this agreement;

        "SCHEME" means the Company's  pension plans  described in the Disclosure
        Letter;

        "SELLER'S AUDITORS" means KPMG;

        "SELLER'S  GROUP" means the Seller's  ultimate  parent  undertaking  and
        that parent undertaking's Affiliates as at the Completion Date;

        "STOCK"  means  the  stocks  of  fuels,   raw  materials,   ingredients,
        packaging,   office  and  laboratory   supplies,   engineering   spares,
        consumable  stores,  work-in-progress  and finished  goods at Completion
        held by the Company for the purposes of the Business;

        "TAX" has the meaning given in the Tax Deed of Covenant;

        "TAXATION" has the meaning given in the Tax Deed of Covenant;

        "TAX AUTHORITY" has the meaning given in the Tax Deed of Covenant;

        "TAX DEED OF  COVENANT"  means the tax deed of  covenant  in the  Agreed
        Form;

        "TAX LIABILITY" has the meaning given in the Tax Deed of Covenant;

        "TECHNICAL  INFORMATION"  shall mean all  technical  data and  know-how,
        industrial  and  technical  information,   trade  secrets,  confidential
        information,  drawings,  formulations,  technical reports, operating and
        testing  procedures,  instruction  manuals,  raw material or  production
        specifications, the results of research and development work, whether in
        hard copy or in computer held form (including for the avoidance of doubt
        in such media as microfilm and microfiche or otherwise);

        "TERRITORIES"  means the  United  States  of  America,  Canada,  Mexico,
        Central and South America;

        "UK GAAP" means generally accepted  accounting  principles in the United
        Kingdom;

        "US  DOLLARS",  "US$" or "$" means the  lawful  currency  of the  United
        States of America;

        "US FINANCIAL  INFORMATION" means the financial  information attached as
        Schedule 8;

        "US NAME AGREEMENT" means the agreement in the Agreed Form;

        "WARRANTIES" means the LPC Warranties and the Non-LPC Warranties; and

        "WARRANTY CLAIM" has the meaning given in sub-Clause 5.4.

    1.2 Unless otherwise stated,  any express reference to an enactment includes
        references to:

        (a)    that  enactment  as amended,  extended or applied by or under any
               other enactment before or after this agreement;

        (b)    any enactment  which that  enactment  re-enacts  (with or without
               modification); and

        (c)    any subordinate legislation made (before or after this agreement)
               under any enactment, including one within (a) or (b) above,



<PAGE>


        except to the extent that any of the  matters  referred to in (a) to (c)
        occurring  after the date of this agreement  would increase or alter the
        liability of any party under this agreement.

    1.3 The singular  shall include the plural and vice versa and words denoting
        persons shall include bodies corporate and  unincorporated  associations
        of  persons  and,  unless  otherwise  stated,  shall  include  permitted
        successors or assigns of such persons.

    1.4 Sub-Clauses 1.1 to 1.3 apply unless the contrary intention appears.

    1.5 The headings in this agreement do not affect its interpretation.

    1.6 Any Schedule or Annex to this agreement  shall take effect as if set out
        in this  agreement and  references to this  agreement  shall include its
        Schedules and Annexes.

    1.7 Where any statement in this  agreement (or in the attached  Schedules or
        Annexes) (other than in Schedule 3 paragraphs H(2) and H(4) is qualified
        by the  expression  "SO FAR AS THE  SELLER IS AWARE,"  "TO THE  SELLER'S
        KNOWLEDGE, INFORMATION AND BELIEF," "KNOWN TO THE SELLER" or any similar
        statement,  that statement shall be deemed to mean the knowledge,  after
        reasonable investigation, of the officers and operational and functional
        managers of ICI and its  Affiliates who have direct  responsibility  for
        the subject matter concerned, being those listed in Schedule 9.


      2 SALE AND PURCHASE OF THE SALE SHARES

    2.1 The Seller shall with full title  guarantee sell and the Purchaser shall
        purchase the Sale Shares together with all rights attaching to them.

    2.2 The Sale Shares shall be sold free from all liens, charges, equities and
        encumbrances and other rights exercisable by third parties or Affiliates
        of the Seller.


      3 CONSIDERATION AND ADJUSTMENTS

    3.1 Subject to sub-Clause 3.4 below, the  consideration  for the sale of the
        Sale  Shares  shall  be  US$[o]  payable  in  cash by the  Purchaser  on
        Completion (the "ESTIMATED CONSIDERATION").

    3.2 The payment under sub-Clause 3.1 shall be paid to the correspondent bank
        named below for credit to the US Dollar account of o (the "ICI ACCOUNT")
        referred to below:

         Correspondent bank:
         Bank account:
         Account name:
         Account no:
         Sort code:

    3.3 Any payments to the Purchaser  under this agreement shall be paid to the
        correspondent  bank named below for credit to the US Dollar account of o
        (the "PURCHASER ACCOUNT") referred to below:

    3.4

         Correspondent bank:
         Bank account:
         Account name:
         Account no:
         Sort code:



<PAGE>

    3.5 The Final  Consideration  shall be determined and any difference between
        the Estimated Consideration and the Final Consideration shall be paid in
        accordance with the provisions of Schedule 6.


      4 PURCHASER'S WARRANTIES

        The Purchaser represents and warrants to the Seller that:

        (a)    it (and each of its Affiliates,  in respect of the Implementation
               Agreements to which such  Affiliate is a party) has the requisite
               power and  authority to enter into and to perform this  agreement
               and such Implementation Agreements;

        (b)    it (and each of its Affiliates,  in respect of the Implementation
               Agreements  to which such  Affiliate  is a party) has obtained or
               satisfied all corporate,  regulatory and other approvals,  or any
               other  significant  conditions,  necessary to execute and perform
               this agreement and such Implementation Agreements;

        (c)    this agreement and the Implementation Agreements constitute valid
               and  binding  obligations  of  the  Purchaser  (and  each  of its
               Affiliates,  in respect of the Implementation Agreements to which
               such Affiliate is a party)  enforceable in accordance  with their
               respective terms; and

        (d)    compliance  with the terms of this agreement by the Purchaser and
               the Implementation  Agreements by the Purchaser or its Affiliates
               (as appropriate) will:

               (i) not constitute a breach of any agreement or contract to which
                   the  Purchaser or such  Affiliate of the Purchaser is a party
                   or by which it is bound; and

               (ii)be in compliance  with the  Purchaser's  or such Affiliate of
                   the  Purchaser's  memorandum  and articles of  association or
                   other constitutional documents; and

               (iii) not contravene:

                     (a)any order, judgment or decree; or

                     (b)any statute, rule or regulation or;

                     (c)any other restriction of any kind by which the Purchaser
                        or such Affiliate of the Purchaser is bound.


      5 SELLER'S WARRANTIES

    5.1 The Seller represents and warrants to the Purchaser in the terms set out
        in Part A.1 of Schedule 3.1 and that:

        (a)    with  respect to the  Business and to the sale of the Sale Shares
               and not with  respect  to the LPC  Interests,  save as  otherwise
               stated  in  this   agreement  and  subject  to  all  matters  and
               circumstances  fairly  disclosed in the Disclosure  Letter,  each
               of  the  statements  set  out  in  Schedule  3.1  Part  A.2  to N
               (inclusive)  (the "NON-LPC  WARRANTIES")  is true and accurate as
               at the date of this  agreement and the Seller  acknowledges  that
               the  Purchaser  has entered into this  agreement in reliance upon
               the Non-LPC Warranties; and



<PAGE>


        (b)    with respect to the LPC Interests only, save as otherwise  stated
               in this  agreement  and subject to all matters and  circumstances
               fairly disclosed in the Disclosure Letter, each of the statements
               set out in  Schedule  3.2  (the  "LPC  Warranties")  is true  and
               accurate  as at  the  date  of  this  agreement  and  the  Seller
               acknowledges  that the Purchaser has entered into this  Agreement
               in reliance upon the LPC Warranties.

        The Purchaser  agrees that save as set out in Schedule 3.2, no warranty,
        representation,  undertaking  or  indemnity  or  any  other  contractual
        obligation  or  otherwise  is made or given by the  Seller to either the
        Purchaser or its Affiliates in relation to LPC or the LPC Interests.

    5.2 Each of the Warranties shall be separate and independent and no Warranty
        shall limit the scope or construction of any other Warranty or any other
        provision of this agreement.

    5.3 The Purchaser acknowledges and agrees that:

               (i) save  as  may  be  set  out  in  this  agreement  or  in  the
                   Implementation  Agreements,  except for the Warranties and in
                   relation to an allegation of fraud, no statement,  promise or
                   forecast  made by or on behalf of the Seller or any member of
                   the  Seller's  Group may form the basis of, or be  pleaded in
                   connection  with,  any  claim  by the  Purchaser  under or in
                   connection   with  this   agreement  or  the   Implementation
                   Agreements; and

               (ii)any claim by the Purchaser or any person  deriving title from
                   it in connection with the Warranties  shall be subject to the
                   following provisions of this clause.

    5.4 The  liability of the Seller in respect of any breach of the  Warranties
        (a "WARRANTY  CLAIM") or the  indemnities  contained  in this  agreement
        shall be  governed  by the  terms of the  Americas  Liability  Agreement
        except as expressly provided therein.

    5.5 The  liability  of the Seller  under or in  respect of a Warranty  Claim
        shall also be limited in respect of any liability  which is  contingent,
        unless and until such liability  becomes an actual  liability and is due
        and payable  provided  that the Purchaser  shall not be prohibited  from
        bringing  a Warranty  Claim  pending  such  liability  becoming  due and
        payable.

    5.6 The Purchaser acknowledges and agrees that:

               (i) no  liability  shall  attach  to the  Seller by reason of any
                   breach of any of the Warranties or any indemnities  contained
                   in this  agreement to the extent that the loss  including all
                   relevant  costs  and  expenses  has  been  recovered  by  the
                   Purchaser  under  Schedule  5  or  any  other  term  of  this
                   agreement  or any  other  document  referred  to  herein  and
                   accordingly the Purchaser may only recover once in respect of
                   the same loss; and

               (ii)in calculating  the liability of the Seller for any breach of
                   the  Warranties  there shall be taken into account the amount
                   by which any  Taxation  for which the  Purchaser is now or in
                   the future accountable or liable to be assessed is reduced or
                   extinguished  as a result of the matter  giving  rise to such
                   liability.

    5.7 The Purchaser shall not be entitled to make any Warranty Claim:

               (i) to the extent  that the claim  arises as a result only of any
                   change after  Completion in the  accounting  bases upon which
                   the  Company  values its assets or  computes  its  profits or
                   arises as a result of the  taxation or  accounting  policies,
                   bases or practices of the Purchaser  being different to those
                   adopted or used in preparing the Accounts; or



<PAGE>


               (ii)to the extent that the matter which constitutes the claim was
                   specifically  consented to in writing by the Purchaser in the
                   knowledge  that such matter would give rise to such  Warranty
                   Claim.

    5.8 The  Purchaser  shall not be  entitled  to  rescind  or  terminate  this
        agreement after Completion in any circumstances provided that nothing in
        this sub-Clause shall exclude or limit any right to rescind or terminate
        for fraud.

    5.9 Save as otherwise  provided in this  agreement,  the Seller shall not be
        liable in respect of any Warranty Claim to the extent that the liability
        of the Seller in respect thereof is incurred or increased as a result of
        any  legislation not brought into force at the date of this agreement or
        as a result of any change in or repeal of legislation  hereafter or as a
        result of the  introduction  or cessation of or change in the  published
        practice of any taxation authority after the date of this agreement.

   5.10 The Purchaser  shall not be entitled to make any claim in respect of any
        breach or alleged breach of the Warranties to the extent that:

               (i) the facts,  matters or circumstances  giving rise thereto (in
                   respect of which any such claim or alleged claim arises) have
                   been fairly disclosed in the Disclosure Letter; or

               (ii)such claim arises or is incurred as a result of any voluntary
                   act or  omission of the  Purchaser  or any  Affiliate  of the
                   Purchaser  after the date of this  agreement,  other than any
                   such act or  omission  which  is in the  Ordinary  Course  of
                   Business  or is  required  by law or is pursuant to a legally
                   binding  commitment  of  the  Company  or any  member  of the
                   Seller's Group created or entered into before Completion.

   5.11 The  provisions of this Clause 5 shall have effect  notwithstanding  any
        other provisions of this agreement.


      6 SELLER'S INDEMNITY

    6.1 The Seller  undertakes to indemnify and keep  indemnified the Purchaser,
        its Affiliates and the Company (the  "INDEMNIFIED  PARTIES") against all
        claims  by  third  parties  (other  than  any  subsequent  purchaser  or
        purchasers  of either the Sale  Shares or the  business or assets of the
        Company and their successors in title or assigns) giving rise to Adverse
        Consequences  which  may be paid,  suffered  or  incurred  by any of the
        Indemnified  Parties  or to which  any of the  Indemnified  Parties  may
        become  subject  and  which  arise as a result of the  operation  of the
        Business by the Company  prior to  Completion  (unless and to the extent
        that the  circumstances  giving  rise to the Adverse  Consequences  were
        fairly  disclosed  in  the  Disclosure  Letter)  and  including  without
        limitation those Adverse Consequences arising:

        (a)    as a result of the failure by the Company to comply with relevant
               and  legally   enforceable   corporate  or  other  laws,   rules,
               ordinances or  regulations  with respect to the operations of the
               Business prior to Completion;

        (b)    as a result of the  failure  by the  Company  to obtain  required
               relevant  governmental  permits,  licences,   consents  or  other
               authorisations  with  respect to the  operation  of the  Business
               prior to Completion;

        (c)    from or with respect to any breach of  contract,  tort or product
               liability  or  otherwise  arising  from,  or with respect to, the
               operation of the Business prior to Completion and asserted by any
               third party; and



<PAGE>


        (d)    from or with respect to any suit,  action,  arbitration,  charge,
               governmental  investigation,  claim,  litigation  or  proceedings
               affecting the Business or the Company.

        Provided that the  indemnity  contained in this Clause 6 shall not apply
        to:

               (i) liabilities  expressly  assumed by the Purchaser  pursuant to
                   this agreement or the Implementation Agreements; or

               (ii)to the  extent  that such  liabilities  have been  taken into
                   account in establishing the Final Consideration; or

               (iii) any Environmental  Liabilities,  any failure or omission to
                   obtain  or  comply  with  Environmental  Authorisations,  any
                   failure or omission to comply with any Environmental  Laws or
                   any claim by any person in  respect of any matter  concerning
                   the   Environment   (indemnity   for  which  is  provided  in
                   sub-Clause 9.2 and Schedule 5); or

               (iv)Taxation  (indemnity  for which is  provided  in the Tax Deed
                   of Covenant); or

               (v) the LPC Interests or LPC.

    6.2 The  Purchaser  agrees to give the  Seller  notice of any and all claims
        asserted  against the  Purchaser  for which  indemnification  under this
        Clause  6 is or may be  sought.  Such  notice  shall be given as soon as
        reasonably  practicable after the Purchaser becomes aware that it has or
        may have a claim  against  the Seller.  Under this Clause 6,  failure to
        give such notice shall not abrogate or diminish the Seller's  obligation
        under  this  Clause  if the  Seller  has or  receives  knowledge  of the
        existence  of any such claim by any other means or if such  failure does
        not prejudice the Seller's ability to defend such a claim.


      7 COMPLETION

    7.1 Completion shall take place at the offices of the [        ] immediately
        after the signature of this agreement when:

        (a)    each  party  shall  provide  to  the  other  evidence  in a  form
               reasonably  satisfactory  to the  other  that it (and each of its
               relevant  Affiliates  entering into an Implementation  Agreement)
               has  all  necessary  corporate  approvals  and  consents  and its
               signatories have necessary authority to enter into this agreement
               and the other agreements referred to herein;

        (b)    each party shall (or shall  procure that its relevant  Affiliates
               will) duly  execute and, to the extent  applicable,  complete the
               Implementation Agreements and the Tax Deed of Covenant;

        (c)    the Seller shall deliver to or into the possession and control of
               the Purchaser:

               (i) a duly  executed  transfer  or  transfers  in  favour  of the
                   Purchaser  (or  such   Affiliate  of  the  Purchaser  as  the
                   Purchaser may nominate) of all the Sale Shares;

               (ii)share  certificate(s) or other documents of title relating to
                   the Sale Shares (or an express indemnity in a form reasonably
                   satisfactory  to the  Purchaser  in the  case of any  missing
                   certificates or documents of title);

               (iii) the  company  books  relating  to  the  Company,  including
                   certificates of  incorporation,  common seals,  minute books,
                   statutory  registers,   shareholders'  agreements  and  share
                   certificate books (duly written up to date);



<PAGE>


               (iv)resignations  of  all  the  directors  and  secretary  of the
                   Company;

               (v) the  written  resignation  of the  auditors of the Company to
                   take effect on  Completion,  with  acknowledgments  signed by
                   them to the  effect  that  they  have no  claim  against  the
                   Company  and to the effect  that  there are no  circumstances
                   connected with their  resignation  which they consider should
                   be brought to the notice of the  shareholders or creditors of
                   the Company;

               (vi)bank statements in respect of every account which the Company
                   has,  dated  two days  prior to the  Completion  Date and the
                   relevant  reconciliation  statements prepared on the previous
                   Business Day;

               (vii) the Business Data;

               (viii) the  documentation  and  title  deeds to the  Property  in
                   accordance with the provisions of Part II of Schedule 2;

               (ix)the  Implementation  Agreements  duly  executed by the Seller
                   and/or Affiliates of the Seller as applicable; and

               (x) the Disclosure Letter;

        (d)    the   Purchaser   shall   pay  to  the   Seller   the   Estimated
               Consideration;

        (e)    the Purchaser or another  member of the  Purchaser's  Group shall
               procure  that all  Intra-group  Loans due from the Company to the
               Seller or any  Affiliate  of the Seller are repaid by the Company
               and the  Seller or another  member of the  Seller's  Group  shall
               procure  that all  Intra-group  Loans due to the Company from the
               Seller or any Affiliate of the Seller are repaid by the Seller or
               its relevant Affiliates;

        (f)    the Seller shall take, or shall procure the taking of, such steps
               as may be necessary to:

               (i) approve  the  transfers  referred  to in  Clause  7.1(c)  (i)
                   (subject only to the Purchaser arranging and paying any taxes
                   or duties arising in relation to the transfer); and

               (ii)appoint such  directors  and  secretary as the  Purchaser may
                   specify as directors and the secretary of the Company; and

               (iii) release the securities,  guarantees, claims and indemnities
                   existing  immediately  prior to  Completion  other than those
                   arising in the Ordinary Course of Business, owed or due to or
                   claimed by the Seller or any  Affiliate  (being an  Affiliate
                   after  Completion)  from  the  Company,   true  and  complete
                   particulars of which are set out in Schedule 10;

        (g)    each party shall  deliver a copy of the Tax Deed of Covenant duly
               executed to the other party.


      8 EMPLOYEES

    8.1 The  Purchaser  agrees to procure  that the Company for a period of four
        years from the Completion Date, will procure that:

        (a)    the Employees will receive and enjoy contractual remuneration and
               benefits  (including  separation and other benefits  described in
               the Disclosure  Letter) which,  judged  objectively,  are no less
               favourable  overall  than  their  contractual   remuneration  and
               benefits at the Completion Date; and



<PAGE>


        (b)    it  will  not  make  any  unilateral   material   change  to  the
               contractual terms and conditions of employment with the Employees
               without prior  consultation  where  required by any local laws or
               agreements,  with recognised trade unions,  appropriate  employee
               representatives, or the Employees.

    8.2 The Seller will procure that, on or before Completion,  the Company will
        discharge its  liability to Mr Rene Lachance in respect of  Supplemental
        Employment Terms.

    8.3 For the purposes of this clause,  "SUPPLEMENTAL  EMPLOYMENT TERMS" shall
        mean:

        8.3.1  the period of additional  notice (if any) due from the Company at
               the date such  liability  crystallises  under the  arrangement in
               force as at Completion  which is in excess of that which he would
               have received under the terms of his service  agreement  dated 25
               October 1990;

        8.3.2  the  additional   life   assurance   cover  (if  any)  under  the
               arrangement  in force as at Completion  which is in excess of the
               cover provided under the terms of his service  agreement dated 25
               October 1990;

        8.3.3  the supplemental  retirement benefits that are in addition to the
               benefits  to  which  Mr.  Lachance  is  entitled  under  the  TAI
               Retirement Plan and the TCI Staff Employees' Pension Plan; and

        8.3.4  any other  enhancements to his terms and conditions of employment
               granted  between 25 October 1990 and  Completion and which are in
               force as at  Completion  other than those granted in the Ordinary
               Course of Business.

    8.4 The Seller will  indemnify  the  Purchaser  (for itself and as agent and
        trustee  for the  Company)  on a  continuing  basis  against any and all
        losses or liabilities, costs (including without limitation legal costs),
        charges, expenses,  actions,  proceedings,  claims and demands which the
        Purchaser  or the Company may incur and which  relate to or arise out of
        the continuation after Completion of the Supplemental Employment Terms.

    8.5 The Purchaser acknowledges and agrees that all of the funds set aside or
        due at  Completion  to be set  aside by the  Company  in  trust  for the
        purpose  of meeting  the  liability  of the  Seller  and the  Company to
        provide  supplemental  retirement  benefits for Mr Lachance will be used
        for this  purpose.  The funds  held in trust are held at  Merrill  Lynch
        Trust  Company of America  Chicago in account no.  637-95-521.  If these
        funds  have  not  been  used for this  purpose  before  Completion,  the
        Purchaser  will procure that the Company  complies  with any  directions
        given by the Seller as to the use of these  funds after  Completion  for
        the purpose of providing such benefits for Mr Lachance.

    8.6 The Seller will  indemnify  the  Purchaser  (for itself and as agent and
        trustee  for the  Company)  on a  continuing  basis  against any and all
        losses or liabilities,  costs (including without limitation legal costs)
        charges, expenses,  actions,  proceedings,  claims and demands which the
        Purchaser  or the  Company  may  incur  as a  result  of  the  severance
        payments, pension entitlements, accelerated pension entitlements and any
        other  benefits  actually  paid  to any  employee  whose  employment  is
        terminated  after  Completion  if  and  to  the  extent  such  payments,
        entitlements  and/or  benefits  are in excess of those  which would have
        applied at any time in the period  prior to 10 September  1997  Provided
        always  that the  dismissal  which  results  in the excess  costs  being
        incurred  takes effect within four years of  Completion  and the regular
        salary figure used in the  calculations is one which has been prevailing
        in respect of the  relevant  employee  for at least six months  prior to
        termination.   This  indemnity   shall  not  extend  to  any  losses  or
        liabilities, costs



<PAGE>


        (including without limitation legal costs) charges,  expenses,  actions,
        proceedings,  claims and demands  which the Purchaser or the Company may
        incur as a result of its or their  negligence  or  default.  Any  claims
        under  this  indemnity  must be made  within  4 years  and 3  months  of
        Completion following which this indemnity shall have no effect.

    8.7 The Seller shall not be required to make any payment under the indemnity
        set out in sub  clause 8.6  unless a draft  certificate  shall have been
        delivered to it by the Purchaser within 30 days after the date requiring
        the Seller to indemnify  the Purchaser  pursuant to  sub-clause  8.6 and
        certifying the amount payable thereunder.  In order to enable the Seller
        to review  the  certificate,  the  Purchaser  shall (to the extent it is
        permitted by law to do so) make  available and supply to the Seller and,
        at the Seller's request and expense,  the Seller's  auditors,  copies of
        all relevant  records and other working papers)  relating to the subject
        matter of the indemnity, during normal office hours.

    8.8 If the Seller  does not within 30 days after  presentation  to it of the
        draft  certificate  give notice to the Purchaser  that it disagrees with
        the certificate or any item thereof, such notice stating the reasons for
        the  disagreement  in reasonable  detail,  the draft  certificate  shall
        become final and binding on the parties for all purposes.

    8.9 If the Seller  gives a valid  notice  within  such 30 days,  the parties
        shall attempt in good faith to reach  agreement in respect  thereof and,
        if they are unable to do so within 21 days of such notification,  either
        party  may  by  notice  to  the  other  refer  the  certificate  to  the
        Independent  Accountants in accordance  with the provisions of clause 11
        of this agreement which shall apply mutatis mutandis,  references to the
        "COMPLAINANT"  being  deemed  to  be  references  to  the  "SELLER"  and
        references to the "OTHERS" being to the "PURCHASER".

   8.10 The Seller  shall pay interest at the rate of LIBOR plus 200 basis point
        compounded monthly on all payments pursuant to this clause from the date
        of delivery of the draft certificate.


      9 PROPERTY, ENVIRONMENTAL AND LOUISIANA GRANTS

    9.1 The Seller and the Purchaser shall observe and perform the provisions of
        Schedule  2  expressed  to be  observed  and  performed  by each of them
        respectively.

    9.2 The Seller and the Purchaser  shall observe the provisions of Schedule 5
        expressed  to be observed and  performed  by each of them  respectively,
        which shall apply only to the Business and not the LPC Interests or LPC.

    9.3 The Seller and the Company shall  cooperate with the Purchaser in taking
        reasonable  steps to transfer to the Purchaser  the ongoing  benefits of
        the  applicable  Louisiana  Exemption  Grants  defined in  Section  5.1,
        Article V, "TAX MATTERS OF THAT CERTAIN FORMATION AGREEMENT" dated as of
        October 18, 1993 between Affiliates of the Purchaser and the Seller.

<PAGE>


     10 PENSIONS

   10.1 The Purchaser  agrees to procure that the Company will,  commencing with
        the Completion Date, respect and perform the provisions of the Scheme.

   10.2 Subject to the payment of the transfer  amount,  as described below, the
        Purchaser  will  provide  retirement  benefits  for Mr J Gush and Mr S G
        Heyes  in  respect  of  their  service  with the  Company  on and  after
        Completion so that, in each case,  their total  benefits on  retirement,
        leaving  service  or  death   (inclusive  of  any  retirement   benefits
        attributable  to service up to  Completion)  are as  described  in their
        retirement  benefit profiles in the Agreed Form. The Purchaser will also
        nominate  retirement  benefits  arrangements to which a transfer payment
        can be made from the Tioxide Offshore Pension Fund.

   10.3 The Purchaser shall indemnify the Seller (for itself and its Affiliates)
        on a continuing  basis  against any and all losses,  liabilities,  costs
        (including without limitation legal costs), charges, expenses,  actions,
        proceedings,  claims and demands which the Seller or its  Affiliates may
        incur and which  relate to or arise out of any failure by the  Purchaser
        to comply with these obligations.

   10.4 The  Seller  (or  its  relevant   Affiliate)  will  use  its  reasonable
        endeavours  to procure  payment of a transfer  amount  from the  Tioxide
        Offshore Pension Fund to the arrangements nominated by the Purchaser.

   10.5 The transfer amount will be:

        10.5.1 based on  benefits  accrued  by Mr Gush and Mr  Heyes  under  the
               Tioxide  Offshore Pension Fund for service up to Completion (i.e.
               excluding  benefits earned under all other Tioxide plans in which
               they have participated); and

        10.5.2 calculated  on a past service  reserve  basis using the projected
               unit method, based on salaries projected to retirement or earlier
               date of leaving or death, using the actuarial assumptions set out
               in the actuarial  valuation of the Tioxide  Offshore Pension Fund
               as at 1 April 1997 and will be  adjusted  as agreed  between  the
               Seller and the Purchaser for the period  between  Completion  and
               the date of payment.

   10.6 If an appropriate  transfer  amount cannot be agreed within three months
        after  Completion,  either party may require the amount to be determined
        by an  independent  actuary,  to be  nominated  by the  Seller  and  the
        Purchaser  jointly,  or if they cannot  agree,  by the  President of the
        Institute of Actuaries on application by either party.  The  independent
        actuary will act as an expert and not as an arbitrator, and his decision
        will be final and  binding  on the  parties.  His costs  will be payable
        equally by the Seller and the Purchaser.

   10.7 If the trustee of the  Tioxide  Offshore  Pension  Fund does not pay the
        transfer  amount in full by a date one month  after the date on which it
        is agreed (or decided by the independent  actuary),  the Seller will pay
        to the Purchaser the amount of the shortfall by way of adjustment to the
        Final Consideration.  However, the Seller will not be required to pay an
        amount in excess of the net cost to the Purchaser or the Company  (after
        taking  account of tax) of making good the shortfall by a payment to the
        arrangements.


     11 INDEPENDENT ACCOUNTANT

   11.1 If either party wishes to refer any matter in dispute in accordance with
        the  provisions of Clause 3 or Schedule 6 for  determination  under this
        Clause it shall give notice to the other requiring the appointment of an
        independent   accounting   firm   of   international   reputation   (the
        "INDEPENDENT  ACCOUNTANT")  excluding accounting firms who have acted as
        auditors of either party or of any of their  Affiliates in the last five
        years.  If  the  parties  are  unable  to  agree  upon  the  Independent
        Accountant  within  14  days  of  such  notice,   then  the  Independent
        Accountant shall be appointed by the President for the time being of the
        Institute  of  Chartered   Accountants  in  England  and  Wales  on  the
        application of either party.

<PAGE>


   11.2 If the Independent  Accountant  delays or becomes unwilling or incapable
        of acting or if for any other reason the President for the time being of
        the Institute of Chartered  Accountants  in England and Wales thinks fit
        he may  discharge  the  Independent  Accountant  and,  in the absence of
        agreement between the parties, appoint another in its place.

   11.3 The  Independent  Accountant  shall  act  as an  expert  and  not  as an
        arbitrator and his decision shall (in the absence of manifest  error) be
        final and  binding on the  parties.  The  Independent  Accountant  shall
        afford the parties the opportunity of making written  representations to
        them and shall make its determination within 40 days of its appointment.

   11.4 The fees and expenses of the  Independent  Accountant  shall be borne by
        the parties in equal shares unless the Independent Accountant determines
        otherwise.


     12 PROTECTIVE COVENANTS

   12.1 The Seller  covenants  with the Purchaser that no member of the Seller's
        Group will:

        (a)    for a period of five years from Completion within any part of the
               Territories  carry on or be engaged or  involved  in the Field of
               Activity  (save as the  owner  for  investment  purposes  only of
               securities   traded  on  a  recognised  stock  exchange  and  not
               exceeding one per cent. of the securities of that class); or

        (b)    without prior  approval from the  Purchaser,  for a period of two
               years  from  Completion,   directly  or  indirectly  solicit,  or
               endeavour to entice away from the Purchaser or its Affiliates any
               of the Employees.

   12.2 Each of the  restrictions  in sub-Clause 12.1 above shall be enforceable
        independently  and its  validity  shall not be  affected if the other is
        invalid.

   12.3 The Seller  acknowledges  that the  provisions  of this Clause 12 are no
        more extensive than is reasonable to protect the Company.

   12.4 Nothing in this Clause 12 or in this agreement shall prevent:

        (a)    the  Seller  or its  Affiliates  from  purchasing  shares  in any
               company or any  business  which has an  interest  in the Field of
               Activity  (the  ownership  of which  would  otherwise  contravene
               sub-Clause   12.1)   unless  the  turnover  of  such  company  or
               business in its last  accounting  year  generated by its interest
               in the Field of  Activity  was the  greater of 10 per cent of the
               aggregate  turnover  of  such  company  or  business  and  US$100
               million.  In the event that the  Seller or any of its  Affiliates
               within five years from  Completion  purchases any  corporation or
               business  which  does have  interests  in the Field of  Activity,
               the Seller or the relevant  Affiliate are  contractually  obliged
               to offer for sale such interests to DuPont.

               If DuPont does not purchase  such  interests  from the Seller (or
               its relevant  Affiliate),  the Seller (or the relevant Affiliate)
               shall,  if  DuPont  shall  fail to or does not  accept  the offer
               referred to above  within such period to which it is entitled for
               such  purpose,  within 30 days of receipt  from  DuPont of notice
               that DuPont does not intend to purchase such interests  offer for
               sale such  interests to the  Purchaser on terms which are no less
               favourable by written notice ("OFFER NOTICE").

<PAGE>

               If the Purchaser does not unconditionally purchase such interests
               from the Seller (or its relevant  Affiliates)  within a period of
               18 months after the date of the Offer Notice,  the Seller (or the
               relevant  Affiliate)  shall be free to retain such interests with
               the consent of the Purchaser (such consent not to be unreasonably
               withheld or delayed). If such consent is reasonably withheld, the
               Seller (or the relevant  Affiliate) shall use its best endeavours
               to divest such interests  within 12 months of such consent having
               been withheld; or

        (b)    the Seller or its Affiliates from carrying on or being engaged or
               involved in:

               (i) any  business  it  currently   carries  on  (other  than  the
                   Business);

               (ii)any  business  which  only  supplies  other  members  of  the
                   Seller's Group; or

               (iii) any  business  after  such  time  as the  Purchaser  or its
                   Affiliates  have ceased to carry on or be engaged or involved
                   in such business other than by way of trade sale.


     13 ANNOUNCEMENTS

        The parties  agree that neither party shall make or permit any member of
        the Seller's Group or the Purchaser's Group, as the case may be, to make
        any  announcement  concerning  this  agreement or any  ancillary  matter
        except as required by law or any competent  regulatory  body or with the
        prior written approval of the other party which will not be unreasonably
        withheld or delayed.


     14 DEFAULT INTEREST

        Subject as otherwise provided to the contrary in this agreement,  if any
        sum due for payment  under this  agreement  or in  accordance  with this
        agreement  is not paid on the due date,  the party in default  shall pay
        Default  Interest on that sum from the due date until the date of actual
        payment calculated on a day-to-day basis.


     15 NOTICES

   15.1 Any notice or other document to be served under this agreement  shall be
        in writing and may be delivered by hand or by courier, sent by fax or by
        post  to the  party  to be  served  at its  address  appearing  in  this
        agreement  (and  marked for the  attention  of the person  whose name is
        referred  to in  sub-Clause  15.3  below) or at such other  address  (or
        marked for the  attention of such other  person) as it may have notified
        to the other  party in  accordance  with this  Clause  15. Any notice or
        other  document sent by post shall be sent by  registered  post (if both
        posted and for delivery within the same  jurisdiction)  or by registered
        airmail (if posted for delivery  outside the jurisdiction in which it is
        posted),  in either case return receipt  requested (or any substantially
        equivalent service).

   15.2 Any notice or document  delivered or sent in accordance  with sub-Clause
        15.1   shall be deemed to have been served:

        15.2.1 if delivered by hand or by courier, at the time of delivery; or

        15.2.2 if sent by fax,  at the time of delivery  if sent  between  12.01
               a.m.  and 6.00 p.m.  (local  time at the  destination)  or on the
               Business Day after transmission, if sent at any other time;

        15.2.3 if posted,  at 10.00 a.m. on the second Business Day after it was
               put  into  the  post if  posted  for  delivery  within  the  same
               jurisdiction, or at 10.00 a.m. (local time at the destination) on
               the  fifth  Business  Day after it was put in the post if sent by
               registered airmail.

   15.3 The person to whom  notices or  documents  should be  addressed  for the
        purposes of sub-Clause 15.1 is:



<PAGE>


        (a)    if to be served on the Seller or on Affiliates of the Seller:

               [     *     ]

               Fax: [     *     ]

               copy to the Company  Secretary  of Imperial  Chemical  Industries
               PLC of Imperial Chemical House, 9 Millbank, London, SW1P 3JF

               Fax: (44) 171 798 5170

        (b)    if to be served on the Purchaser:

               General Counsel
               NL Industries, Inc.
               16825 North Chase Drive
               Suite 1200
               Houston, Texas USA TX 77060

               Fax: (1) 281 423 3333

   15.4 In proving  service of a notice or  document it shall be  sufficient  to
        prove  that  delivery  was  made by  hand,  courier  or fax or that  the
        envelope  containing  the notice or document was properly  addressed and
        posted (either by registered post or by registered  airmail, as the case
        may be, in accordance with the requirements of this Clause 15).


     16 GENERAL

   16.1 Each of the  obligations,  Warranties and  undertakings  set out in this
        agreement  which is not fully  performed at Completion  will continue in
        force after Completion.

   16.2 Unless  otherwise  expressly  stated all claims made and  payments to be
        made under this agreement  shall be made in US Dollars.  Payments to the
        Seller shall be made in  immediately  available  funds to the account of
        the Seller at such account as the Seller may notify to the Purchaser and
        to the Purchaser in immediately  available  funds to such account as the
        Purchaser  may notify to the Seller.  All payments and values under this
        agreement  shall be in US  Dollars  and where an  amount  is not  itself
        calculated in US Dollars,  it shall be converted  into US Dollars at the
        mid-market  closing  exchange  rate for that  currency  in US Dollars as
        published in the London  Edition of the  Financial  Times  published two
        Business Days prior to the date on which the relevant  payment is due or
        where no such rate is published, at the rate quoted by Citibank, N.A. at
        the close of business in London on that date. This sub-Clause  shall not
        apply to Schedule 6.

   16.3 Save as  otherwise  provided  to the  contrary in this  agreement,  each
        payment to be made under this agreement shall be made in the currency in
        which the relevant  amount is payable,  free and clear of all deductions
        or  withholdings  of any kind,  except for those required by law, and if
        any deduction or withholding  must be made by law, an additional  amount
        will be paid which is necessary to ensure that the recipient  receives a
        net amount equal to the full amount which it would have  received if the
        payment had been made without the deduction or withholding.

   16.4 None of the rights or  obligations  under this agreement may be assigned
        or  transferred  without  the  written  consent of the other  party (the
        "NON-ASSIGNING  PARTY")  other than an assignment of the rights (but not
        the obligations) to an Affiliate of the assigning party provided that:

        (a)    such assignment  shall only be permitted if the assignment has no
               adverse effect on the Non-assigning Party;

<PAGE>

        (b)    if the Affiliate to which the rights have been assigned ceases to
               be an Affiliate  of the  assigning  party,  the rights which have
               been  transferred  shall be  re-transferred  to the  party  which
               originally  assigned those rights or to another Affiliate of that
               original assigning party; and

        (c)    it shall be a condition of any such  assignment  that  reasonable
               notice  is given in  writing  to the  Non-assigning  Party of the
               proposal  to  assign  (identifying  the  rights  proposed  to  be
               assigned,  the identity of the  proposed  assignee and such other
               details   relating  thereto  as  the   Non-assigning   Party  may
               reasonably require).

   16.5 Save as otherwise  provided in this agreement,  each party shall pay the
        costs and expenses  incurred by it and its Affiliates in connection with
        the entering into and completion of this agreement.

   16.6 This  agreement  may be executed in any number of  counterparts,  all of
        which taken together shall constitute one and the same agreement and any
        party may enter into this agreement by executing a counterpart.

   16.7 No amendment,  variation or waiver of this agreement or any provision of
        this agreement shall be effective  unless it is in writing  specifically
        referring to this  agreement  and duly  executed by or on behalf of both
        parties.

   16.8 Both  parties  shall at their own  expense at all times from the date of
        this  agreement  do all things as may be required to give effect to this
        agreement including,  without limitation, the execution of all deeds and
        documents,  procuring the  convening of all meetings,  the giving of all
        waivers and consents and the passing of all  resolutions  and  otherwise
        exercising all powers and rights available to them.

   16.9 The  Seller  and the  Purchaser  agree to make a timely,  effective  and
        irrevocable  election under Section 338(h)(10) of the Code and under any
        comparable  statutes  in any  other  jurisdiction  with  respect  to the
        Company (the "SECTION 338(H)(10)  ELECTION"),  and to file such election
        in  accordance  with  applicable   regulations.   Without  limiting  the
        generality  of the  foregoing,  in order to effect  such  election,  the
        Seller and the Purchaser shall jointly  execute the necessary  copies of
        IRS Form  8023 and  attachments  required  to be  filed  therewith.  The
        Section 338(h)(10)  Election shall properly reflect the Price Allocation
        (as hereinafter defined).  Within 45 days after the Completion Date, the
        Purchaser  shall  deliver to the  Seller a  statement  (the  "ALLOCATION
        STATEMENT")  allocating  the modified  ADSP (as such terms is defined in
        Treasury  Regulations Section  1.338(h)(10)-1)  (the "MODIFIED AGGREGATE
        DEEMED  SALES  PRICE") of the assets of the Company in  accordance  with
        this Agreement and the Treasury  Regulations  promulgated  under Section
        338(h)(10).

        The Seller shall have the right to review the Allocation  Statement.  If
        within 30 days after  receipt of the  Allocation  Statement,  the Seller
        notifies the  Purchaser in writing  that the  allocation  of one or more
        items  reflected  in  the  Allocation  Statement  is  not  a  reasonable
        allocation, the Purchaser and the Seller will negotiate in good faith to
        resolve such  dispute.  If the  Purchaser and the Seller fail to resolve
        such dispute within 30 days, the Independent  Accountant shall determine
        whether the  allocation  was reasonable  and, if not  reasonable,  shall
        appropriately  revise the Allocation  Statement.  If the Seller does not
        respond within 30 days, or upon  resolution of the disputed  items,  the
        allocation  reflected on the Allocation Statement (as such may have been
        adjusted)  shall be the "PRICE  ALLOCATION"  and shall be binding on the
        parties hereto.  The Seller and the Purchaser agree to act in accordance
        with the Price  Allocation in the  preparation of financial  statements,
        filing and audit of any Tax return.

<PAGE>

     17 WHOLE AGREEMENT

   17.1 Subject  to  sub-Clause  17.2  below,  this  agreement,   the  Framework
        Agreement  and the  Implementation  Agreements  (if and  when  executed)
        contain the whole  agreement  between  the parties and their  respective
        Affiliates  relating to the transactions  contemplated by this agreement
        and the Implementation  Agreements and supersede all previous agreements
        between  the parties and their  respective  Affiliates  relating to such
        transactions.

   17.2 A provision in another  agreement  between the parties to this agreement
        or between  the  respective  parent  undertakings  of the  parties  (and
        whether made before or after the date of this agreement) which refers to
        this  agreement and which extends or  supplements  any provision in this
        agreement  will be deemed for the purposes of  sub-Clause  17.1 above to
        form part of the whole  agreement  between the parties as referred to in
        that sub-Clause.

   17.3 Each of the parties to this agreement acknowledges on its own behalf and
        on behalf of each of its Affiliates that, in agreeing to enter into this
        agreement and the  Implementation  Agreements,  it has not relied on any
        representation, warranty, collateral contract or other assurance (except
        those set out in this  agreement)  and waives  all  rights and  remedies
        which,  but for this  sub-Clause,  might otherwise be available to it in
        respect of any such  representation,  warranty,  collateral  contract or
        other  assurance,  provided  that  nothing in this Clause shall limit or
        exclude any liability for fraud.


     18 GOVERNING LAW

        This agreement is governed by and shall be construed in accordance  with
        English law.


     19 JURISDICTION

   19.1 The  parties  agree,  subject  to  sub-Clause  19.2,  to  submit  to the
        exclusive  jurisdiction  of the courts of the State of Delaware  for all
        purposes relating to this agreement.

   19.2 If the courts of the State of Delaware decline jurisdiction, the English
        courts shall have exclusive  jurisdiction  for all purposes  relating to
        this agreement.

   19.3 In both sub-Clauses  19.1 and 19.2,  neither party shall take any action
        to avoid,  dispute or suggest  to such court that such  jurisdiction  is
        improper.

   19.3 If the English  courts have  jurisdiction,  ICI American  Holdings  Inc.
        irrevocably  appoints  Imperial  Chemical  Industries  PLC  of  Imperial
        Chemical House 9, Millbank,  London SW1P 3JF as its agent for process in
        England and the Purchaser  irrevocably  appoints Herbert Smith (Ref 554)
        of Exchange House,  Primrose Street,  London,  EC2A 2HS as its agent for
        process in England.

        AS  WITNESS  the  hands of the duly  authorised  representatives  of the
        parties on the date which first appears on page 1.




<PAGE>






                                       SCHEDULE 1
                               PARTICULARS OF THE COMPANY




          Date and Place of
          Incorporation:             11 August 1971, Dover, Delaware, USA

          Registered Office:         2001 Butterfield Road, Suite 601,
                                     Downers Grove,
                                     IL 60515 USA

          Authorised Share Capital:  11,000 Common stock of US$1 par value

          Shareholders and Issued    10,750 Shares of US$1 each owned by
          Share Capital:             ICI American Holdings Inc.

          Directors:                 J.A. Collingwood
                                     G. Gauthier
                                     R. Lachance

          Secretary:                 R. Lachance





<PAGE>



                                       SCHEDULE 2
                                        PROPERTY
                                       (CLAUSE 1)
                                         PART I





        ADDRESS                               ESTATE OR INTEREST           USE
        2001 Butterfield Road,                Leasehold                  Offices
        Suite 601, Downers Grove
        Illinois 1660515



                                        PART II

        On  Completion,  the Seller  shall  deliver to the  Purchaser  all title
        documentation  (and other  documentation  disclosed to the Purchaser) in
        connection with the Property.




<PAGE>



                                      SCHEDULE 3.1
                        WARRANTIES WITH RESPECT TO THE BUSINESS
                              AND TO THE SALE SHARES ONLY


                                       A. GENERAL



    A.1 CAPACITY AND CONDUCT OF BUSINESS

    (1) The Seller (and each of its Affiliates in respect of the  Implementation
        Agreements  to which  they are  parties)  has the  requisite  power  and
        authority to enter into and to (otherwise as provided in this agreement)
        perform this agreement and such Implementation Agreements.

    (2) The Seller (and each of its Affiliates, in respect of the Implementation
        Agreements  to which they are parties) has  obtained and  satisfied  all
        corporate,  regulatory and other  approvals,  and any other  conditions,
        necessary  to execute and  (otherwise  as  provided  in this  agreement)
        perform this agreement and the Implementation Agreements.

    (3) This  agreement and the  Implementation  Agreements  constitute (or when
        executed will  constitute)  valid and binding  obligations of the Seller
        (and each of its Affiliates in respect of the Implementation  Agreements
        to which they are parties) enforceable in accordance with their terms.

    (4) The execution  and  compliance  with the terms of this  agreement by the
        Seller and the Implementation Agreements by the Seller or its Affiliates
        (as appropriate) will:

               (a) not constitute a breach of any material contract to which the
                   Seller (or any of its  Affiliates)  is a party or by which it
                   or they are bound or entitle any person to terminate or avoid
                   any such agreement or contract;

               (b) be  in  compliance   with  the  Seller's  and  the  Company's
                   memorandum    and   articles   of    association   or   other
                   constitutional documents (or those of any of its Affiliates);

               (c) not contravene:

                   (i)  any order, judgment or decree; or

                   (ii) any statute, rule or regulation;

                   (iii)any other  restriction  of any kind by which the  Seller
                        or any of its Affiliates or the Company is bound; or

               (d) not result in the loss or  impairment of or any default under
                   any licence, authorisation or consent required by the Company
                   for the purposes of its business.

    (5) All factual  information  contained  in this  agreement  relating to the
        Company is true and accurate in all material respects.

    (6) There are no  outstanding  powers of attorney  executed on behalf of the
        Company.


    A.2 THE COMPANY

    (1) The  information  relating  to the  Company  contained  in Schedule 1 is
        true and accurate.

    (2) Compliance has been made with all legal  requirements in connection with
        the  formation  of the  Company  and all  issues  and  grants of shares,
        debentures or other securities of the Company.

<PAGE>


    A.3 OWNERSHIP OF THE SALE SHARES

    (1) The Seller is the sole legal and  beneficial  owner of the Sale  Shares.
        The Sale  Shares  constitute  the  entire  issued  share  capital of the
        Company.

    (2) The Seller is  entitled  to sell and  procure  the  transfer of the full
        legal  and  beneficial  ownership  in the  Sale  Shares  free  from  any
        encumbrance,  equity  or  third  party  right  of  any  kind  or  nature
        whatsoever,  from any  agreement  or contract to grant the same and from
        any claim to any of the same.

    (3) The Sale  Shares  are fully  paid up or  credited  as fully  paid up and
        constitute  the whole of the issued and allotted  share capital owned by
        the Seller in the Company.

    (4) No agreement  or contract  has been  entered into which  requires or may
        require the Company to allot or issue any share or loan  capital and the
        Company has not allotted or issued any securities  which are convertible
        into share or loan  capital and there are no voting  trusts,  proxies or
        other  agreements  or  understandings  with respect to the voting of the
        Sale Shares.


    A.4 SUBSIDIARIES

    (1) The Company is not the holder or beneficial  owner of (nor has agreed to
        acquire) any class of any shares or loan capital or other  securities of
        any other  corporation  (whether  incorporated  in the United  States of
        America or elsewhere).

    (2) Other than with  respect to its  interest in LPC, the Company is not and
        has  not  agreed  to  become  a  member  of  any  partnership  or  other
        unincorporated  association,  joint  venture or  consortium  (other than
        recognised trade associations).

    (3) The  Company   does  not  have  any  place  of  business  or   permanent
        establishment   (as  that  expression  is  defined  in  double  taxation
        conventions) outside the United States of America.


    A.5 OWNERSHIP OF ASSETS

    (1) Except  for the LPC  Interests  and those  assets  that are  leased  (as
        described  in the  Disclosure  Letter)  the  Company  has full legal and
        beneficial  title  to  all  assets  (whether   tangible  or  intangible)
        reflected in the US Financial  Information  (save for current assets and
        fixed  assets  worth  less  than  US$100,000,  both as  defined  for the
        purposes of the US Financial Information,  disposed of by the Company in
        the Ordinary  Course of its Business  since 28 February 1998) and to all
        assets acquired by the Company since 28 February 1998.

    (2) None of the  Assets is subject to any  encumbrance  (including,  without
        limitation,  any debenture,  mortgage, charge, lien (other than any such
        lien  arising  by  operation  of law or by  statute),  deposit by way of
        security,  bill of sale,  option or right of  pre-emption)  except those
        that arise in the Ordinary Course of Business and do not have a material
        adverse  effect  on the  Business.  All  significant  items of Plant and
        Equipment  have been  regularly  and  adequately  maintained  where such
        maintenance  is normally  required and are in  reasonable  working order
        having  regard to their age and use and taken as a whole are  capable of
        operating the Business fully and effectively as conducted by the Company
        prior to Completion.

    (3) Save for  fluctuations  and  variations in Stock due to normal  business
        factors including,  without limitation,  production schedules and market
        demand  (including  seasonal  factors  affecting the same) the Stocks in
        aggregate comprise broadly the same mix of products as has been required
        and has been maintained at levels  sufficient to meet the level of sales
        of the  Business for the last four  quarters.  The Stock is owned by the
        Company free and clear of all liens,  claims,  charges and  encumbrances
        other than any such liens arising by operation of law or by statute. The
        Stock is located at the  Property  and as  disclosed  in the  Disclosure
        Letter.

<PAGE>


    (4) The  Company  owns or has the right to use all the  property  rights and
        assets  necessary for the Company to carry on fully and  effectively the
        Business  in the  manner  and to the  extent  to which  it is  presently
        conducted.

    (5) The  Business  Data taking into  account the time,  purpose,  nature and
        context in which it was prepared is in all material respects a bona fide
        and  accurate  record  and  in  the  Seller's  opinion  is  collectively
        sufficient for the purposes of conducting the Company's  business in the
        Ordinary  Course  of  Business.  The  Business  Data  and the  Company's
        information,  and the means of access to them, are exclusively  owned by
        it and under its direct control or are under its authority.

    (6) The  Disclosure   Letter  contains  details  of  the  current  insurance
        arrangements applicable to the Business.  Those arrangements are in full
        force and effect,  all  premiums  have been duly paid and, so far as the
        Seller is aware, nothing has been done or omitted to be done which would
        make any policy of insurance  of the Company void or voidable.  There is
        no claim outstanding under any such arrangement.


    A.6 COMPLIANCE WITH STATUTES

        The Company has complied  with all  applicable  laws  (including  rules,
        regulations  both  having  the  force  of law,  injunctions,  judgments,
        orders,  decrees,  rulings, and charges thereunder) of national,  local,
        and foreign governments (and all agencies thereof), and no action, suit,
        proceeding, hearing, investigation, charge, claim, demand, or notice has
        been filed or commenced  against the Company  alleging any failure so to
        comply.


    A.7 LICENCES AND CONSENTS

        The Company has all Permits  necessary to own and operate its Assets and
        to carry on the  Business  in the manner in which such  business  is now
        carried  on. All such  Permits  are valid and  subsisting  and have been
        complied  with in all material  respects.  The Company has paid all fees
        due under the same. A list of material  Permits has been  disclosed  and
        identified  in the  Disclosure  Letter  and the  list  identifies  those
        material  Permits which allow for  revocation on a change in controlling
        shareholder.


    A.8 LITIGATION

    (1) The Company is not engaged in any litigation or arbitration  proceedings
        except as plaintiff for  collection  of debts in the Ordinary  Course of
        Business which is likely to involve the Company  claiming or paying sums
        in excess of US$100,000 or which  otherwise will have a material  effect
        on the  operation  of the Company and the Business and there are no such
        proceedings pending and no letter before action has been received by the
        Company and so far as the Seller is aware  there are no facts  likely to
        give rise to any such  proceedings.  The  Seller  has  disclosed  in the
        Disclosure Letter a list (which is complete and accurate in all material
        respects)  which includes a description of each pending law suit,  claim
        (including    customer    complaints),    administrative    proceedings,
        arbitration,  labour dispute or governmental investigation or inspection
        to  which  the  Company  is a party or  involves  the  operation  of the
        Business or involves the Sale Shares and in each case which is likely to
        involve the Company claiming or paying sums in excess of US$100,000. The
        Seller has disclosed  all material  (individually  or in the  aggregate)
        product liability claims received by the Company or by the Seller during
        the last  three  years.  There  are no  orders,  decrees,  judgments  or
        agreements with any Court or governmental authority to which the Company
        or the  Seller  (on  behalf of the  Company)  is a party or by which the
        Company or the Seller or the Sale Shares are bound and which will have a
        material effect on the operation of the Company and its business.


<PAGE>

    (2) No  administrator,  receiver  or  administrative  receiver  or any other
        equivalent  officer has been  appointed  in respect of the Company or in
        respect of any parts of the assets or undertakings of the Company.

    (3) No petition has been  presented,  no order has been made,  no resolution
        has been passed and no meeting has been  convened for the  winding-up of
        the Company or for an administration order to be made in relation to the
        Company nor has any such order been made.

    (4) No  voluntary  arrangement  has  been  approved  and  no  compromise  or
        arrangement  has been  sanctioned in respect of the Company  pursuant to
        any applicable bankruptcy or insolvency legislation.

    (5) The Company has not become unable to pay its debts.

    (6) No distress,  distraint,  charging order,  garnishee order, execution or
        other  process has been levied or applied for in respect of the whole or
        any  part  of any of the  property,  assets  and/or  undertaking  of the
        Company.


    A.9 ENVIRONMENTAL MATTERS

    (1) Environmental Authorisations

               (a) The  Company  has   lawfully   obtained   all   Environmental
                   Authorisations  and each such  authorisation is in full force
                   and effect and the Company has complied at all times with and
                   can continue to comply in the future with all  conditions  of
                   such authorisations.

               (b) No works or  costs  are or will be  necessary  to  obtain  or
                   secure compliance with or maintain any existing Environmental
                   Authorisations  or their  conditions  or  otherwise to comply
                   with Environmental Laws.

               (c) The Company  has  received  no  communication  in any form in
                   respect of any Environmental Authorisation varying, modifying
                   in any material respect,  revoking,  suspending or cancelling
                   the same or indicating an intention or  threatening  so to do
                   and there  are no facts or  circumstances  which  the  Seller
                   knows or ought  reasonably  to know which will  result in any
                   Environmental   Authorisation  being  so  varied,   modified,
                   revoked, suspended or which may prejudice their renewal.

               (d) The Seller or the Company has taken all  necessary  action in
                   connection with the renewal or extension of all Environmental
                   Authorisations.

               (e) The  Company is not  engaged in and,  so far as the Seller is
                   aware,  there are no facts which make it likely or  desirable
                   that it should be  engaged  in any  appeal in  respect of any
                   Environmental   Authorisation  or  any  conditions  contained
                   therein or any refusal of any Environmental Authorisation.

               (f) So far as the Seller is aware or ought to be aware,  there is
                   no reason  (other than reasons  relating to the  Purchaser or
                   its   Affiliates)   to  believe   that  those   Environmental
                   Authorisations which have been applied for but which have not
                   yet been granted or are pending will not be granted  within a
                   reasonable  period of time and on terms which are  acceptable
                   in order for the  Company to continue  its  current  business
                   operations.

               (g) So far as the  Seller  is aware or  ought  to be  aware,  the
                   execution and/or  performance of this agreement and all other
                   documents  which are to be  executed at  Completion  will not
                   result  in any  Environmental  Authorisations  being  varied,
                   modified, revoked, suspended, cancelled or not renewed, other
                   than for reasons relating to the Purchaser or its Affiliates.

<PAGE>


    (2) Compliance with Environmental Laws

               (a) The Company,  in relation to the  Business,  is in compliance
                   with Environmental Laws and the state and use of the Property
                   have been at all times in conformity with Environmental Laws.

               (b) The Company,  in relation to the  Business,  has not received
                   any  communication  in any form from any competent  authority
                   requiring  the taking of  remedial or other steps in relation
                   to the  pollution or  protection  of the  Environment  or the
                   state or use of the Property.  So far as the Seller is aware,
                   there  are no  circumstances  which  might  give rise to such
                   communications  being received and the Seller is not aware of
                   any intention on the part of any such  authority to give such
                   notice.

               (c) In relation to the Business,  no proceedings or other action,
                   claim or  investigation  are or have been in  existence or so
                   far as the Seller is aware pending or threatened  against the
                   Company  arising  from or in  relation  to any  Environmental
                   Authorisations or otherwise concerning Environmental Laws.

    (3) Liability

               (a) The Company or the Seller,  in relation to the Business,  has
                   not received  any notice or  intimation  of any  complaint or
                   claim from any person in respect of any matter concerning the
                   Environment.

               (b) The Company or the Seller,  in relation to the Business,  are
                   not and have  not been  engaged  in any  action,  litigation,
                   arbitration or dispute resolution  proceedings relating to or
                   concerning   any   actual  or   potential   liability   under
                   Environmental  Laws and the  Seller  is not aware of any such
                   matters pending or being  threatened or of any  circumstances
                   or facts likely to give rise to any such matters.

               (c) The Company or the Seller,  in relation to the Business,  are
                   not and have not been  subject to any  injunction  or similar
                   remedy or order by a court of competent  jurisdiction,  or to
                   any  undertakings  given  to such  court  in  respect  of any
                   matters relating to or concerning the Environment.

    (4) As far as the  Seller is aware,  there has not been in  relation  to the
        Business  in the last  three  years any  adverse  report,  complaint  or
        investigation  or any  prosecution,  formal  caution or warning  for any
        violation  of any  applicable  laws or  regulations  relating to health,
        safety and the environment.


   A.10 DATA ROOM DOCUMENTS

        (1)    Save as disclosed in Schedule 6 of the Disclosure  Letter, so far
               as the Seller is aware, each licence,  permit, contract, list and
               report set out in Annex 6 and  disclosed  in the Data  Room,  and
               identified  on Annex 6 by reference to the  reference  number set
               out in the Data Room Index annexed to the Disclosure Letter:

               (a) other than where redacted, is a true copy of the original;

               (b) is the latest version thereof;

               (c) is complete; and

               (d) has not  been  altered,  amended  or  varied  since  the date
                   thereon.

<PAGE>


        (2)    To the extent that any note,  summary or response to questions of
               or in respect of the  documents set out in Annex 6 referred to in
               sub-Paragraph  A.10(1)  contains any expression of opinion of the
               ICI Group (not  including  the  opinion of third  parties),  such
               opinion  reflects  the  current  reasonably  held  opinion of its
               author  given in good faith  taking into  account the  respective
               author's knowledge and understanding.


                              B. US FINANCIAL INFORMATION

    (1) The US Financial  Information  relating to the Business has been derived
        from the books of the  Company,  which  books  have been  regularly  and
        consistently kept and maintained using ICI's normal accounting  policies
        and  practices as set out or referred to in ICI's  Controller's  Manuals
        (and the policies  contained in these Manuals are in accordance  with UK
        GAAP) as applied  by the  relevant  business  on a  consistent  basis in
        accordance  with UK GAAP and, on such basis,  represents  the assets and
        liabilities of the Business as at 28 February 1998.

    (2) The US Financial  Information relating to the Business fairly represents
        the matters presented therein. Since 28 February 1998 there has been:

        (a)    no  material  change in any  accounting  or  inventory  valuation
               methods used by the Company in connection with the Assets;

        (b)    no upward revaluations of existing Stocks; and

        (c)    no material adverse change in the Business or financial condition
               of the  Company,  which for this  purpose  shall not  include the
               inherently  cyclical nature of the titanium  dioxide  industry or
               general economic conditions.

    (3) Since [DATE OF FRAMEWORK AGREEMENT] 1998:

               (i) the Company has not sold,  leased,  transferred,  or assigned
                   any of its assets,  tangible or intangible,  other than for a
                   fair consideration in the Ordinary Course of Business;

               (ii)the  Company has not entered  into any  agreement,  contract,
                   lease,   or  licence   (or  series  of  related   agreements,
                   contracts,  leases and licences)  either  involving more than
                   US$1,000,000 within a 12 month period or outside the Ordinary
                   Course of Business;

               (iii) no party  (including any of the Company's  Affiliates)  has
                   accelerated,   terminated,   modified,   or   cancelled   any
                   agreement,  contract, lease, or licence (or series of related
                   agreements,  contracts,  leases, and licences) involving more
                   than US$250,000 within a 12 month period to which the Company
                   is a party or is bound;

               (iv)the Company has not  imposed or  permitted  another to impose
                   any  encumbrance   upon  any  of  its  assets,   tangible  or
                   intangible  other than those  arising by  operation of law or
                   statute;

               (v) the Company has not made any capital  expenditure  (or series
                   of related capital  expenditures)  either involving more than
                   US$250,000 or outside the Ordinary Course of Business;

               (vi)the Company has not made any capital  investment in, any loan
                   to, or any  acquisition  of the  securities or assets of, any
                   other person (or series of related capital investments, loans
                   and  acquisitions)  either  involving more than US$250,000 or
                   outside the Ordinary Course of Business;

<PAGE>


               (vii) other than to Affiliates of the Seller, the Company has not
                   issued any note,  bond,  or other debt  security  or created,
                   incurred,   assumed,   or  guaranteed  any  indebtedness  for
                   borrowed  money  or  capitalised   lease  obligation   either
                   involving more than US$250,000  singly or US$2,500,000 in the
                   aggregate;

               (viii) the Company has not  delayed or  postponed  the payment of
                   accounts  payable  and other  liabilities  other  than in the
                   Ordinary Course of Business;

               (ix)the  Company  has  not  cancelled,  compromised,  waived,  or
                   released any right or claim (or series of related  rights and
                   claims) either involving more than US$250,000;

               (x) the Company has not granted any licence or  sublicence of any
                   rights under or with respect to any Intellectual Property;

               (xi)there  has  been  no  change  made  or   authorised   in  the
                   constitutional documents of the Company;

               (xii) the Company has not issued,  sold, or otherwise disposed of
                   any of its capital stock,  or granted any options,  warrants,
                   or  other  rights  to  purchase  or  obtain  (including  upon
                   conversion, exchange, or exercise) any of its capital stock;

               (xiii) the  Company  has not  declared,  set  aside,  or paid any
                   dividend or made any distribution with respect to its capital
                   stock (whether in cash or in kind) or redeemed, purchased, or
                   otherwise acquired any of its capital stock;

               (xiv) the Company has not experienced any damage, destruction, or
                   loss  (whether or not covered by  insurance)  to its property
                   involving sums in excess of US$250,000;

               (xv)     the  Company  has  not  made  or  pledged  to  make  any
                   charitable   contribution  outside  the  Ordinary  Course  of
                   Business;

               (xvi) the Company has not committed to any of the foregoing.


                               C. ANTI-COMPETITIVE ARRANGEMENTS

        The  Company  or the  Seller,  in  relation  to the  Business,  have not
        received  in the last 3 years  any  process,  notice  or  communication,
        formal or informal,  from any anti-trust regulatory authority,  relating
        to any aspect of the Business,  which  alleges any illegal  practices in
        relation  to the  Business  and so far as the  Seller  is  aware no such
        process, notice or communication is likely to be received.


                                 D. MATERIAL CONTRACTS

    (1) Particulars  of all  Material  Contracts  are annexed to the  Disclosure
        Letter.

    (2) The Company is not in breach of, or default  under,  any of the Material
        Contracts or any other  Contracts the  consequence of which would or may
        have a material  adverse effect on the Company and, so far as the Seller
        is aware, no state of facts exists or event has occurred,  is pending or
        is  threatened  which  after  the  giving of notice or the lapse of time
        would or may constitute or result in a breach or a default by the Seller
        or by the Company or any other person, firm, corporation or entity of or
        in  relation  to any  contract  the  consequences  of which would have a
        material effect on the operation of the Business. All Material Contracts
        are  legal,  valid  and  binding  obligations  of the  Company  and  are
        enforceable in accordance with their terms.

<PAGE>

                                      E. EMPLOYEES

    (1) Particulars  of the material  terms of  employment  of all Employees and
        officers of the Company  are annexed to the  Disclosure  Letter and such
        particulars are true, complete and accurate.

    (2) No Employee  has given to the  Company and the Company has not  received
        from any Employee, nor has the Company given to any Employee,  notice of
        termination of any such Employee's employment.

    (3) Standard  form  consultancy  agreements,   agency  or  self-employed  or
        contracted  labour  agreements  or  contracts  where  sums in  excess of
        US$75,000  per annum are paid or are  payable by the  Company  have been
        disclosed in the Disclosure Letter.

    (4) So far as the Seller is aware, there is no material industrial action by
        the Employees  pending or threatened in relation to the Business nor has
        there been within the last 12 months.

    (5) Particulars  of all loans  made by the  Company to  Employees  and which
        shall remain  outstanding at Completion,  together with sums owed by the
        Company to any Employee (other than  remuneration and other  contractual
        or customary benefits) are disclosed in the Disclosure Letter.

    (6) No Employee of Grade 37 or above previously  employed by the Company has
        a right to return to work or any right to be reinstated or re-engaged by
        the Company, whether under statute or otherwise.

    (7) No Employees  previously  employed by the Company have a right to return
        to work or any right to be  reinstated  or  re-engaged  by the  Company,
        whether under statute or otherwise.

    (8) In relation to the  Employees,  there are no existing nor, so far as the
        Seller is aware,  threatened  arbitration  procedures  arising out of or
        under any union  recognition  or works  council  agreement  covering the
        Employees nor, so far as the Seller is aware,  does any basis  therefore
        exist  nor has the  Seller  or the  Company  received  any  request  for
        recognition  or   representation   by  any  trade  union  not  currently
        recognised at the Property.

    (9) The Company has complied in all  material  respects  with all  statutes,
        regulations,  orders and codes of conduct  relating  to  employment  and
        relations  with  Employees and trade unions and has  maintained  records
        required by law regarding the service of each of its Employees.

   (10) The  Disclosure  Letter  contains a list of  Employees  at the  Property
        together with a list of Employees below Grade 37 and a list of Employees
        above Grade 37. The Disclosure  Letter also contains a list of Employees
        of the Company who are employed at locations other than at the Property.

   (11) So far as the Seller is aware here are no material complaints,  disputes
        or grievances pending or threatened against the Company of any nature in
        relation to its Employees or former Employees.

   (12) All of the Employees are employed by the Company.

   (13) The Company has discharged  such  obligations to Employees in respect of
        salaries, wages, commissions, bonuses, overtime pay and holidays as have
        accrued and become payable to Employees in accordance with the Company's
        normal pay policies, including the normal timing of such payments, as at
        the date hereof.

        For the purposes of this Part E, "GRADE 37" refers to a particular grade
        of employee, as determined by the Company,  using the Hay-MSL evaluation
        system.

<PAGE>

                                      F. PENSIONS

        In this Part F, "SCHEME  DOCUMENTS" means the documents  relating to the
        Scheme identified in the Disclosure Letter.

    (1) Except  pursuant  to the Scheme,  the Company has not paid,  provided or
        contributed  towards,  and is not under any  obligation  (whether or not
        legally  enforceable) to pay, provide or contribute towards any relevant
        benefit  payable on death or retirement for or in respect of any present
        or past officer or employee (or any spouse, child or dependant of any of
        them) of the Company.

    (2) The Scheme  Documents  comprise all the  documents  governing the Scheme
        including financial  statements for the preceding period of three years,
        all explanatory  booklets and announcements to the Employees  describing
        the terms of the Scheme  (other  than  routine  benefit  statements)  of
        current effect and full  particulars  of any  enhancement of benefit and
        contributions  payable  to the  Scheme  and  there is no  obligation  to
        provide or  continue  to provide  benefits  in respect of  Employees  or
        former Employees of the Company under the Schemes other than as revealed
        in the Scheme Documents.

    (3) The Scheme has been registered as required under applicable legislation.

    (4) The Scheme has at all times complied with the provisions of all relevant
        statutes,  regulations and  requirements  and have been  administered in
        accordance with the trusts, powers and provisions of the Scheme and with
        due regard to the general  requirements of trust law and the advisers to
        the Scheme have not had and do not have any cause to report any matter.

    (5) The Company has complied in all material  respects with its  obligations
        under the Scheme and all  amounts due to be paid to the Scheme by it and
        its Employees have been paid.

    (6) There are no claims or actions in progress, pending or threatened (other
        than routine claims for benefits)  against the trustees of the Scheme or
        the  Company  about  benefits  payable  under the  Scheme in  respect of
        Employees or former Employees of the Company.

    (7) All  information  of a factual nature made available to the Purchaser or
        its advisers in  connection  with the Scheme is true and accurate in all
        material respects and there is no omission therefrom.

    (8) No proposal has been  announced to alter or  discontinue  the Scheme nor
        has  any  proposal  which  is  legally  enforceable  been  announced  to
        establish any retirement,  death or disability  agreement or arrangement
        of the nature referred to in paragraph (1) above in respect of Employees
        which proposal remains outstanding and has not been implemented.

    (9) There is no amount which is due to the trustees of the Scheme.


                                      G. PROPERTY

    (1) The  Property  constitutes  all of the  freehold or  leasehold  or other
        immovable  property  currently  owned by the  Company  or in  which  the
        Company has an ownership interest.

    (2) The  particulars  of the Property  shown in Schedule 2 (including in the
        case of immovable property registration  particulars) are true, complete
        and correct.  The use of the Property for the purpose stated in Schedule
        2  corresponds  to the use to  which  it is in fact  put or  (where  the
        Property  is not  presently  in use) to the use to  which it was last in
        fact put.

    (3) The  leasehold  interest  relating to the Property is held pursuant to a
        valid and binding lease.

    (4) The  Company  does not require  the use and is not in  occupation  of or
        entitled to any estate or  interest  in any land or premises  other than
        the Property. The Company is in exclusive occupation of the whole of the
        Property and on Completion shall be in exclusive occupation of the whole
        of the Property.

<PAGE>


    (5) The Property is not affected by any of the following matters:

               (a) any easement, reservation, covenant, restriction,  agreement,
                   licence,  franchise,  mortgage, charge, encumbrance, or third
                   party right;

               (b) any notice, order, proposal, dispute or complaint relating to
                   it or its  present  use  under  any  legislation,  agreement,
                   covenant, condition, licence or consent; or

               (c) outgoings (other than uniform  business rates,  water charges
                   and other  standard  payments to the relevant  water  company
                   including,  without limitation,  insurance premiums and other
                   usual business expenses), whether of a periodically recurring
                   nature  or  otherwise  and  whether  payable  by the owner or
                   occupier of the relevant property.

    (6) All obligations,  restrictions,  conditions and covenants (including any
        imposed by or pursuant  to any lease but  excluding  any  referred to in
        paragraph  A.9 above)  affecting  the  Property  have been  observed and
        performed  so far as the  Seller is aware  and  there are no  subsisting
        allegations  of a breach of any thereof  relating to the Property or its
        present  use  under any  legislation,  agreement,  covenant,  condition,
        licence or consent  other than those  referred to in paragraph A.9 or so
        far as the  Seller is aware any  circumstance  which  might give rise to
        such a breach.

    (7) The Property is in a good and substantial  state of repair and condition
        and fit for the purposes for which it is presently  used and the Company
        has not used in the  Property  any  substances  not in  conformity  with
        relevant  standards or codes of practice or which are generally known to
        be deleterious  to health and safety and there are no uncompleted  works
        of any description at the Property other than routine maintenance.

    (8) There are no subsisting allegations that the use of the Property for the
        purpose  stated  in  Schedule  2 is not  the  permitted  use  under  the
        provisions of all relevant legislation.

    (9) The Company has no liabilities or contingent  liabilities (but excluding
        any  matters  referred  to in  paragraph  A.9  above) in  respect of any
        properties  (other than the Property) (or any interest  therein) whether
        by privity of contract or by way of guarantee or surety or otherwise.

   (10) The  Property  has the benefit of all  rights,  easements  and  consents
        required  for the  occupation  and  operation  of the  Property  for its
        present  use and any plant,  machinery  and  processes  thereat and such
        rights,  easements and consents are enjoyed on terms which do not permit
        them to be determined by any third party or by effluxion of time.

   (11) There are no  outstanding  liabilities  to make  payments  in respect of
        rates,  water  charges,  or any other charges  payable in respect of the
        Property  to  any  governmental,   state,  municipal  or  other  similar
        authority.


                                H. INTELLECTUAL PROPERTY

    (1) The rights licensed to the Company  pursuant to the US Name Agreement in
        combination  with  all  rights  owned  by the  Company  in  Intellectual
        Property  constitutes all the  Intellectual  Property  necessary for the
        conduct of the Business by the Company as now conducted.

<PAGE>

    (2) The Seller does not have actual notice of any  infringement by others or
        of attacks on the  validity  or  enforceability  of or on the  Company's
        title to any Material  Intellectual  Property used in the Business.  The
        Disclosure   Letter   identifies  all  patents,   patent   applications,
        registrations   and   applications   for  registration  of  Intellectual
        Property,  all Material  unregistered  trademarks,  service marks, trade
        names and copyrights  owned by the Company.  "MATERIAL" in this Warranty
        H(2) means  Intellectual  Property  the  absence  of which  would have a
        significant negative impact on either (a) the revenue attributable to or
        derived from the  Intellectual  Property or (b) otherwise on the conduct
        of the Company's  business.  The Disclosure  Letter also  identifies the
        status  of the  relevant  patents  and,  so far as the  Seller is aware,
        whether or not such patents are currently being opposed.

    (3) The Disclosure Letter identifies all information  technology used by the
        Company  which is defined in the  Disclosure  Letter as being  "MATERIAL
        INFORMATION TECHNOLOGY".

    (4) The Seller does not have actual  knowledge and has not received  written
        notification   that  the   activities  of  the  Business   infringe  the
        Intellectual   Property  of  any  third  party  (the  Seller  having  no
        obligation to conduct  investigations  in relation to any such potential
        infringement).

    (5) So far as the  Seller  is  aware  or ought  to be  aware,  all  Material
        agreements relating to Intellectual  Property and Technical  Information
        to which the  Seller is a party and  which  relate to the  Business  are
        listed in the Disclosure Letter.  "MATERIAL" in this Warranty H(5) means
        agreements relating to Intellectual  Property the absence of which would
        have  a   significant   negative   impact  on  either  (a)  the  revenue
        attributable  to or  derived  from  the  Intellectual  Property  or  (b)
        otherwise on the conduct of the Company's business.

    (6) All  Intellectual  Property  material  to the  conduct  of the  Business
        immediately  prior to  Completion  will be owned or available for use by
        the  Company  immediately  after  Completion.  For the  purposes of this
        Warranty H (6), material has the same meaning as in Warranty H (2).


                                   I. BROKERS

        Neither the Seller nor the Company has employed any  investment  banker,
        broker or finder or  incurred  any  liability  for any  brokerage  fees,
        commissions,  finders fees or similar  payments in  connection  with the
        transactions contemplated by this agreement for which the Purchaser, the
        Purchaser's Affiliates, LPC or the Company may be liable.


                                    J. TAXATION

    (1) Tax Returns, disputes, records and claims etc.

               (a) The Company has timely filed all proper  returns  required to
                   be made for any  Taxation  purpose and has supplied or caused
                   to be supplied all information required by law to be supplied
                   to any revenue authority.

               (b) There is no dispute or  disagreement  (not including  routine
                   queries  relating  to the  Taxation  returns of the  Company)
                   outstanding  at the date of this  Agreement  with any revenue
                   authority  regarding  the  proper  method  of  computing  the
                   profits  of the  Company  (or any  part  of it) for  Taxation
                   purposes or the proper  treatment of any supplies of goods or
                   services  made (or  treated  as made)  by the  Company  or in
                   respect  of  any  other  Taxation  matter  and  there  are no
                   circumstances  of which  the  Seller is aware  which  make it
                   likely that any such dispute or  disagreement  will commence.
                   Without  prejudice to the generality of the foregoing,  there
                   is no current  investigation being undertaken by any Taxation
                   authority  and,  so far as the Seller is aware,  there are no
                   existing  circumstances which make it likely, in the event of
                   such an  investigation  taking place,  that a liability  will
                   arise.  There  are no liens  for Tax upon the  Assets  of the
                   Company, except liens for current Tax not yet due.

<PAGE>

               (c) The amount of Taxation  chargeable on the Company  during any
                   accounting  period  ending  on or  within  six  years  before
                   Completion  has not to any  material  extent  depended on any
                   concession,   agreement,   dispensation   or   other   formal
                   arrangement with any revenue authority in circumstances where
                   either:

                   (i) the   availability  of  any  such   arrangement  will  be
                       prejudiced  as a result of the  change of  control of the
                       Company resulting from this agreement; or

                   (ii)the  Company has not acted in  accordance  with the terms
                       of the arrangement in question.

               (d) The Company has made all  Taxation  claims,  disclaimers  and
                   elections  and taken all other  action the making or doing of
                   which was  assumed  to have been made for the  purpose of the
                   Taxation provisions in the Accounts.

    (2) Duties etc.

        All customs duties and sales and goods and services taxes payable to any
        revenue  authority upon the  importation of any of the Company's  assets
        and all excise duties payable to any revenue authority in respect of any
        of these  assets  have  been paid in full,  and none of these  assets is
        liable to confiscation or forfeiture or subject to a Tax lien except for
        liens for current Tax not yet due (whether by virtue of  non-payment  or
        underpayment of any Taxation or duty or by virtue of non-compliance with
        any  legislation  or  regulation  relating  to any  Taxation  or duty or
        otherwise howsoever).

    (3) Contracts

        In  relation to the  Business,  no  contracts  to which the Company is a
        party and no obligation to any present or former  director,  employee or
        officer  involve any future  liabilities  of a revenue nature which when
        incurred will not be  deductible  in computing  profits for Tax purposes
        otherwise  than as a result  of any  future  changes  in the law or as a
        result of any voluntary act after  Completion of the Purchaser or of the
        Company outside the Ordinary Course of Business of the Company.

    (4) Distributions and payments

        In relation to the  Business,  the Company  has  deducted  and  properly
        operated and  accounted to the  appropriate  revenue  authority  for all
        amounts which it has been obliged to deduct in respect of Taxation.

    (5) Employee benefits

               (a) The Company has made all required deductions and withholdings
                   from all payments made, or treated as made, to its directors,
                   Employees  or  officers  or former  directors,  Employees  or
                   officers or any person  required  to be treated as such,  and
                   accounting  to the taxation  authorities  for all Taxation so
                   deducted  and for all Taxation  chargeable  on the Company on
                   benefits  provided for its directors,  Employees or officers,
                   or former directors, Employees or officers.

               (b) The  Disclosure  Letter  contains  full  details of all share
                   incentive schemes,  profit sharing schemes and profit related
                   pay schemes established by the Company.

    (6) Residence and offshore interests

               (a) The  Company  is and has at all times  been  resident  in the
                   United  States of America for the  purposes  of all  Taxation
                   Statutes  and has not at any time been  resident  outside the
                   United  States of America for the  purposes  of any  Taxation
                   Statute or any double taxation arrangements.

<PAGE>


               (b) The  Company  has not at any time had a  branch  outside  the
                   United States of America or any permanent  establishment  (as
                   that expression is defined in the respective  double taxation
                   relief orders current at the date of this Agreement)  outside
                   the United  States of America and the Company has no existing
                   entitlement  to  receive  royalties,  (or any sum  treated as
                   royalties for any Taxation  purposes)  which are paid subject
                   to  deduction  of Tax in a  jurisdiction  outside  the United
                   States of America.

    (7) Election under section 338 (h) (10) of the Code

        The Seller  represents  that it has filed a consolidated  federal income
        tax return for the Company for the taxable year  immediately  preceeding
        the current  taxable year and the Seller is eligible to make an election
        under Section 338 (h) (10) of the Code.


                                K. MILLENNIUM COMPLIANCE

    (1) For the purposes of this agreement "MILLENNIUM COMPLIANT" means that the
        Computer Systems are capable of the following  functions before,  during
        and/or after 1 January 2000:

               (a) handling date information involving all and any dates before,
                   during and/or after 1 January 2000  including  accepting date
                   input, providing date output and performing date calculations
                   in whole or part;

               (b) operating  accurately without  interruption on and in respect
                   of any and all dates  before,  during  and/or after 1 January
                   2000 and without any change in performance;

               (c) responding  to and  processing  two digit year input  without
                   creating any ambiguity as to the century; and

               (d) storing and providing date input information without creating
                   any ambiguity as to the century.

    (2) The Disclosure  Letter  contains  material  details of the measures that
        have been  implemented  within the Business to  determine  the extent to
        which its Computer  Systems are not Millennium  Compliant,  and material
        details of any  programme  undertaken by the Business with a view to its
        Computer  Systems  achieving  Millennium  Compliance  (or  so  close  to
        Millennium Compliance as is practicable).


                              L. INTRA-GROUP ARRANGEMENTS

    (1) There is no  indebtedness  or liability  (actual or contingent)  nor any
        security  owed by the  Company  to any member of the  Seller's  Group or
        ICI's Group (as constituted  following Completion) other than arising in
        the Ordinary Course of Business and as conducted on arm's length terms.

    (2) There is no agreement or contract to which the Company is a party and to
        which  any  member  of the  Seller's  Group  (as  constituted  following
        Completion)  is a  party  or in  which  any  such  member  is  otherwise
        interested  in any  way  whatsoever  which  shall  continue  beyond  the
        Completion Date.


                                       M. DEBTORS

    (1) The Company has not made,  or entered  into any contract or agreement to
        make any loan to, or other  arrangement  with, any person as a result of
        which it is or may be owed any money other than trade debts  incurred in
        the Ordinary Course of Business and cash at bank.

    (2) The Company is not entitled to the benefit of any debt otherwise than as
        the original  creditor and has not  factored or  discounted  any debt or
        agreed to do so.

<PAGE>


    (3) All of the  debts  which  will  be  reflected  in the  Final  Completion
        Statement as owing to the Company  (apart from bad and doubtful debts to
        the extent to which they have been provided for in the Final  Completion
        Statement  (as defined in Schedule 6)) will realise  their full value as
        included in the Final  Completion  Statement  within the  payment  terms
        agreed with the respective creditors.


                             N. OTHER OPERATIONS AND ASSETS

    (1) During the 8 years prior to the date hereof,  neither the  Company,  nor
        any of its downstream Affiliates nor any entity to which the Company has
        succeeded  through merger or by operation of law, has engaged,  directly
        or  through  downstream  Affiliates  or agents or in  partnership,  in a
        business  other  than  the  manufacture,   import,   export,   sale  and
        distribution of titanium pigments, co-products and related products.

    (2) The Seller has disclosed to the  Purchaser  details of all real property
        owned,  leased  or  occupied  by the  Company  or any of its  downstream
        Affiliates  or any entity to which the  Company  has  succeeded  through
        merger or by  operation  of law at any time  during the 8 years prior to
        the date hereof.

    (3) The  Seller  has  disclosed  to  the  Purchaser  all  off-site  disposal
        locations of Hazardous  Materials  owned by the Company,  its downstream
        Affiliates  and any entity to which the  Company has  succeeded  through
        merger  or by  operation  of law  during  the 8 years  prior to the date
        hereof.

    (4) Neither the Company, nor any of its downstream Affiliates nor any entity
        to which the Company has succeeded through merger or by operation of law
        has owned or  controlled  a business for whose  liabilities  any of them
        could be  responsible  the business  records of which have not been made
        available in the Data Room.




<PAGE>



                                      SCHEDULE 3.2
                   WARRANTIES WITH RESPECT TO THE LPC INTERESTS ONLY

    (1) With  respect  to  the  LPC  Interests,  the  execution,   delivery  and
        performance  by Seller of this  Agreement  and the  consummation  of the
        transactions  contemplated  hereby do not and will not (i)  violate  the
        certificate  of  incorporation  or bylaws of the Seller or the  Company,
        (ii) violate any law, rule, regulation,  judgment,  injunction, order or
        decree  applicable  to LPC or the  LPC  Interests,  (iii)  constitute  a
        default under any provision of any agreement or other instrument binding
        upon the Seller or the Company  relating to the LPC Interests or LPC, or
        (iv)  result  in the  creation  or  imposition  of any  lien  on the LPC
        Interests.

    (2) The Seller or the Company has good title to the LPC Interests,  free and
        clear of any lien or other adverse interest.

    (3) There is no action,  suit,  investigation or proceeding pending against,
        or to the  knowledge  of Seller or the  Company,  threatened  against or
        affecting,  the Seller or the Company  before any court or arbitrator or
        any  governmental  body,  agency  or  official,   relating  to  the  LPC
        Interests,  which in any manner challenges or seeks to prevent,  enjoin,
        alter  or  materially  delay  the  transactions   contemplated  by  this
        agreement.

    (4) Neither the Seller nor the  Company is in  violation  of any law,  rule,
        regulation,  judgment, injunction, order or decree applicable to the LPC
        Interests or to LPC.

    (5) The US  Financial  Information  relating to the LPC  Interests  has been
        derived from the books of the Company,  which books have been  regularly
        and  consistently  kept and  maintained  using ICI's  normal  accounting
        policies and  practices as set out or referred to in ICI's  Controller's
        Manuals (and the policies  contained in these  Manuals are in accordance
        with UK GAAP) as applied by the relevant  business on a consistent basis
        in accordance with UK GAAP and, on such basis, represents the assets and
        liabilities of the Business as at 28 February 1998.

    (6) The US  Financial  Information  relating  to the  LPC  Interests  fairly
        represents the matters presented  therein.  Since 28 February 1998 there
        has been:

        (a)    no  material  change in any  accounting  or  inventory  valuation
               methods used by the Company in connection with the Assets; and

        (b)    no upward revaluations of existing Stocks.






<PAGE>



                                       SCHEDULE 4
                               IMPLEMENTATION AGREEMENTS



      1 Deed of Indemnity

      2 Name Agreement  between Tioxide Europe Limited,  E.I. Du Pont de Nemours
        and Company and the Company

      3 LPC Termination Agreement between Kronos, Inc., Kronos Louisiana,  Inc.,
        Kronos International, Inc., Kronos Europe S.A./N.V., Kronos Canada Inc.,
        Kronos Titan GmbH, LPC, Tioxide Group Limited and Tioxide Group Services
        Limited

      4 LPC Licence  Agreement between Kronos,  Inc.,  Kronos  Louisiana,  Inc.,
        Kronos International, Inc., Kronos Europe S.A./N.V., Kronos Canada Inc.,
        Kronos Titan GmbH, LPC and Tioxide Europe Limited




<PAGE>



                                       SCHEDULE 5
                                      ENVIRONMENT


      1 INTERPRETATION

        For the purposes of this Schedule,  words and expressions defined in the
        Share Sale  Agreement to which this Schedule is attached  shall have the
        same  respective  meanings  in  this  Schedule  and,  in  addition,  the
        following terms shall have the following respective meanings:

        "COMMERCIALLY  REASONABLE EXPENSES" are those costs and expenses which a
        reasonable person acting in a commercially  prudent manner,  taking into
        account  (but  without  imposing  an absolute  requirement)  the need to
        minimise his expenditure, would expend, in the case of any obligation to
        carry out the  remediation of  Environmental  Contamination  pursuant to
        Environmental Laws, to meet that obligation. For the avoidance of doubt,
        Commercially Reasonable Expenses shall not include any costs or expenses
        to the extent  that they are  incurred  as a result of the  adoption  or
        imposition of standards of clean-up materially more stringent than those
        which are provided for under Environmental Laws;

        "CONTROLLED  WATERS"  means  waters  including  any  ground  or  surface
        waters;

        "COUNTER  INDEMNITY" means the indemnity  defined in  sub-paragraph  3.1
        of this Schedule;

        "ENVIRONMENT"  means air,  Controlled  Waters,  land  (whether on, in or
        below such land,  excluding any buildings or other permanent  structures
        on, in or below the land) but  including  the  surface of any river bed,
        the surface of any sea bed or any other land covered by water, and flora
        and fauna and all other natural resources;

        "ENVIRONMENTAL CONTAMINATION" means any discharge,  transport, emission,
        release, leakage,  spillage, escape or disposal of Hazardous Material at
        or from the Site(s) onto or into any part of the Environment;

        "ENVIRONMENTAL  LAWS"  means  any and all  legislation  (whether  civil,
        criminal or administrative),  statutes,  treaty,  statutory  instrument,
        directive, bylaw or judgment, regulations,  ordinances, notices, orders,
        government  circulars,  codes of practice,  policy and guidance notes or
        decisions  of any  competent  regulatory  body or common law relating to
        pollution  or  protection  of the  Environment  or harm to human  health
        arising from Environmental Contamination,  which as at Completion are in
        effect  and  legally  capable  of  enforcement  by legal  process in the
        country in which the Site(s) are situated;

        "ENVIRONMENTAL  LIABILITIES" means all claims, costs, damages,  expenses
        (including reasonable professional fees incurred),  losses,  liabilities
        (including  without  limitation  liability to third  parties),  fines or
        penalties  suffered or incurred by the  Company,  the  Purchaser  or its
        Affiliates  (or the Seller or its  Affiliates in the case of the Counter
        Indemnity)  in  relation to the  Company  (excluding  in the case of the
        Indemnity but not the Counter  Indemnity the LPC Interests and LPC) as a
        direct   consequence  of  or  in  connection   with  any   Environmental
        Proceeding;

        BUT EXCLUDING any claims, costs, damages, expenses, losses, liabilities:

               (i) in  respect  of capital  expenditure  on plant and  equipment
                   other than capital to carry out remediation of  Environmental
                   Contamination pursuant to Environmental Laws;

               (ii)in respect of loss of anticipated  profits,  loss of revenue,
                   or any other loss in respect of business  interruption  other
                   than such reasonably  foreseeable losses of third parties who
                   have themselves directly suffered the relevant  Environmental
                   Contamination  or  whose  use of  the  Environment  has  been
                   adversely and directly affected by the relevant Environmental
                   Contamination;

<PAGE>


               (iii)  where   applicable   to  the  extent  that  they  are  not
                   Commercially Reasonable Expenses;

        "ENVIRONMENTAL PROCEEDING" means in relation to the Company:

               (i) subject  to (ii)  below,  any one or more  writs,  interim or
                   final   judicial  or   administrative   decrees,   judgments,
                   injunctions, orders, or notices:

                   (a)under which the Company,  the Purchaser or its  Affiliates
                      (or  the  Seller  or its  Affiliates  in the  case  of the
                      Counter  Indemnity) are obliged by  Environmental  Laws or
                      legal process pursuant to Environmental  Laws to undertake
                      or pay the cost of remediation or with which the aforesaid
                      parties are otherwise obliged to comply; or

                   (b)in  respect  of any  violation  or  alleged  violation  of
                      Environmental Laws; or

                   (c)in respect of:

                      (01)    any personal injury to any third party; or

                      (02)    damage to any property of any third party,

                      both pursuant to Environmental Laws;

                      Provided that in the case of the Indemnity only:

                       *  the  reference  to the Company  shall  exclude the LPC
                          Interests and LPC; and

                       *  in paragraphs  (i) (c) (01) and (02), the reference to
                          a  "THIRD  PARTY"  shall  not  include  any  employee,
                          contractor  or agent of the Company,  the Purchaser or
                          and its Affiliates, except when:

                       -  the  personal   injury  other  than   asbestos-related
                          personal  injury  (in the  case of  paragraph  (i) (c)
                          (01); and/or

                       -  the damage to property (in the case of (i) (c) (02),

                          occurs after  Completion  and, the  Purchaser  did not
                          know or  reasonably  ought  not to have  known  of the
                          circumstances which gave rise to that personal injury,
                          or as the case may be, that damage; and

               (ii)any  agreement  between the Seller and  Purchaser  (or in the
                   event of disagreement any  determination by the Experts) that
                   it  is  Reasonably  Necessary  to  undertake  remediation  of
                   Environmental  Contamination,  which  would (but for the fact
                   that an  environmental  authority  is  unaware of it) be more
                   likely  than  not to  result  in an  environmental  authority
                   bringing  an  Environmental  Proceeding  under  (i)(a) in the
                   definition of Environmental Proceeding and which would result
                   in Environmental Liabilities;

        "HAZARDOUS MATERIAL" means hazardous,  poisonous,  dangerous, noxious or
        toxic substances, pollutants or wastes including (to the extent they are
        hazardous,   poisonous,   dangerous,   noxious  or  toxic)   pesticides,
        contaminants,  petroleum products,  asbestos,  polychlorinated biphenyls
        and radiation;

        "INDEMNITY" means the indemnities contained in paragraph 2 below;

<PAGE>

        "REASONABLY  NECESSARY" means reasonably  necessary to avoid or avert or
        mitigate the development of substantial  adverse and material  pollution
        of the  Environment  or harm to human  health  which will arise within a
        period of six months; and

        "SITES(S)" means the Properties.


      2 INDEMNITY

    2.1 Subject to the provisions of this  agreement,  the Seller  undertakes to
        the Purchaser (for the benefit of the Company, the Purchaser and each of
        its  Affiliates)  that it will  indemnify and hold harmless the Company,
        the Purchaser and each of the Purchaser's Affiliates against:

        2.1.1  all Environmental  Liabilities arising at or from the Site(s), to
               the extent that such  Environmental  Liabilities  are a result of
               Environmental  Contamination  occurring on or before  Completion;
               and

        2.1.2  save  in  respect  of the  LPC  Interests  and  LPC,  all  costs,
               damages,   expenses,  losses,  fines  or  penalties  suffered  or
               incurred by the Company or the  Purchaser or its  Affiliates as a
               result of any  prosecutions  commenced or proceedings  taken,  or
               notices served or other formal  enforcement  action between [DATE
               OF SIGNATURE OF FRAMEWORK  AGREEMENT]  1998 and Completion by any
               competent  regulatory  body in connection with the Environment or
               health   and  safety  as  a  result  of  any   breaches   of  any
               Environmental  Laws  related  to the  operation  of  those  Sites
               which are  owned,  occupied  or used by the  Company  AT [DATE OF
               SIGNATURE  OF  FRAMEWORK   AGREEMENT]  1998.  "DAMAGES"  in  this
               paragraph  2.1.2  includes  any  capital  expenditure  reasonably
               required to remedy such breaches; and

    2.2 notwithstanding  sub-paragraphs  2.1 above and 4.1  below,  neither  the
        Seller nor any of its Affiliates  shall be liable under the Indemnity or
        otherwise  to  the  extent  that  such  liability   arises  from  or  is
        attributable  to the failure of the  Purchaser  to comply or procure the
        Company's compliance with the provisions of paragraphs 4.2, 6.1, 6.2, 7,
        8, 9, 10, 12 and 14 of this Schedule.


      3 THE COUNTER INDEMNITY

    3.1 The  Purchaser  undertakes  to the Seller (for the benefit of the Seller
        and each of its  Affiliates)  that,  subject to the  provisions  of this
        agreement, it will indemnify and hold harmless (the "COUNTER Indemnity")
        the  Seller  and  each  of  its  Affiliates  against  all  Environmental
        Liabilities  arising  at or from the  Site(s)  to the  extent  that such
        Environmental Liabilities are as a result of Environmental Contamination
        after Completion.

    3.2 Notwithstanding   sub-paragraph   3.1  above,   the  Purchaser  and  its
        Affiliates shall not be liable to the Seller under the Counter Indemnity
        or  otherwise  to the  extent  that  such  liability  arises  from or is
        attributable  to the failure of the Seller to comply with the provisions
        of  paragraphs  3.3,  4.2,  6.1,  6.2,  7, 8, 9,  10,  12 and 14 of this
        Schedule.

    3.3 The Seller  shall take all  reasonable  steps to avoid or  mitigate  any
        Environmental  Liabilities and potential Environmental Liabilities which
        may give rise to a claim under or in connection with this
        Counter Indemnity, howsoever arising.

    3.4 The  provisions  of  sub-paragraphs  4.2 and 12.1  shall  apply  equally
        mutatis mutandis in respect of the Seller and the Purchaser's  rights or
        obligations in respect of the Counter Indemnity.

<PAGE>

      4 LIMITATIONS

        4.1.1  Neither  the  Seller  nor any of its  Affiliates  shall be liable
               under   the   Indemnity   to  the   extent   that   Environmental
               Liabilities have arisen,  been increased,  exacerbated,  enhanced
               or caused as a result of any act or omission  (whether  direct or
               indirect)  of the  Company,  the  Purchaser  or  any  Affiliates,
               employees,   agents  or  contractors   thereof  after  Completion
               (including,   without  limitation,  any  change  of  use  of  the
               Site(s)  including  closure  of all or any part of the  Sites but
               not  including  any  material   change  of  process   within  the
               existing  plant and/or  buildings  or any  material  change to or
               development  of the  business  and  operations  carried on at any
               Site  which  does not  result in any Site or any part of any Site
               ceasing  to be used  for  general  industrial/manufacturing  of a
               type materially similar to the existing Site operation.

        4.1.2  The word  "OMISSION"  as used in this  paragraph  4.1  shall  not
               mean any  failure  by the  Company  or  Purchaser  to  carry  out
               remediation or preventative  action in circumstances  where it is
               not within  their  power to do so or where the  Purchaser  is not
               aware  or  could  not   reasonably   have   been   aware  of  the
               Environmental   Liabilities   in  question   or  where   (without
               prejudice to the  obligations  of the Purchaser  under  paragraph
               5) the  rights  of the  Purchaser  to  bring  a claim  under  the
               Indemnity would be prejudiced as a result thereof.

    4.2 No  claim  may be  made  for any  Environmental  Liabilities  under  the
        Indemnity  or Counter  Indemnity  to the extent  that any  Environmental
        Liabilities arise:

        4.2.1  as a result  directly or  indirectly of  information  voluntarily
               given,  in the  case of the  Indemnity  by the  Purchaser  or the
               Company  (but only post  Completion  in the case of the  Company)
               or, in the case of the  Counter  Indemnity,  by the Seller  after
               Completion  to a  regulatory  authority  in  circumstances  other
               than  where  there is a  mandatory  reporting  requirement  under
               Environmental  Laws or where  information is given as required in
               the   context   of    applications    for   or    variations   to
               authorisations,   licences  and  other  forms  of   environmental
               consent  required by the Business in the course of the  Company's
               or the  Purchaser's or Seller's  normal  business  activities (as
               appropriate)  or where the other  party has  previously  proposed
               or approved this course of action in writing; and

        4.2.2  save where compelled by law, from any admission of liability by a
               representative of the Purchaser or Seller holding a rank not less
               than that of Senior  Vice  President  in respect of any  clean-up
               which needs to be done, except where the other party has approved
               such  admission in writing such  approval not to be  unreasonably
               withheld or delayed.

    4.3 No claim under the terms of the  Indemnity or Counter  Indemnity for any
        Environmental  Liabilities  shall be valid unless notice has been served
        in  accordance  with the  provisions  of  paragraph 7 and in the case of
        Indemnity,  but not the Counter  Indemnity,  said notice has been served
        within 10 years of Completion.

    4.4 The  Seller's   liability  under  the  Indemnity  shall  be  limited  in
        accordance  with the  provisions  of the Americas  Liability  Agreement,
        except for  sub-clauses  4.1.2 (save for the proviso to sub-clause  4.1)
        and 4.2 of the Americas Liability Agreement, the subject matter of which
        will be governed by the provisions of this Schedule.

    4.5 In the event that the  Indemnitor  (as defined in paragraph  6.1) either
        incurs external charges,  costs and expenses for environmental  services
        or internal charges for its own environmental  services,  in either case
        including but not limited to testing and/or  analytical  services and/or
        contaminated soil disposal facilities, in connection with or in relation
        to any actual or potential Environmental Liabilities under the Indemnity
        or Counter  Indemnity (as  appropriate)  then such external and internal
        charges,  costs and expenses  shall be deemed to be payments  made under
        the  Indemnity  or Counter  Indemnity  (as  appropriate).  Any  internal
        charges shall be made on the same basis as the Indemnitor charges to its
        own business or its Affiliates.

<PAGE>


    4.6 It is hereby  expressly  agreed that, save where the Seller has accepted
        liability or becomes  otherwise liable under the terms of the Indemnity,
        all costs  incurred  by the  Purchaser  in  carrying  out  environmental
        analyses and tests of the Site(s) (and its (or their)  surrounds)  shall
        be borne by the  Purchaser,  other  than  costs in the  exercise  of the
        rights and  powers  given to the  Seller by  sub-paragraphs  9.1 and 9.2
        which shall be borne by the Seller unless the Purchaser  becomes  liable
        therefor under the terms of the Counter  Indemnity or unless the parties
        otherwise agree.

    4.7 The Seller shall be liable under the Indemnity for any  asbestos-related
        personal  injury  unless and to the extent that any works carried out by
        the Purchaser or its  Affiliates or the Company after  Completion,  were
        not carried out by a reputable contractor or contractors,  who were duly
        and properly  authorised or approved to undertake such works to at least
        the  standards  of the  relevant  federal,  state  or  other  regulatory
        authorities  published  by or in  operation  (in  accordance  with  good
        industry practice) at all times during the carrying out of such works.


      5 MITIGATION

        The  Seller and the  Purchaser  shall take all  reasonable  steps  after
        Completion  to avoid or mitigate any  Environmental  Liabilities  and/or
        potential  Environmental  Liabilities  to the  extent  it is  reasonably
        within their respective  powers to do so, which may give rise to a claim
        under or in  connection  with this  Indemnity or Counter  Indemnity,  as
        appropriate, howsoever arising. Such steps will include but shall not be
        limited to:

    5.1 in  the  case  of  the   Purchaser,   carrying  out  (where   reasonably
        practicable)  appropriate  soil tests before  taking any action which is
        likely to cause a material disturbance to soil;

    5.2 in the case of the Purchaser,  where reasonably  practicable carrying on
        its  activities  on the Site(s) so as to minimise  disturbance  to known
        areas of existing or probable soil contamination  (other than deliberate
        removal of such contaminated soil) without incurring abnormal unusual or
        excessive cost in so doing;

    5.3 where  relevant,  (with  the  approval  of  the  other  party  not to be
        unreasonably  withheld  or  delayed)  settling a claim of any party (not
        being an Affiliate of the  Purchaser in the case of the  Indemnity or of
        the Seller in the case of the Counter  Indemnity) which will or may fall
        within the terms of the Indemnity or Counter Indemnity,  as appropriate,
        the costs and expenses  associated  with such settlement (so approved by
        the other party) being deemed to be  Environmental  Liabilities  for the
        purposes  of  this  agreement,  provided  always  that  nothing  in this
        sub-paragraph 5.3 shall oblige the Purchaser or the Seller to enter into
        any settlement which it does not, in its sole discretion, consider to be
        in the best interests of its operations;

    5.4 making  reasonable and timely efforts to pursue claims against any third
        parties  (including  insurers) who may have some liability in respect of
        the matter in  question  under the  Indemnity  or Counter  Indemnity  as
        appropriate  provided  always  that this shall not limit or  restrict or
        operate  in any way as a  pre-condition  to the  rights  to make a claim
        under this Indemnity or Counter Indemnity, as appropriate; and

    5.5 in the case of the Purchaser,  using reasonable endeavours to avoid acts
        or  omissions  of the  nature  described  in  sub-paragraph  4.1 of this
        Schedule.

<PAGE>

      6 Notification

    6.1 As soon as  reasonably  practicable  after either party becomes aware of
        any actual or potential Environmental Liabilities which may give rise to
        a claim by it under the Indemnity or Counter  Indemnity (the "CLAIMANT")
        (whether or not the Claimant is of the opinion that it has a valid claim
        against the other party under the  Indemnity or Counter  Indemnity  (the
        "INDEMNITOR")),  the Claimant  shall give written  notice thereof to the
        Indemnitor (and  thereafter will use all reasonable  efforts to keep the
        Indemnitor  reasonably  informed of all material  developments  relating
        thereto).  Such written notice shall include  reasonable  details of all
        relevant  matters  relating  to any  actual or  potential  Environmental
        Liabilities.   Thereafter,   the  Claimant  will  promptly   advise  the
        Indemnitor orally of the Claimant's reasonable estimate of the extent of
        and,  where  reasonably  practicable,  the  cost of  remediation  of the
        Environmental  Liabilities,  as a  result  thereof),  provided  that the
        Indemnitor  shall have given the Claimant  written notice of the name of
        its representative to whom such oral communication shall be imparted.

    6.2 Neither  party shall admit,  settle or discharge  any claim or liability
        which might  constitute a claim against the other under the Indemnity or
        Counter Indemnity (as appropriate)  without having first served a notice
        under this  paragraph 6 and given the other a reasonable  opportunity to
        consider the circumstances referred to in the said notice.


      7 CLAIMS

        In the  event  that the  Claimant  wishes  to make a claim  against  the
        Indemnitor  under the Indemnity or Counter  Indemnity  (as  appropriate)
        then it shall  do so by  giving  notice  in  writing  of the same to the
        Indemnitor  giving  such  details as are then in its  possession  of the
        relevant subject matter of such claim.


      8 CONDUCT

        If any notice is received by either  party under  paragraphs 6 or 7, the
        Claimant shall, if so requested by the Indemnitor,  take all steps which
        are necessary and  reasonable to avoid,  resist,  appeal,  compromise or
        defend any claim and any adjudication in respect thereof (subject to the
        Claimant  being  indemnified  against  all cost and  expenses  which may
        reasonably and necessarily be incurred in connection therewith), and the
        Indemnitor shall (subject to the provisions of this  paragraph),  at its
        request, be allowed to conduct any negotiations,  proceedings or appeals
        incidental  thereto  PROVIDED  ALWAYS  that if the claim  relates  to or
        arises  from a Site which at the time is owned,  occupied or used by the
        Company  and  which  is  operational  at the  date of the  notice  under
        paragraph 7 then the Purchaser  shall have conduct of all  negotiations,
        proceedings or appeals incidental thereto but shall nonetheless keep the
        Seller  fully  informed  of all  material  developments  relating to the
        subject matter of the claims.


      9 SITE ACCESS

        If any notice is received by the Seller under paragraphs 6 or 7:

    9.1 the  Seller  and/or its  agents  and  contractors  shall be free to have
        access  to any  Site(s)  to the  extent  it is  within  the power of the
        Company, the Purchaser or its Affiliates,  during normal business hours,
        and after reasonable prior notice, and, if so required by the Purchaser,
        in the presence of authorised representatives of the Purchaser to assess
        (including  but not limited to  assessment by soil sampling and testing)
        the   extent  of  the   Environmental   Liabilities   and/or   potential
        Environmental  Liabilities and to determine the action required in order
        to remediate such  liabilities  (such actions to be subject to the prior
        agreement of the Purchaser (including as to the action to be taken) such
        agreement not to be unreasonably withheld); and

    9.2 the Purchaser  shall (during normal  business hours) allow the Seller or
        its agents  access to inspect  and take copies of such books and records
        of the  business of the  Company  and/or the  Purchaser  relating to the
        Site(s)  as  may be  necessary  in  connection  with  any  Environmental
        Liabilities and/or potential Environmental Liabilities.

<PAGE>

    9.3 The Seller shall exercise  proper care in the exercise of its powers and
        rights  pursuant to this  paragraph 9 and shall  indemnify the Purchaser
        for all  reasonably  incurred  losses or  liabilities  arising  from the
        Seller's failure to do so.


     10 DISCUSSIONS

        Upon either party having given a notice under  paragraphs 6 or 7, either
        the Seller or the Purchaser may request a meeting as soon as practicable
        to  discuss  the matter  (and if either  does so the other  party  shall
        comply  promptly with such request) and,  irrespective  of whether there
        has been any agreement on liability,  each party shall be fully involved
        but (save as  otherwise  agreed  between the parties) not as to make any
        admission or liability  not  permitted by the other  provisions  of this
        Schedule in any discussions and/or  negotiations with any party imposing
        or seeking to impose any Environmental Liabilities.


     11 DISPUTE RESOLUTION

        Upon either party giving a notice in accordance with paragraph 7, in the
        event  that the Seller and the  Purchaser  are unable to agree  promptly
        upon any factual  matter  relevant to a claim  under this  Indemnity  or
        Counter  Indemnity (as  appropriate) or in the event of any other matter
        being referred to the Experts in accordance  with this Schedule then the
        following provisions of this paragraph 11 shall apply:

   11.1 a reputable  independent  firm of experts (the "EXPERTS") (who shall act
        as experts and not arbitrators) in relation to the Environment  relevant
        to the claim or  potential  claim  (having  at least ten years  relevant
        experience) shall be appointed by mutual agreement of the parties hereto
        (and the  parties  shall each be obliged  to use their  respective  best
        endeavours  to reach  agreement as soon as  practicable)  to resolve any
        factual  matter in dispute  between the parties  but not  including  any
        interpretation  of laws or  regulations  as they  apply to such  factual
        matters or any conclusions regarding  responsibility or liability for or
        in  relation to any factual  matters.  The Experts  shall be offered the
        appointment  within 15 Business Days of the parties reaching such mutual
        agreement  and  shall  be  notified  in  writing  of the  provisions  of
        sub-paragraph   11.7  below.   Failing  such  mutual  agreement  on  the
        appointment of Experts,  the parties shall promptly refer the issue,  at
        their  joint  cost,  to the  President  for the time  being of the Royal
        Institute of Chartered Surveyors in the United Kingdom with instructions
        to  appoint   suitable  Experts  within  14  days  of  receipt  of  such
        instructions;

   11.2 the said Experts shall only be dismissed by the mutual  agreement of the
        parties hereto;

   11.3 both parties shall promptly and simultaneously  exchange with each other
        and  submit  to the  Experts,  and in any event in  accordance  with the
        Experts'  written   directions,   their  arguments  and  submissions  in
        connection  with any matter of fact referred to them in accordance  with
        this paragraph 11;

   11.4 following  receipt by the  Experts of the  written  arguments  and other
        submissions of the parties pursuant to paragraph 11.3, the parties shall
        instruct  the Experts to issue,  as soon as  reasonably  practicable,  a
        formal  written  opinion  pertaining  to the matter of fact  referred to
        them. In any event,  the Experts shall be instructed to present the said
        opinion  within two months after  receiving  the written  arguments  and
        other submissions of the parties pursuant to sub-paragraph 11.3;

   11.5 the  formal  written   opinion  of  the  Experts   issued   pursuant  to
        sub-paragraph  11.4 shall be conclusive in any  proceedings  between the
        parties hereto as to the question of fact so determined;

   11.6 the fees and  expenses  of the  Experts  shall be borne  equally  by the
        Seller and the Purchaser (unless otherwise directed by the Experts); and

<PAGE>

   11.7 the Experts,  and any company,  firm,  partnership or other organisation
        with  which the  Experts  are  connected,  shall not be  eligible  to be
        considered  to undertake  any clean-up  work in respect of the claim for
        which they have so acted on or around the Site(s) save where the parties
        hereto  mutually  agree to waive this  provision.  For the  avoidance of
        doubt, either party may withhold such consent in any event.


     12 ACCEPTANCE OF LIABILITY

        In the event that the Seller  admits  that it has any  liability  to the
        Purchaser  under the Indemnity (or where the Seller agrees to accept the
        Purchaser's  claim as falling within the Indemnity  notwithstanding  the
        fact  that no  Environmental  Liability  may at that  point in time have
        arisen):

   12.1 Subject to consulting with and paying  reasonable regard to the views of
        the  Purchaser,  the  Seller  shall  have  the  right  independently  to
        determine  whatever  measures  are  appropriate  in order  to  remediate
        pursuant to  applicable  Environmental  Laws the  subject  matter of the
        claim under the  Indemnity  and  furthermore  the Seller  shall have the
        right  independently  to carry out such  remediation  itself (or through
        suitable  third party agents or  contractors)  provided that in so doing
        the Seller (or its said agents or  contractors)  shall be obliged to use
        reasonable endeavours to avoid causing undue interruption to the conduct
        of the business of the Company and/or its Affiliates;

   12.2 The Seller and/or its agents and  contractors  shall, in addition to the
        rights of access  provided  for in  paragraph  9 above,  be free to have
        access to the Site(s) if  currently  owned,  leased or, where within the
        power of the Company and its  Affiliates,  during normal  business hours
        after  reasonable prior notice,  and if so required,  in the presence of
        authorised   representatives   of  the  Purchaser,   to  carry  out  the
        remediation  referred to in  sub-paragraph  12.1 above provided that the
        Seller (or its agents or contractors) shall be obliged to use reasonable
        endeavours  to avoid causing  undue  interruption  to the conduct of the
        business of the Company and/or its Affiliates.

   12.3 The Seller shall exercise  reasonable care in the exercise of its powers
        and rights  pursuant to this paragraph 12 and shall exercise  reasonable
        skill,  care and  diligence  in carrying out any works and shall not use
        any materials  which are not in accordance with the  recommendations  of
        relevant  authorities  and codes of practice.  The Seller shall  procure
        that the contractors and consultants  engaged to carry out and advise on
        the works  are  bound by  obligations  in the same  terms of  reasonable
        skill,  care and  diligence as herein  before  mentioned  and  otherwise
        engaged  on  market  terms  at  the  time  and  shall  procure  suitable
        warranties  in accordance  with normal market  practice at the time from
        the contractors  and consultants om favour of the Purchaser.  The Seller
        shall not carry out the works  itself but shall always  engage  external
        contractors and consultants  approved by the Purchaser such approval not
        to be unreasonably withheld or delayed.


     13 STATEMENTS

        In the event of any  circumstances  arising which do or may give rise to
        Environmental  Liabilities  which  may  fall  within  the  terms  of the
        Indemnity or the Counter Indemnity (as appropriate) neither the Company,
        the Purchaser nor the Seller (nor any of their respective Affiliates) to
        the extent  practicable  shall make any public  statements  which is not
        required  by law or  the  rules  of any  regulatory  authority  to  make
        regarding such  circumstances  without first  discussing  with the other
        party  and  reaching  written   agreement  (such  agreement  not  to  be
        unreasonably  withheld  or  delayed)  on the  text  of any  such  public
        statement before it is made.
<PAGE>


     14 GENERAL

   14.1 Any  information,  records,  or other  material  of one  party  shall be
        treated as strictly  confidential  by the other party except when (a) it
        is  required to be used in order to comply with an order of the court or
        regulatory authority or (b) it is used by the other party to enforce its
        rights under this Schedule or so as to make an insurance  claim provided
        that, in the case of either (a) or (b), disclosure is made in accordance
        with this sub-paragraph  14.1. If either party becomes legally compelled
        (including  by   deposition,   interrogatory,   request  for  documents,
        subpoena, civil investigative demand or similar process) to disclose any
        of the  information,  records,  or other  material  referred  to in this
        sub-paragraph  14.1, the party so compelled shall provide the other with
        prompt prior written  notice of such  requirement  so that the other may
        seek a  protective  order or other  appropriate  remedy.  To the  extent
        lawfully  able to do so, each party  agrees to cooperate in each other's
        efforts to obtain a protective order or other reasonable  assurance that
        confidential  treatment shall be accorded any such information.  If such
        protective order or other remedy is not obtained, the party so compelled
        agrees to disclose  only that portion of the  information,  records,  or
        other  material  which it is advised  by  opinion of outside  counsel is
        legally  required to be disclosed  and to take all  reasonable  steps to
        preserve  the  confidentiality  of the  information,  records,  or other
        material referred to in this sub-paragraph 14.1. Any other disclosure by
        one party of information,  records or materials of the other party shall
        require the prior written  consent of such other party,  which shall not
        be unreasonably withheld or delayed.

   14.2 The Purchaser's and its Affiliates' and the Seller's and its Affiliates'
        exclusive  remedies in respect of any claims which fall within the scope
        of the  Indemnity  or Counter  Indemnity,  as  appropriate,  shall be in
        accordance  with the provisions of this  Schedule,  and the Purchaser on
        behalf of itself and its Affiliates and the Seller,  on behalf of itself
        and  its  Affiliates,  hereby  waives  all  other  remedies  whether  in
        contract,  tort (including,  for the avoidance of doubt,  negligence) or
        howsoever  otherwise arising which it may have against the Seller or any
        of  its  Affiliates  or the  Purchaser  or  any  of  its  Affiliates  as
        appropriate  at law or in equity in  respect of the  matters  which fall
        within the scope of the  Indemnity or Counter  Indemnities  and, for the
        avoidance of doubt,  if such a claim under this Schedule could also give
        rise to a Warranty  Claim or a claim under any other  provision  of this
        agreement in respect of the same subject  matter,  the  Purchaser or the
        Seller as appropriate may only bring a claim under this Schedule.

   14.3 The Seller  undertakes to  co-operate  with the Purchaser and assist the
        Purchaser in achieving a transfer to the Purchaser (or as it directs) of
        all  Environmental  Authorisations,  Permits  and  licences  held by the
        Seller at Completion.


     15 CO-OPERATION

        The Purchaser  undertakes that wherever  co-operation is required by the
        Company to ensure compliance with the Purchaser's obligations hereunder,
        the  Purchaser  will use its  reasonable  endeavours  to ensure that the
        Company provides the requisite co-operation.

<PAGE>

                                       SCHEDULE 6
                             CONSIDERATION ADJUSTMENT TEXT

                                      (Clause 3.3)

      1 Consideration and Adjustment


        SECTION 1

    (1) In this Schedule 3:

        "A FORM" means,  in relation to the  Company,  the  quarterly  financial
        reports  in the  format  set  forth in  Annex 3 which  are  prepared  in
        accordance   with  the   accounting   policies,   practices   and  other
        requirements  set out or  referred to in ICI's  Controller's  Manuals as
        applied by the Company (with the exception of pensions liabilities which
        are  accounted  for in  accordance  with  FAS  87) and  prepared  at the
        Completion  Date on a basis  consistent with that adopted by the Company
        in the A Form at 31  December  1997 (with the  exception  that  pensions
        liabilities shall be reported in Provisions); and if the Completion Date
        does  not  fall on the due  date  for the  preparation  of an A Form,  a
        financial  report  prepared on the same basis for the  financial  period
        from the latest date at which an A Form was  prepared to the  Completion
        Date;

        "ACTUAL NET DEBT" means Net Debt as agreed or  determined  in accordance
        with paragraphs (4) to (6) below;

        "ACTUAL  NET  WORKING  CAPITAL"  means  Net  Working  Capital  as at the
        Completion Date as determined under paragraphs (4) to (6) below;

        "ESTIMATED CONSIDERATION" has the meaning given in sub-Clause 3.1;

        "ENTERPRISE VALUE" means US$23,635,000;

        "FINAL CONSIDERATION" has the meaning given in paragraph (3)(a) below;

        "FINAL  COMPLETION  STATEMENT" has the meaning given in paragraph (3)(b)
        below;

        "FINAL STOCKS" means the value of Stocks for the Company at Completion;

        "ICI'S  CONTROLLER'S  MANUALS" means the control manuals in existence at
        14 July 1997 and which are compiled in accordance  with UK GAAP used for
        accounting purposes within the Seller's Group, copies of which have been
        received by the  Purchaser or an Affiliate of the  Purchaser  (and which
        consists of an introduction to the Group Controller's  Manual,  Bulletin
        Board  Accounting   Language,   Bulletin  Board  Reporting,   Accounting
        Definitions  and  Conventions,   Accounting   Policies  and  Procedures,
        Controls, Reporting);

        "INITIAL  STOCKS"  means the value of Stocks  for the  Company  as at 28
        February 1998;

        "INTEREST RATE" means LIBOR plus 25 basis points;

        "NET DEBT" means the amount  reported as "NET DEBT" on line 70090 of the
        A Form for the Company as described in ICI's Controller's Manuals which,
        for the avoidance of doubt,  can be either a negative or a  non-negative
        number;

        "NET WORKING CAPITAL" means the aggregate of:

        (a)    Operating Debtors; plus



<PAGE>


        (b)    Stocks  (for the  purposes  of this  definition  meaning  Initial
               Stocks when used for Net Working  Capital as at 28 February  1998
               and  meaning  Final  Stocks  when  used for  Actual  Net  Working
               Capital); less

        (b)    Operating Creditors less than 1 year;

        For the  purposes of (b) the Stocks shall be valued in  accordance  with
        the document headed "STOCKTAKING AND VALUATION PRINCIPLES" in the Agreed
        Form marked "NWC-S";

        "NET WORKING CAPITAL AS AT 28 FEBRUARY 1998" or "NWC28" means, the value
        shown in the column  headed NWC 28 in Section 2 of this Schedule 3 which
        is the amount which the parties  have agreed to  represent  the value of
        Net Working Capital at 28 February 1998 of the Company;

        "OPERATING  CREDITORS  LESS THAN 1 YEAR" means the absolute value of the
        amount  reported as creditors  of the Company  which are external to the
        Company (including without limitation creditors which are members of, or
        other  business  units  within,  the  ICI  Group  as at the  date of the
        relevant A Form) as defined by reference to  "OPERATING  CREDITORS  LESS
        THAN 1 YEAR" on line 70020 of the A Form for the Company as described in
        ICI's Controller's Manuals;

        "OPERATING  DEBTORS"  means debtors of the Company which are external to
        the Company  (including without limitation debtors which are members of,
        or other  business  units  within,  the ICI  Group as at the date of the
        relevant A Form) as defined by reference to "OPERATING  DEBTORS" on line
        70010 of the A Form for the Company as described  in ICI's  Controller's
        Manuals;

        "STOCKS"  means  the  stock  of  fuels,   raw  materials,   ingredients,
        packaging,  office and laboratory supplies,  revenue engineering spares,
        consumable  stores,  work in progress  and  finished  goods owned by the
        Company as  determined  on line  70000 of the A Form for the  Company or
        Business as described in ICI's Controller's Manuals;

    (2)

        (a)    All  payments  and  values  under  this  Schedule  shall be in US
               Dollars  and  where an  amount  is not  itself  calculated  in US
               Dollars it shall be  converted  into US Dollars at the mid market
               closing  exchange  rate in London for the  currency in which that
               amount is  expressed  in US  Dollars as  published  in the London
               Edition of the Financial  Times first  published  thereafter  or,
               where the exchange  rate is not  published in the London  Edition
               of the Financial  Times,  at the exchange rate quoted by Citibank
               N.A. as at the close of  business  in London for the  currency in
               which  that  amount  is  expressed  on  the  Completion  Date  in
               relation to amounts in the Final Completion Statement.

        (b)    References to the absolute value of a number X shall be construed
               as follows:

               (i) if X is greater than or equal to zero,  the absolute value of
                   X shall be equal to X; and

               (ii)if X is less than zero,  the  absolute  value of X shall be X
                   multiplied by -1,

               so that, for the purposes of illustration,  the absolute value of
               1 is equal to 1 and the absolute value of -1 is equal to 1.

        CALCULATION OF THE FINAL CONSIDERATION

    (3) In relation to this agreement:

        (a)    the Final  Consideration  for the Company  shall be determined by
               the following formula:

               Final  Consideration  = EV  minus  AND  minus  NWC 28  plus  ANWC
               (excluding in relation to any of the foregoing any item or matter
               attributable to the LPC  Interests)_plus  in the case only of TAI
               LV

<PAGE>

               Where (in relation to the Company):

               EV = Enterprise Value

               AND = Actual Net Debt

               NWC28 = Net Working Capital as at 28 February 1998

               ANWC = Actual Net Working Capital

               LV = US$176,222,000 (value of LPC Interests)

        (b)    After  the   Completion   Date,   the  Seller  shall   prepare  a
               completion  statement  as at  the  Completion  Date  which  shall
               contain a  statement  of the Final  Consideration  in  accordance
               with  paragraph  3(a) above  based on the  Seller's  calculations
               (the  "FINAL   COMPLETION   STATEMENT").   The  Final  Completion
               Statement   shall  be   prepared   using  the   Seller's   normal
               accounting  policies  and  practices as set out or referred to in
               ICI's  Controller's  Manuals  as  applied  by  the  Company  on a
               consistent  basis and  shall be  submitted  by the  Seller to the
               Seller's  Auditors  for review.  Taxation  paid or payable by the
               Company  (including  any sum paid or  payable  to a member of the
               Seller's  Group  in  respect  of  Taxation)  as a  result  of the
               transfer  of  the  Sale  Shares  to  the   Purchaser   (including
               Taxation  paid or  payable by the  Seller  under  Clause 5 of the
               Tax Deed of  Covenant)  shall not be taken  into  account  in the
               calculation of the Final Consideration.

    (4) Within 45 days of the Completion  Date, the Seller shall issue the Final
        Completion  Statement  (distinguishing  between the LPC Business and the
        other business of the Company) for the Company to the Purchaser together
        with a copy of a report by the Seller's Auditors addressed to the Seller
        and  substantially in the form set out in Annex 3 to the effect that the
        Final  Completion  Statement has been  prepared in accordance  with this
        agreement.  Although it is the  Seller's  responsibility  to prepare the
        Final  Completion  Statement,  the Seller will require the assistance of
        the  employees  of the  relevant  Purchaser  Affiliates  to fulfil  this
        responsibility  and  the  Purchaser  shall  ensure  such  assistance  is
        provided  promptly and at no charge.  Immediately  after delivery of the
        Final  Completion  Statement,  the  Purchaser's  Auditors shall have the
        right,  subject to the Purchaser  delivering to the Sellers'  Auditors a
        signed  letter  in the  form set out in Annex  5, to  review  the  Final
        Completion  Statement and the Seller's  Auditors working papers relating
        to the Final  Completion  Statement.  Within 45 days of  delivery to the
        Purchaser of the Final  Completion  Statement and the Seller's  Auditors
        report (each of which shall be in English) to the Purchaser's designated
        location,  the  Purchaser  shall give notice to the Seller in writing of
        any item or items in the Final  Completion  Statement which they wish to
        dispute and the basis on which they dispute that item or those items and
        the  changes  to the Final  Completion  Statement  which  the  Purchaser
        believes  should be made and the  parties  shall  use  their  reasonable
        endeavors  to resolve  that  dispute.  Any items in respect of which the
        Purchaser does not give such notice will be deemed to have been accepted
        by the Purchaser.  Any written  resolution reached by the parties on any
        disputed item shall be final, conclusive and binding on the parties.

    (5) If the parties agree the Final  Completion  Statement then any adjusting
        payments  referred to in paragraph (7) below shall be made by the paying
        party within 7 days of being agreed by the parties.

    (6) If the  parties  fail to agree on any  element  of the Final  Completion
        Statement within 14 days after the Purchaser has given notice in writing
        to the Seller of any item(s) in the Final Completion Statement which the
        Purchaser  wishes to dispute (in  accordance  with  paragraph (4) above)
        then any agreed  amounts shall be paid in accordance  with the preceding
        paragraph  and any dispute  may be  referred  by either  party for final
        determination  in accordance  with sub-Clause 11.1 of this agreement and
        any  amounts  thereby  found  to be due  shall  be paid by the  relevant
        Affiliate not later than 7 days after such final determination.

<PAGE>


    (7) When the  Final  Consideration  is  agreed or  otherwise  determined  in
        accordance with the three preceding  paragraphs the following  adjusting
        payments shall be made:

        (a)    an  amount  equal to the  difference  between  (i) the  Estimated
               Consideration and (ii) the Final Consideration; and

        (b)    interest  (compounded monthly) at the Interest Rate on the amount
               in paragraph  (a) above from the  Completion  Date to the date of
               payment, calculated on a day to day basis;

        which shall be paid by the Seller  Affiliate to the  Purchaser  (or vice
        versa, as appropriate).

    (8) In this Schedule, references to lines of A Forms have been chosen by the
        Seller and are  believed in good faith to  correspond  to the matters to
        which they refer.  If,  however,  that  reference  when  compared to the
        matter it  describes  or  refers to is  incorrect  then  there  shall be
        substituted  for that line  reference to another line reference (if any)
        which corresponds to the matter described or referred to.


        SECTION 2



                                                                UPLIFT OF STOCKS
                                                                  TO FAIR MARKET
                                                                   VALUE FOR THE
                                             NWC28                    PURPOSE OF
                                               US$                 ALLOCATION OF
                                                                CONSIDERATION TO
                                                               CLASSES OF ASSETS
                                                                             US$

         Americas Business               6,857,000                           Nil

         LPC Business                   15,081,000                     1,697,000



<PAGE>



                                       SCHEDULE 7

                                      (Clause 1.1)

                             PRINCIPLES FOR DISTINGUISHING
                           LPC BUSINESS AND AMERICAS BUSINESS
                                       TAI A FORM



------------------------------------------------------------------------
                     LPC BUSINESS    AMERICAS       COMMENTS
                                   (SULPHATE)
                                    BUSINESS
------------------------------------------------------------------------
------------------------------------------------------------------------
FIXED ASSETS                         All            - Office equipment
                                                    etc.
------------------------------------------------------------------------
INVESTMENTS          All                            - Partnership share
------------------------------------------------------------------------
STOCKS               Stocks          All other      - Based on actual
                     manufactured    stocks         quantities of
                     by LPC                         stocks from each
                                                    source
------------------------------------------------------------------------
OPERATING DEBTORS    Sales of        All other      - Based on
Trade Debtors}       material        trade debtors  detailed analysis
Intra Group Debtors} manufactured                   of all open
                     by LPC                         accounts concerned
------------------------------------------------------------------------
Other operating      Items           All other
debtors              exclusive to    operating
                     LPC             debtors
                     partnership or
                     trade in
                     product
                     manufactured
                     by LPC
------------------------------------------------------------------------
OPERATING CREDITORS
LESS THAN 1 YEAR
Trade Creditors}     Purchases of    All other      - Based on
Intra Group          material        operating      detailed analysis
Creditors}           manufactured    creditors      of all open
                     by LPC          less than 1    accounts concerned
                                      year
------------------------------------------------------------------------
Other operating      Purchases and   All other      - Based on
creditors            services        operating      detailed analysis
                     exclusively     creditors      of all open
                     related to LPC                 accounts concerned
                     partnership
                     and to
                     material
                     manufactured
                     by LPC
------------------------------------------------------------------------
NON OPERATING        Items           All other      -Mainly tax split
DEBTORS/CREDITORS    exclusively     non-operating  based on analysis
                     related to LPC  debtors/       of results based
                     and materials   creditors      on detailed
                     manufactured                   analysis of all
                     by LPC                         open accounts
                                                    concerned
------------------------------------------------------------------------
NET DEBT             All Net Debt
                     to LPC Business
------------------------------------------------------------------------
PROVISIONS           Items           All other
                     specifically    provisions
                     related to LPC
------------------------------------------------------------------------
DEFERRED INCOME      Items           All other
                     specifically    deferred
                     related to LPC  income
------------------------------------------------------------------------
NET ASSETS                                          - Calculated by
                                                    difference
------------------------------------------------------------------------

        NOTES:

      1 Pension Liability (Approx.  US$250,000) is accounted for according to US
        rules  (FAS87  etc.)  in A Form.  Therefore  no  reconciling  difference
        between US and UK GAAP.

      2 ICI A Forms  do not  report  deferred  tax for  ICI's  US  subsidiaries.
        However any deferred tax in the US GAAP  accounts is readily  analysable
        into its LPC and  Sulphate  and is  estimated to derive to the extent of
        some 99 per cent. from LPC's tax depreciation.








<PAGE>



                                       SCHEDULE 8
                                US FINANCIAL INFORMATION

                                      (Clause 1.1)


                          SPLIT A FORMS AS AT 28 FEBRUARY 1998
                                   TAI BALANCE SHEET
                                     AT 28 FEBRUARY

                                                                   USD THOUSANDS
                                AMERICAS            LPC               TOTAL
                                BUSINESS       BUSINESS

       Fixed Assets                   50              -                  50

       Investments                     -        155,744             155,744

       Stocks                      8,891          9,851              18,742

       Operating Debtors          17,736         12,447              30,183

       TCI Debtor                      -          1,405               1,405

       Operating                 (18,002)        (8,622)            (26,624)
       Creditors less
       than 1 year

       TCI Creditor               (1,768)             -              (1,768)

       Non Operating                   -            288                 288
       Debtors

       Non Operating                   -           (728)               (728)
       Creditors less
       than 1 year               -------       --------            --------

                                   6,907        170,385             177,292
                                 -------       --------            --------

       Net Debt                        -         39,943              39,943

       Provisions                    268              -                 268

       Deferred Income                 -              -                   -
                                --------       --------            --------
                                     268         39,943              40,211

       Shareholders' Equity                                         137,081
                                                                   --------
                                                                    177,292
                                                                   --------
        NOTES:

      1 Operating  Debtors  at 28 Feb 1998 have been  split pro rata to sales in
        January and February 1998.

      2 The  pensions  provision  has been  reclassified  into  "PROVISIONS"  in
        accordance with the definition of A Form in this agreement.

      3 TCI Debtors/TCI Creditors and TAI Debtors/TAI Creditors net out.

<PAGE>



                                       SCHEDULE 9

                                      (Clause 1.7)

        David Allen
        David Busby
        John Collingwood
        Guy Gauthier
        John Gush
        Rene Lachance
        Michael Maughan
        Dave Williams





<PAGE>



                                      SCHEDULE 10

                                  (Clause 7.1(f)(iii))








<PAGE>



                                       SIGNATURES





         SIGNED by                      }
         for and on behalf of
         ICI AMERICAN HOLDINGS INC.






         SIGNED by                      }
         or and on behalf of
         NL INDUSTRIES, INC.



<PAGE>



                                        ANNEX 1
                             AGREED FORM DEED OF INDEMNITY