EXHIBIT 10.4

                          DATED                                   1998





                             TIOXIDE EUROPE LIMITED

                                       and



                              N L INDUSTRIES, INC.















                        SHARE SALE AND PURCHASE AGREEMENT
                                       OF
                                      NEWCO




<PAGE>


          THIS AGREEMENT is made on                1998  BETWEEN:


          (1) TIOXIDE  EUROPE  LIMITED  (registered  number  832447),  a company
              incorporated under the laws of England, whose registered office is
              at 137-143 Hammersmith Road, London W14 0QL (the "SELLER");


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


          WHEREAS:

          (A) [ ] Limited is a company registered in England,  short particulars
          of which are set out in Schedule 1 (the "COMPANY").

          (B) The  Seller  holds  shares  in 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 set out in this agreement.

          IT IS AGREED as follows:


       1  INTERPRETATION

     1.1  In this agreement:

          "ACT" means the Companies Act 1985;

          "ACTUAL  NET WORKING  CAPITAL"  has the  meaning  ascribed  thereto in
          Schedule 4 of the Hivedown Agreement;

          "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 the Seller and its subsidiary companies, the
          term "Affiliates"  shall not include any entity in which a party has a
          fifty 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 the parties to this agreement;

          "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;

          "CAP" has the meaning set forth in sub-Clause 5.6;

          "CLAIM"  means any claim  (other than in respect of  Taxation)  by the
          Purchaser  for breach of the  Warranties or under the  indemnities  or
          under  any  other  provision  of this  agreement  or under  any of the
          Implementation  Agreements for which the Seller  accepts  liability or
          shall be adjudicated as being liable;

          "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;

<PAGE>

          "COMPLETION  DATE" means  immediately after completion of the Hivedown
          Agreement;

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

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

          "ENVIRONMENT" has the meaning given in Schedule 6;

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

          "ENVIRONMENTAL LAWS" has the meaning given in Schedule 6;

          "ESTIMATED  HIVEDOWN   CONSIDERATION"  has  the  meaning  ascribed  to
          Estimated Consideration in the Hivedown Agreement;

          "ESTIMATED  NEWCO HIVEDOWN DEBT" has the meaning  ascribed  thereto in
          sub-Clause 3.1.1 of the Hivedown Agreement;

          "EXCLUDED ASSETS" means the carbon dioxide liquefaction plant owned by
          ICI or its relevant Affiliate(s) and currently at the Grimsby Site;

          "FINAL  HIVEDOWN  CONSIDERATION"  has the  meaning  ascribed  to Final
          Consideration in the Hivedown Agreement;

          "GRIMSBY  ASSETS" has the meaning  ascribed to Business  Assets in the
          Hivedown Agreement but excluding the Excluded Assets;

          "GRIMSBY  BUSINESS"  means  the  business  purchased  by  the  Company
          pursuant to the Hivedown Agreement;

          "GRIMSBY  BUSINESS DATA" has the meaning  ascribed to Business Data in
          the Hivedown Agreement;

          "GRIMSBY  CONTRACTS"  has the  meaning  ascribed to  Contracts  in the
          Hivedown Agreement;

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

          "GRIMSBY EMPLOYEES" has the meaning ascribed to Transferring Employees
          and Offer Employees in the Hivedown Agreement;

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

          "GRIMSBY  PROPERTIES"  has the meaning  ascribed to  Properties in the
          Hivedown Agreement;

          "GRIMSBY SITE" means the property  short  particulars of which are set
          out  in the  table  contained  in  Schedule  2 Part I of the  Hivedown
          Agreement;

          "GRIMSBY  STOCKS" has the meaning  ascribed to  Stock-in-Trade  in the
          Hivedown Agreement;

          "HIVEDOWN  AGREEMENT"  means the  agreement  of even date  between the
          Seller  and the  Company  relating  to the  sale and  purchase  of the
          Grimsby Business;

          "ICI" means Imperial Chemical Industries PLC;

          "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 ICI Group,  copies of which have
          been received by the Purchaser  (and which consist of an  introduction
          to  the  Group  Controller's   Manual  Bulletin  Board  of  Accounting
          Language,   Bulletin  Board  Reporting,   Accounting  Definitions  and
          Conventions, Accounting Policies and Procedures, Controls, Reporting);

<PAGE>

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

          "IMPLEMENTATION AGREEMENTS" means the documents listed in Schedule 5;

          "INTELLECTUAL PROPERTY" means all patents, trademarks,  service marks,
          registered   designs,   copyrights,   and  rights  to  inventions  and
          applications  for and rights to apply for protection or  registrations
          of any of the same including any continuing,  reissue,  divisional and
          re-examination patent applications and Technical Information;

          "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  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;

          "MATERIAL GRIMSBY  CONTRACTS" means all Grimsby 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 Grimsby  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 Grimsby  Business in excess of  US$1,000,000;  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;  and/or (v) relating to third party distribution or agency in
          respect of products;

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

          "PERMITS" means all licences, permits,  authorisations,  registrations
          and approvals issued or granted by statutory or local  authorities for
          the purposes of operation of the Grimsby 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
          Regulatory Conditions);

          "PLANT AND EQUIPMENT" has the meaning  ascribed to Plant and Equipment
          in the Hivedown Agreement;

          "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
          necessary  to complete the sale of the Company on the terms set out in
          this agreement;

          "QUALIFYING AMOUNT" has the meaning set forth in sub-Clause 5.5.1;

          "QUALIFYING CLAIM" has the meaning set forth in sub-Clause 5.5;

          "SCHEME" means the Tioxide Pension Fund;

<PAGE>

          "SELLER'S AUDITORS" means  PricewaterhouseCoopers  of 32 London Bridge
          Road, London SE1 9QL;

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

          "TAXATION" means:

                      (a)  any tax, duty,  impost or levy,  past or present,  of
                           the   United    Kingdom   or    elsewhere,    whether
                           governmental,  state, provincial,  local governmental
                           or municipal, including but not limited to income tax
                           (including  income tax  required  to be  deducted  or
                           withheld  from or  accounted  for in  respect  of any
                           payment  under  Section  203  of the  United  Kingdom
                           Income and Corporation  Taxes Act 1988 or otherwise),
                           corporation  tax,  advance  corporation  tax, capital
                           gains tax, value added tax,  customs and other import
                           or export duties, stamp duty, stamp duty reserve tax,
                           national insurance and social security  contributions
                           but  excluding  rates,  council  tax or  any  similar
                           charge; and

                      (b)  any  fine,  penalty,  surcharge,  interest  or  other
                           imposition  relating to any tax, duty, impost or levy
                           mentioned in paragraph  (a) of this  definition or to
                           any  account,  record,  form,  return or  computation
                           required  to  be  kept,   preserved,   maintained  or
                           submitted  to any person for the purposes of any such
                           tax, duty, impost or levy;

          "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, such media as microfilm and microfiche);

          "TEL SHARE SALE  AGREEMENT"  means the share sale agreement  dated [ ]
          1998 between  Tioxide Group Limited (1) and Du Pont (U.K.) Limited (2)
          relating  to the sale and  purchase  of the whole of the issued  share
          capital of the Seller;

          "THRESHOLD AMOUNT" has the meaning given in sub-Clause 5.5.2;

          "TRANSFER TIME" has the meaning given to it in the Hivedown Agreement;

          "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; and

          "WARRANTIES" has the meaning given in sub-Clause 5.1.

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

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

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

          1.2.3   any  subordinate   legislation  made  (before  or  after  this
                  agreement)   under  any   enactment,   including   one  within
                  sub-Clauses 1.2.1 or 1.2.2 above,

          except  to  the  extent  that  any  of  the  matters  referred  to  in
          sub-Clauses  1.2.1 to 1.2.3 occurring after the date of this agreement
          would  increase  or alter  the  liability  of the  Seller  under  this
          agreement.

<PAGE>

     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
          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(3) 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 the Seller and its Affiliates
          who have direct  responsibility for the subject matter concerned being
          those listed in Schedule 7.

     1.8  Unless  the  context  otherwise  requires  and except in  relation  to
          Taxation  matters,  references  in  sub-Clause  1.1,  sub-Clause  6.1,
          Schedule  3 and  Schedule  6 to the  "Company"  in the  context of the
          carrying on or operation of the Grimsby Business shall be deemed to be
          a reference  to the Seller in relation to the carrying on or operation
          of the Grimsby Business up to and until the Transfer Time.


       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

     3.1  The  consideration  for  the  sale  of  the Sale Shares  shall be US$1
          payable in cash by  the Purchaser on Completion (the "CONSIDERATION").

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

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

<PAGE>

       4  PURCHASER'S WARRANTIES AND UNDERTAKINGS

     4.1 The Purchaser warrants to the Seller that:

          4.1.1   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;

          4.1.2   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;

          4.1.3   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 terms; and

          4.1.4   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 by- laws; 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.

     4.2  The  Company  will  discharge  and pay in  full  the  Estimated  Newco
          Hivedown  Debt at  Completion  and any  additional  amount  payable in
          relation to any  adjustment  thereto as  described in  sub-Clause  7.2
          below, such payments to be made to the TEL Account.


       5  SELLER'S WARRANTIES AND UNDERTAKINGS

     5.1  The Seller warrants to the Purchaser that, save as otherwise stated in
          this  agreement  and subject to all matters and  circumstances  fairly
          disclosed in the Grimsby Disclosure Letter, each of the statements set
          out in Schedule 3 to this  agreement  (the  "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 Warranties.

     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.

<PAGE>

     5.3 The Purchaser acknowledges and agrees that:

          5.3.1   except for the Warranties,  no statement,  promise or forecast
                  made  by or on  behalf  of the  Seller  or any  member  of the
                  Seller's  Group or any  member  of the ICI  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  (save  as may  be  set  out in the
                  Implementation Agreements); and

          5.3.2   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  under or in respect of a Claim shall be
          governed by the terms of this Clause 5 and shall 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 such claim pending
          such liability becoming due and payable.

     5.5 It is hereby  agreed that the Seller  shall have no  liability  for any
         Claim:

          5.5.1   unless  the  amount  of such  Claim  exceeds  US$100,000  (the
                  "QUALIFYING Amount"); and

          5.5.2   until and to the extent only that the aggregate  liability for
                  all  Claims   exceeding  the   Qualifying   Amount   (notified
                  previously  or at the same  time)  exceeds  US$5,300,000  (the
                  "THRESHOLD AMOUNT").

          For  the  avoidance  of  doubt,  notwithstanding  that  the  aggregate
          liability for Claims  exceeding  the  Qualifying  Amount  ("QUALIFYING
          CLAIMS") of the Seller has exceeded the Threshold  Amount,  the Seller
          shall be liable solely for that excess.

     5.6  It is hereby agreed that the maximum aggregate liability of the Seller
          in respect of all Claims shall under no  circumstances  exceed (to the
          extent that the relevant  Claim has been  brought by the  Purchaser in
          accordance  with the terms of this agreement  within the relevant time
          period) an amount to be determined as follows (the "CAP"):

          5.6.1   in respect of all Claims  notified  to the Seller  pursuant to
                  this agreement in the period commencing on the Completion Date
                  up to but not including the third anniversary thereof, the Cap
                  shall be US$63,152,000;

          5.6.2   on the  third  anniversary  of  the  Completion  Date  the Cap
                  shall  reduce to US$44,206,400;

          5.6.3   on  the  fourth  and  each   subsequent   anniversary  of  the
                  Completion  Date  the  Cap  shall  reduce  (but  so  that  the
                  applicable anniversary date for determining whether a Claim is
                  subject to a Cap reduction as aforesaid  shall be by reference
                  to the date upon  which the Claim is  notified  to the  Seller
                  pursuant  to  this  agreement  and  not the  date  upon  which
                  liability  thereunder is accepted or adjudicated) by an amount
                  of  US$6,315,200  such  that on the tenth  anniversary  of the
                  Completion Date it is completely extinguished.

     5.7  Subject to sub-Clause 5.14, the Seller shall have no liability for any
          Claims notified by the Purchaser on or after the tenth  anniversary of
          the Completion Date.

     5.8  For the avoidance of doubt, in no  circumstances  whatsoever shall the
          maximum  aggregate  liability  of the  Seller in respect of all Claims
          exceed US$63,152,000.

     5.9 The Purchaser acknowledges and agrees that:

          5.9.1   no  liability  shall  attach  to the  Seller  by reason of any
                  breach of any of the  Warranties  or other  provisions of this
                  agreement or the Implementation  Agreements to the extent that
                  the loss has been recovered by the Purchaser  under Schedule 6
                  or  any  other   term  of  this   agreement   or  any  of  the
                  Implementation  Agreements and  accordingly  the Purchaser may
                  only recover once in respect of the same loss; and

<PAGE>

          5.9.2   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 or the Company 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.

    5.10 The Purchaser shall not be entitled to make any Claim:

          5.10.1  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 Grimsby Financial Information; or

          5.10.2  to the extent that the matter which  constitutes the Claim was
                  specifically consented to in writing by the Purchaser.

    5.11  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 liability for fraud.

    5.12  Save as otherwise provided in this agreement,  the Seller shall not be
          liable in  respect  of any Claim 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.

    5.13  The  Purchaser  shall not be  entitled to make any claim in respect of
          any  breach or alleged  breach of the  Warranties  or the  indemnities
          contained  in this  agreement  or under  any other  provision  of this
          agreement to the extent that:

          5.13.1  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 Grimsby Disclosure Letter; or

          5.13.2  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; or

          5.13.3  allowance,  provision  or reserve  in  respect of the  subject
                  matter of such claim has been made or has otherwise been taken
                  into account or reflected in the mechanics for the calculation
                  of the Final Hivedown  Consideration or the Actual Net Working
                  Capital.

    5.14  The  Purchaser  shall take all  reasonable  steps to mitigate any loss
          which  may  give  rise  to a Claim  including,  without  limiting  the
          generality of the foregoing,  the making of a claim which is available
          to the  Purchaser  or its  Affiliates  under any  available  insurance
          policy. It is agreed that:

          5.14.1  no Claim  by the  Purchaser  in  respect  of a  breach  of the
                  Warranties shall be enforceable  unless written notice thereof
                  (including  all  material   details  thereof  then  reasonably
                  available to the Purchaser) has been given by the Purchaser to
                  the  Seller  as  soon  as  reasonably  practicable  after  the
                  Purchaser  has  become  aware of the facts  and  circumstances
                  giving  rise to such  claim  and  their  implications  for the
                  purposes of this  agreement and unless such written notice has
                  been  duly  served  on the  Seller  within  24  months  of the
                  Completion Date;
<PAGE>


          5.14.2  no other Claims by the Purchaser  shall be enforceable  unless
                  written notice thereof (including all material details thereof
                  or  relating   thereto  then   reasonably   available  to  the
                  Purchaser)  has been given by the  Purchaser to the Seller (in
                  accordance  with  the  terms  of  this  agreement)  as soon as
                  reasonably practicable after the Purchaser has become aware of
                  the facts and circumstances giving rise to the claim and their
                  implications for the purpose of this agreement;

          Provided  however that the Purchaser  shall be able to bring any Claim
          against the Seller  without  complying  with the terms of  sub-Clauses
          5.14.1  and  5.14.2  hereof  to the  extent  that the  Seller  has not
          suffered  prejudice  as a  result  of any such  non-compliance  by the
          Purchaser.

    5.15  If any claim is made  against the Company the subject  matter of which
          might  also  reasonably  be  expected  to give  rise to a  Claim,  but
          excluding  matters provided for in Schedule 6 in relation to which the
          specific provisions set out in Schedule 6 shall apply:

          5.15.1  the Purchaser  shall, if so requested by the Seller,  take all
                  steps which are  necessary and  reasonable  to avoid,  resist,
                  appeal,   compromise   or  defend   any  such  claim  and  any
                  adjudication  in respect thereof (but subject in any such case
                  to the Purchaser  being  indemnified by the Seller against all
                  costs and expenses  which may  reasonably  and  necessarily be
                  incurred in connection therewith) and the Seller shall, at its
                  request,  be allowed to conduct any negotiations,  proceedings
                  or appeals incidental thereto;

          5.15.2  the Seller shall raise no objection to the Purchaser attending
                  (and,  where  the  rights  of the  Purchaser  are,  or may be,
                  detrimentally  affected) being separately legally  represented
                  (at its own  expense)  and,  where  appropriate,  heard at any
                  negotiations,  proceedings  or  appeals  which the  Seller has
                  taken conduct of pursuant to  sub-Clause  5.15.1 above and the
                  Purchaser  shall  be  consulted  by the  Seller  prior  to any
                  compromise, settlement or admission of liability being made by
                  the Seller at such negotiation, proceedings or appeals; and

          5.15.3  the  Purchaser   shall  at  all  reasonable   times  and  upon
                  reasonable  prior  notice  allow  the  Seller  and its  agents
                  reasonable  access to all relevant  properties  of the Grimsby
                  Business,  and access to,  with the right to inspect  and take
                  copies of, all relevant books and records and Grimsby Business
                  Data of the  Grimsby  Business  (as then  carried  on) subject
                  always to keeping the same confidential  other than in respect
                  of necessary  disclosures  in  connection  with such action or
                  claim  which  disclosures  shall only be made and then only in
                  compliance with sub-Clause  5.15.4,  if required by law or the
                  procedures  of any court or  tribunal  or  otherwise  with the
                  prior written consent of the Purchaser (such consent not to be
                  unreasonably withheld or delayed);

          5.15.4  if  the  Seller  or  its  agents  become   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  sub-Clause  5.15.3,  the  party  so
                  compelled  shall  provide  the  Purchaser  with  prompt  prior
                  written  notice of such  requirement so that the Purchaser may
                  seek a protective order or other appropriate remedy. So far as
                  it is legally able so to do, the Seller agrees to cooperate in
                  the Purchaser'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-Clause 5.15.4.

<PAGE>

    5.16  If the Seller pays to the Purchaser any amount under this agreement in
          respect  of any  Claim and the  Purchaser  or the  Company  is able to
          recover  any sum from any  third  party  (including  any  insurer)  in
          respect of that Claim, the Purchaser shall, and shall procure that the
          Company shall,  use all  reasonable  endeavours to so recover any such
          sum and shall  repay to the Seller so much of the  amount  paid by the
          Seller  as is  equal  to any sum  recovered,  after  allowing  for the
          reasonable  costs  and  expenses  of  the  Purchaser  or  the  Company
          reasonably  incurred in connection  therewith,  provided  that, in the
          event that the Purchaser or the Company elects not to recover any such
          sum from such third party, the Seller shall be entitled at its cost to
          require  that  the  Purchaser  or the  Company  assign  such  right of
          recovery to the Seller.  Furthermore,  if any liability on the part of
          the Seller  hereunder  which  results  in a payment  being made by the
          Seller to the  Purchaser  gives  rise to any  corresponding  saving or
          rebate to the  Purchaser or the Company  (including  any tax saving or
          rebate) then the value of such  corresponding  saving or rebate to the
          Purchaser  or the Company  shall be set against the  liability  of the
          Seller hereunder.

    5.17  Any  payment  by  the  Seller  made  to  the  Purchaser  (or  for  the
          Purchaser's  benefit) in respect of any liability under this agreement
          for  breach of the  Warranties  or  otherwise  shall be deemed to be a
          reduction  in the  consideration  payable  hereunder in respect of the
          Sale Shares.

    5.18  No party  hereto shall be entitled to set off any amounts due to it by
          any other party  (whether  under this  agreement,  the  Implementation
          Agreements or otherwise)  against sums owing (or claimed by such other
          party to be  owing)  under the terms of this  agreement  (whether  for
          breach of the Warranties or otherwise).

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

    5.20  The parties are of the view that the  provisions of Section 343 of the
          Income and Corporation  Taxes Act 1988 and Section 171 of the Taxation
          of  Chargeable  Gains Act 1992 will not apply in  connection  with the
          sale and purchase of the Grimsby  Assets under the Hivedown  Agreement
          and the Seller agrees and undertakes to prepare and submit tax returns
          on the basis  that the said  Sections  343 and 171 are not  applicable
          (the "AGREED  BASIS").  Subject to  compliance  by the Seller with the
          foregoing  provisions  of this Clause  5.20,  the Seller shall have no
          liability to the Purchaser if, notwithstanding such compliance,  Newco
          fails to obtain capital allowances or allowable  expenditure under the
          said Section 343 in a manner consistent with the Agreed Basis.


       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
          losses, costs, liabilities,  proceedings, claims, demands and expenses
          (including  reasonable  legal fees) other than  liabilities  expressly
          assumed  by  the   Purchaser   pursuant  to  this   agreement  or  the
          Implementation  Agreements or to the extent that such liabilities have
          been taken into account in the  mechanics for the  calculation  of the
          Final  Hivedown  Consideration  or  the  Actual  Net  Working  Capital
          (together,  "LIABILITIES")  which  may  be  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
          Grimsby Business by the Company prior to Completion  (unless the claim
          made by the third  party  giving  rise to the  Liabilities  was fairly
          disclosed in the Grimsby Disclosure Letter), including:

<PAGE>

          6.1.1   Liabilities  arising 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 Grimsby Business prior to Completion

          6.1.2   any breach of contract, tort, product liability or other claim
                  arising from, or with respect to, the operation of the Grimsby
                  Business  prior to Completion and asserted by any third party;
                  and

          6.1.3   any   suit,   action,   arbitration,    charge,   governmental
                  investigation,  claim,  litigation or  proceedings  pending or
                  threatened at Completion and affecting the Grimsby Business or
                  the Company.

          For the avoidance of doubt,  the indemnity  contained in this Clause 6
          shall  not  apply  to (i) any  liability  to  Taxation;  or  (ii)  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.  All  definitions  in  this
          sub-Clause (ii) are as defined in Schedule 6.

     6.2  The  Purchaser  agrees to give the Seller notice of any and all claims
          asserted against any Indemnified Party for which indemnification is or
          may be sought  under this Clause 6. Such notice shall be given as soon
          as 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.

     6.3  In  any  litigation,   administrative   proceedings,   negotiation  or
          arbitration  pertaining  to any  claim for  which  indemnification  is
          sought  pursuant  to  sub-Clause  6.1 above the Seller  shall have the
          right to select legal counsel to represent any  Indemnified  Party and
          otherwise  to control such  litigation,  proceedings,  negotiation  or
          arbitration.   If  the  Seller  elects  to  control  such  litigation,
          proceeding,  negotiation or  arbitration,  the Purchaser shall have at
          all times the right  fully to  participate  in the  defence at its own
          expense.  If the Seller shall  within a  reasonable  time after notice
          unreasonably  fail to defend the claim,  the Purchaser  shall have the
          right  but not the  obligation  to  undertake  the  defence  of and to
          compromise or settle the claim or any other matter on behalf,  for the
          account,  and at the risk, of the Seller provided that such settlement
          shall be  negotiated  and entered into by the Purchaser on a bona fide
          basis and shall not  exceed  the sum  claimed.  In the event  that the
          claim is one that  cannot  by its  nature  be  defended  solely by the
          Seller with  reference to the personnel and  information  available to
          the Seller,  the Purchaser  shall make available all  information  and
          assistance  as the  Seller  may  reasonably  request  at the  Seller's
          expense.

     6.4  Notwithstanding the foregoing provisions, should the subject matter of
          any litigation, proceeding, negotiation or arbitration include a claim
          against any Indemnified Party seeking injunctive relief, the Purchaser
          shall have the right to take  exclusive  control of the defence of the
          entire proceedings.


       7  COMPLETION

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

          7.1.1   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 its signatories have
                  necessary authority to enter into this agreement and the other
                  agreements referred to herein
<PAGE>


          7.1.2   each  party  shall  (or  shall   procure   that  its  relevant
                  Affiliates)  duly  execute  and,  to  the  extent  applicable,
                  complete the Implementation Agreements

          7.1.3   the Seller shall deliver to the Purchaser:

                  (i) a duly  executed  transfer  or  transfers in favour of the
                      Purchaser 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);

                  (iv)resignations of [all] the  directors  and secretary of the
                      Company in the  Agreed Form;

                  [(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)the Grimsby Business Data;

                  (vii)the  documentation  and  title  deeds  to   the   Grimsby
                      Properties   in   accordance   with  the   provisions   of
                      Schedule 2;

          7.1.4   the Purchaser shall pay to the Seller the Consideration;

          7.1.5   the  Company  shall  discharge  and pay in full the  Estimated
                  Newco Hivedown Debt (being the sum of  US$118,410,000)  to the
                  Seller, such payment to be made to the TEL Account;

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

                  (i) approve the transfers  referred to in sub-Clause 7.1.3 (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.

     7.2  If the Final  Hivedown  Consideration  exceeds the Estimated  Hivedown
          Consideration,  the excess  shall be paid by the Company to the Seller
          in accordance with the provisions of sub-Clause 3.2 and Schedule 14 of
          the Hivedown Agreement, such payment to be made to the TEL Account.


       8  GRIMSBY EMPLOYEES

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

     8.1  the Grimsby Employees will receive and enjoy contractual  remuneration
          and   benefits   (including   retirement   benefits)   which,   judged
          objectively,  are no less  favourable  overall than their  contractual
          remuneration and benefits at the Completion Date; and

<PAGE>


     8.2  it will not make any  unilateral  material  change to the  contractual
          terms and conditions of employment with the Grimsby  Employees  (which
          includes those terms  contained in a letter to employees dated 19 June
          1991 from the Seller) without prior consultation where required by any
          local laws or agreements,  with recognised  trade unions,  appropriate
          employee representatives, or the Grimsby Employees.


       9  GRIMSBY PROPERTIES

          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.


      10  PENSIONS

          Schedule 4 shall apply.


      11  ENVIRONMENTAL AND COPPERAS

    11.1  The Seller and Purchaser  shall observe and perform the  provisions of
          Schedule 6 expressed  to be  observed  and  performed  by each of them
          respectively.

    11.2  The Seller  covenants  that for a period of three years from and after
          the Completion  Date,  none of the Seller and/or any of its Affiliates
          will  directly  or  indirectly  market,  sell or offer for sale in the
          United  Kingdom any  copperas  product  provided  that nothing in this
          clause  shall  prevent the Seller  and/or any of its  Affiliates  from
          purchasing  shares in any company or  purchasing  any  business  which
          carries on as an ancillary  part of its entire  business (so as not to
          form a substantial part of the same), the marketing, sale or offer for
          sale of any copperas product.


      12  ANNOUNCEMENTS

          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.


      13  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.


      14  NOTICES

    14.1  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  14.3  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. 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).

<PAGE>


    14.2  Any  notice  or  document   delivered  or  sent  in  accordance   with
          sub-Clause 14.1 shall be deemed to have been served:

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

          14.2.2  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 at 10.00 a.m. on  the  Business  Day after transmission  if
                  sent at any other time; or

          14.2.3  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 place of
                  destination) on the fifth Business Day after it was put in the
                  post if sent by registered airmail.

    14.3  The person to whom  notices or documents  should be addressed  for the
          purposes of sub-Clause 14.1 is:

          14.3.1  if to be served on the Seller or on Affiliates of the Seller:

                  Vice President & General Manager
                  White Pigment & Mineral Products
                  E.I. du Pont de Nemours and Company
                  Building 36-2nd Floor
                  Barley Mill Plaza
                  Wilmington, Delaware USA 19880
                  Fax: (1) 302 992 6084

                  with a copy to the  Company  Secretary  of  Imperial  Chemical
                  Industries PLC of Imperial Chemical House, 9 Millbank, London,
                  SW1P 3JF, Fax: (44) 171 798 5170;

          14.3.2  if to be served on the Purchaser:

                  General Counsel
                  N L Industries, Inc.
                  16825 North Chase Drive
                  Suite 1200
                  Houston
                  Texas USA 77060
                  Fax: (1) 281 423 3333

    14.4  In proving  service of a notice or document it shall be  sufficient to
          prove that  delivery was made by hand 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  GENERAL

    15.1  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.

    15.2  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 the TEL  Account or at such other  account as the Seller
          may  notify  to the  Purchaser  and to the  Purchaser  in  immediately
          available funds to the Purchaser  Account or such other 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.

<PAGE>

    15.3  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.

    15.4  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:

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

          15.4.2  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

          15.4.3  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).

    15.5  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.

    15.6  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.

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

    15.8  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  WHOLE AGREEMENT

    16.1  Subject  to   sub-Clause   16.2   below,   this   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.

<PAGE>

    16.2  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  16.1
          above to form part of the  whole  agreement  between  the  parties  as
          referred to in that sub-Clause.

    16.3  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.


      17  GOVERNING LAW

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


      18  JURISDICTION

          The  parties  agree to submit  to the  exclusive  jurisdiction  of the
          English  courts  for all  purposes  relating  to this  agreement.  The
          Purchaser  irrevocably  appoints  Herbert  Smith (Ref 554) of Exchange
          House,  Primrose  Street,  London EC2A 2HS as its agent for service of
          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
                                               (RECITAL A)

          [      ] LIMITED

           Date and place of incorporation:
           Registered Office:
           Registered number:
           Authorised Share Capital:    GBP *
           Issued Share Capital:        GBP * divided into 2 Ordinary Shares
                                        of GBP1 each
           Shareholders:                Tioxide Europe Limited (or its nominees)
           Directors:
           Secretary:





<PAGE>



                                                SCHEDULE 2
                                            GRIMSBY PROPERTIES
                                         (SUB-CLAUSE 7.1.3(VII))

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






<PAGE>



                                                SCHEDULE 3
                                                WARRANTIES
                                                (CLAUSE 5)


                                                A. GENERAL



     A.1  CAPACITY AND CONDUCT OF THE GRIMSBY 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 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 or
          satisfied all corporate,  regulatory and other approvals, or any other
          significant   conditions,   necessary  to  execute  and  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  Grimsby  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 any order,  judgment,  decree or regulation
                      or 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  Schedule 1  relating  to the
          Company is true and accurate in all material respects.


     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.


     A.3  OWNERSHIP OF SALE SHARES

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

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

<PAGE>


          (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.


     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 Kingdom or elsewhere).

          (2)     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 Kingdom.


     A.5  OWNERSHIP OF GRIMSBY ASSETS

          (1)     Except  for the  Excluded  Assets  and those  assets  that are
                  leased (as  described  in the Grimsby  Disclosure  Letter) the
                  Company has full legal and beneficial title to all the Grimsby
                  Assets reflected in the Grimsby  Financial  Information  (save
                  for  current   assets  and  fixed   assets   worth  less  than
                  US$100,000,  both as defined  for the  purposes of the Grimsby
                  Financial  Information,  disposed  of by  the  Company  in the
                  ordinary course of its business since 28 February 1998) and to
                  all Grimsby  Assets  acquired by the Company since 28 February
                  1998.

          (2)     None of the  Grimsby  Assets  is  subject  to any  encumbrance
                  (including without limitation any debenture, mortgage, charge,
                  lien,  deposit  by way of  security,  bill of sale,  option or
                  right of  preemption)  except those that arise in the ordinary
                  course of business and do not have a material  adverse  effect
                  on the  Grimsby  Business.  All  significant  items of Grimsby
                  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  Grimsby
                  Business fully and effectively as previously carried on by the
                  Company.

          (3)     Save for fluctuations and variations in the Grimsby Stocks due
                  to  normal  business  factors  including  without   limitation
                  production  schedules  and market demand  (including  seasonal
                  factors  affecting  the same) the Grimsby  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 Grimsby  Business for the last four  quarters.
                  The Grimsby  Stocks are owned by the Company free and clear of
                  all liens,  claims,  charges and  encumbrances  other than any
                  such interests arising in the ordinary course of business. The
                  Grimsby Stocks are located at the Grimsby Properties.

          (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 Grimsby  Business in the manner in and to
                  the extent to which it is presently conducted.

<PAGE>


          (5)     The  Grimsby  Business  Data (other  than  historical  Grimsby
                  Business Data) contains in all material respects bona fide and
                  accurate records of all matters  customarily or required to be
                  dealt  with  therein.   The  Grimsby  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 Grimsby  Disclosure Letter contains details of the current
                  insurance  arrangements  applicable  to the Grimsby  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 material claim outstanding under any such arrangement.


     A.6  COMPLIANCE WITH STATUTES

          In  relation  to  the  Grimsby   Business,   the  Company  is  not  in
          contravention  of any  statute,  order  or  regulation  of the  United
          Kingdom or any relevant foreign country,  including but not limited to
          the Foreign Corrupt  Practices Act and the United States  anti-boycott
          regulations,  which is likely to result in a fine or  penalty or which
          would have a material adverse effect on the Grimsby Business. There is
          no order,  decree or judgment of any court or  governmental  agency of
          the United  Kingdom or any  foreign  country  outstanding  against the
          Company in relation to the Grimsby Business.


     A.7  LICENCES AND CONSENTS

          In relation to the  operation  of the  Grimsby  Business  prior to the
          Transfer Time by the Seller, the Grimsby Business had all governmental
          authorisations  licences and consents necessary to own and operate the
          Grimsby  Assets and to carry on the Grimsby  Business in the manner in
          which such business was carried on. All such authorisations,  licences
          and consents were valid and  subsisting  and were complied with in all
          material respects.  The Seller has paid all fees due under the same. A
          list of material  Permits  relating to the Grimsby  Business  has been
          disclosed and identified in the Grimsby Disclosure Letter.


     A.8  LITIGATION

          (1)     Except as  disclosed  in the Grimsby  Disclosure  Letter,  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 Grimsby  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  Grimsby
                  Disclosure  Letter a list (which is complete  and  accurate in
                  all material respects) which includes a general 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 Grimsby  Business
                  and which is likely to involve the Company  claiming or paying
                  sums in excess of  US$100,000.  The  Seller has  disclosed  in
                  general terms all material  (individually or in the aggregate)
                  product  liability  claims  received  by the Company or by the
                  Seller  during the last 3 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 are
                  bound and which will have a material  effect on the  operation
                  of the Company and the Grimsby 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  under  Part I
                  Insolvency Act 1986 and no compromise or arrangement  has been
                  sanctioned  under  Section  425 of the Act in  respect  of the
                  Company.

          (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

                  In relation to the Grimsby Business:

                  (a) Prior  to the  Transfer  Time,  the  Seller  had  lawfully
                      obtained all  Environmental  Authorisations  and each such
                      authorisation  at such time was in full  force and  effect
                      and the Seller had complied at all times therewith and the
                      Company,    having   obtained   all   such   Environmental
                      Authorisations  (on the same terms and subject to the same
                      conditions  as those held by the Seller),  will be able to
                      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 so far as the  Seller  is  aware
                      there are no facts or  circumstances  which may  result in
                      any Environmental Authorisation being so varied, modified,
                      revoked, suspended or which may prejudice their renewal.

                  (d) So far as the Seller is aware all appropriate or necessary
                      action in  connection  with the renewal or extension of an
                      Environmental Authorisation has been taken.

                  (e) The  Company is not  engaged  in and,  so far as 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  there  is no  reason  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.

<PAGE>

                  (g) So  far  as the  Seller  is  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.

          (2)     Compliance with Environmental Laws

                  In relation to the Grimsby Business:

                  (a) The Company is in compliance with  Environmental  Laws and
                      the state and use of the Grimsby  Properties  have been at
                      all times in conformity with Environmental Laws.

                  (b) The Company 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
                      Grimsby  Properties.  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) No proceedings or other action, claim or investigation are
                      or have been in  existence  or are 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

                  In relation to the Grimsby Business:

                  (a) The  Company or the  Seller,  in  relation  to the Grimsby
                      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 Grimsby
                      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 Grimsby
                      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  Grimsby  Business  in the last three years any adverse
                  report,  complaint or  investigation  of the Health and Safety
                  Executive   (or  any  non  UK   equivalent   if  any)  or  any
                  prosecution,  formal  caution or warning for any  violation of
                  any applicable  laws or  regulations  including the Health and
                  Safety at Work etc.  Act 1974 and the  Control  of  Substances
                  Hazardous to Health Regulations 1987.

<PAGE>


    A.10  DATA ROOM DOCUMENTS

          (1)     Save as  disclosed  in  Schedule 7 of the  Grimsby  Disclosure
                  Letter, so far as the Seller is aware,  each licence,  permit,
                  contract,  list and report set out in Annex 1 and disclosed in
                  the Data Room,  and  identified on Annex 1 by reference to the
                  reference number set out in the Data Room Index annexed to the
                  Grimsby 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.

          (2)     To the extent that any note,  summary or response to questions
                  of or in respect of the  documents set out in Annex 1 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. GRIMSBY FINANCIAL INFORMATION
          (1)     The Grimsby  Financial  Information  has been derived from the
                  books of the Grimsby Business of the Seller,  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  the  ICI's  Controller's  Manuals  (and  the
                  policies  contained in these Manuals are in accordance with UK
                  GAAP)  as  applied  by the  Seller  on a  consistent  basis in
                  accordance  with UK GAAP and,  on such basis,  represents  the
                  assets  and  liabilities  of  the  Grimsby  Business  as at 28
                  February 1998.

          (2)     The  Grimsby  Financial  Information  does not,  so far as the
                  Seller  is  aware,  materially  mis-state  any of 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 Grimsby Assets;

                  (b) no upward re-valuations of existing Grimsby Stocks; and

                  (c) no  material  adverse  change in the  Grimsby  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.


                                     C. ANTI-COMPETITIVE ARRANGEMENTS
          (1)     The  carrying on of the Grimsby  Business by the Company  does
                  not require any agreement, arrangement,  concerted practice or
                  course of conduct  which is material  to the Grimsby  Business
                  and which:

                  (a) is subject to  registration  under the  Restrictive  Trade
                      Practices Acts 1976 and 1977 but is not so registered;

                  (b) infringes  Article 85 or 86  of  the  Treaty  establishing
                      the  European Community;

                  (c) is an  "anti-competitive  practice"  within the meaning of
                      the Competition Act 1980.

          (2)     The  Company  or  the  Seller,  in  relation  to  the  Grimsby
                  Business,  have not  received  in the  last  three  years  any
                  process, notice or communication, formal or informal, from the
                  Office  of  Fair  Trading  or  Directorate  General  IV of the
                  European  Commission,  relating  to any aspect of the  Grimsby
                  Business  which  alleges any illegal  practices in relation to
                  the Grimsby Business and so far as the Seller is aware no such
                  process, notice or communication is likely to be received.

<PAGE>

                                      D. MATERIAL GRIMSBY CONTRACTS
          (1)     Copies of all the Material  Grimsby  Contracts  are annexed to
                  the Grimsby Disclosure Letter.

          (2)     The Company is not in breach of, or default under,  any of the
                  Material Grimsby  Contracts or any other Grimsby Contracts the
                  consequence  of which  would or may  have a  material  adverse
                  effect on the Company in relation to the Grimsby Business 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
                  Grimsby  Business.  All Material  Grimsby  Contracts are legal
                  valid  and  binding   obligations   of  the  Company  and  are
                  enforceable in accordance with their terms.


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

          (2)     No  Grimsby  Employee  of Grade 37 or above  has  given to the
                  Company or the Seller and  neither  the Company nor the Seller
                  have  received,   or  given,  notice  of  termination  of  his
                  employment.

          (3)     No more than 50 Grimsby  Employees  at the  Grimsby  Site have
                  given to the Company or the Seller and neither the Company nor
                  the Seller have received,  or given,  notice of termination of
                  their employment.

          (4)     Standard form consultancy agreements,  agency or self-employed
                  or contracted  labour  agreements  or contracts  where sums in
                  excess of  GBP50,000  per annum are paid or are payable by the
                  Company have been disclosed in the Grimsby  Disclosure Letter.

          (5)     The collective  agreements,  union recognition  agreements and
                  European  Works  Council  agreements  annexed  to the  Grimsby
                  Disclosure  Letter are all the agreements  between the Company
                  and the trade  unions  or  representative  bodies  constituted
                  pursuant to the European Works Council Directive No. 94/45/EC.

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

          (7)     Since 28 February  1998 there has been no  material  change in
                  rates of  remuneration  or other  benefits  or other  terms of
                  employment  of the  Grimsby  Employees.  The  Company is not a
                  party to any contractual  arrangement to make material changes
                  to remuneration or other benefits or other terms of employment
                  or to  establish  any new bonus  arrangements  for the Grimsby
                  Employees.

          (8)     Particulars  of all  loans  made  by the  Company  to  Grimsby
                  Employees  which are in excess of  US$100,000  and which shall
                  remain  outstanding at Completion,  together with sums owed by
                  the Company to any Grimsby  Employee (other than  remuneration
                  and other  contractual  or  customary  benefits)  which are in
                  excess of US$100,000,  are disclosed in the Grimsby Disclosure
                  Letter.

<PAGE>

          (9)     No Grimsby 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.

          (10)    No  more  than  50  Grimsby  Employees  at the  Grimsby  Site,
                  previously employed by the Company,  have a right to return to
                  work or any  right  to be  re-instated  or  re-engaged  by the
                  Company whether under statute or otherwise.

          (11)    A list of all Grimsby Employees of Grade 37 and above seconded
                  from ICI at the  Grimsby  Site is set out in or annexed to the
                  Grimsby Disclosure Letter.

          (12)    In relation to the  Grimsby  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 Grimsby 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 on the Grimsby Site.

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

          (14)    The Grimsby Disclosure Letter contains  approximate numbers of
                  Grimsby  Employees  at the Grimsby  Site as at the stated date
                  together with approximate  numbers of Grimsby  Employees below
                  Grade 37 and  approximate  numbers of Grimsby  Employees above
                  Grade  37.  The  Grimsby   Disclosure   Letter  also  contains
                  approximate  numbers  of  employees  of the  Company  who  are
                  employed at locations other than at the Grimsby Site.

                  For  the  purposes  of  these  employment   warranties  alone,
                  "GRIMSBY  EMPLOYEES"  means  employees  of the Company who are
                  employed  at the  Grimsby  Site and  Grimsby  Site  means  the
                  Factory at Pyewipe Road,  details of which are set out in Part
                  1 Section 2 of Schedule 2.

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


                                               F. PENSIONS
          In this Part F: "SCHEME DOCUMENTS" means the documents relating to the
          Scheme identified in the Grimsby 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 (as defined
                  in Section 612(1) of the Income and Corporation Taxes Act 1988
                  (referred  to in this Part F as  ICTA)),  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 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.

<PAGE>

          (3)     The Scheme is approved as an exempt  approved  scheme  (within
                  the  meaning of Chapter I of Part XIV of ICTA) and there is in
                  force  in  respect  of the  employments  to which  the  Scheme
                  relates an appropriate contracting-out certificate (within the
                  meaning of section 7 of the  Pension  Schemes Act 1993) and so
                  far as the Seller is aware nothing has been done or omitted to
                  be done which  will or may result in the Scheme  ceasing to be
                  approved as an exempt approved  scheme or the  contracting-out
                  certificate   in  respect  of  the  Scheme  being   cancelled,
                  surrendered or varied.

          (4)     So far as the  Seller is aware,  the  Scheme  has at all times
                  complied  with  the  provisions  of  all  relevant   statutes,
                  regulations  and  requirements  and has 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 to OPRA.

          (5)     So far as the Seller is aware, 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.


                                          G. GRIMSBY PROPERTIES
          (1)     The  Grimsby  Properties  constitutes  all of the  freehold or
                  leasehold  or other  immovable  property  owned by occupied or
                  used by the Company.

          (2)     The particulars of the Grimsby  Properties shown in Schedule 2
                  to the Hivedown Agreement (including in the case of registered
                  land the class of title and title  number) are true,  complete
                  and correct. The use of the Grimsby Properties for the purpose
                  stated in Schedule 2 to the Hivedown Agreement  corresponds to
                  the use to  which  it is in fact  put or  (where  the  Grimsby
                  Properties is not presently in use) to the use to which it was
                  last in fact put.

          (3)     The  Company  has a good and  marketable  title to the Grimsby
                  Properties for the estate or interest  stated in Schedule 2 to
                  the Hivedown Agreement,  free from any defects, and has in its
                  possession,  or under its control,  all duly stamped deeds and
                  documents  which are  necessary  to prove title to the Grimsby
                  Properties,  and such title has already been fully  deduced to
                  the Purchaser's Solicitors.

          (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  save for the Grimsby  Properties.  The Company is in
                  exclusive  occupation  of the whole of the Grimsby  Properties
                  and on  completion  shall be in  exclusive  occupation  of the
                  whole of the Grimsby Properties.

          (5) The Grimsby  Properties  are 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.

<PAGE>

          (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 Grimsby  Properties has 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 Grimsby  Properties
                  or its present use under any legislation, agreement, covenant,
                  condition,  licence or consent other than those referred to in
                  paragraph A.9 above by any competent authority or other person
                  or so far as the Seller is aware any circumstance  which might
                  give rise to such a breach.

          (7)     The Grimsby  Properties are in a good and substantial state of
                  repair and  condition  and fit for the purposes for which they
                  are presently  used and the Company or the Seller has not used
                  in the Grimsby  Properties  any  substances  not in conformity
                  with  relevant  British  or  European  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  Grimsby  Properties  other  than  routine
                  maintenance.

          (8)     There  are  no  subsisting  allegations  that  the  use of the
                  Grimsby Properties for the purpose stated in Schedule 2, Parts
                  I and II of the Hivedown  Agreement is not the permitted  user
                  under the provisions of all relevant  legislation  (including,
                  without limitation,  legislation  relating to town and country
                  planning  and health and  safety but  excluding  environmental
                  protection) or regulations  made under such  legislation or is
                  not in accordance with the  requirements of the local planning
                  and all other competent  authorities or that any restrictions,
                  conditions  and  covenants  imposed  by or  pursuant  to  such
                  legislation  have  not  been  observed  and  performed  and no
                  agreement  has been  entered  into under  section 106 Town and
                  Country Planning Act 1990 (or any similar statutory provision)
                  in respect of the Grimsby Properties.

          (9)     The  copy  documents   disclosed  and  the  replies  given  by
                  Linklaters  & Paines to the  Purchaser's  Solicitors'  written
                  enquiries concerning the Grimsby Properties are true, complete
                  and accurate in all material respects.

          (10)    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 Grimsby  Properties)
                  (or any interest therein) whether by privity of contract or by
                  way of guarantee or surety or otherwise.

          (11)    The  Grimsby  Properties  have  the  benefit  of  all  rights,
                  easements and consents  reasonably required for the occupation
                  and operation of such properties for their 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.

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


                                         H. INTELLECTUAL PROPERTY
          (1)     So far as the Seller is aware,  the rights to be  licensed  to
                  the Company at Completion in respect of Intellectual  Property
                  and Technical  Information are all of those  considered by the
                  Seller to be necessary for the conduct of the Grimsby Business
                  by the Company as now conducted.

          (2)     Except as set out in the Grimsby Disclosure Letter, the Seller
                  has not received actual notice of infringement by others or of
                  attacks  on  the  validity  of  or  on  the  Seller's  or  its
                  Affiliates title to any Intellectual Property used exclusively
                  in  the  Grimsby  Business.   The  Grimsby  Disclosure  Letter
                  identifies  the status of the relevant  patents and, so far as
                  the Seller is aware, whether or not such patents are currently
                  being opposed.

<PAGE>

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

          (4)     So  far  as the  Seller  is  aware,  all  material  agreements
                  relating to Intellectual Property and Technical Information to
                  which the  Seller is a party and which  relate to the  Grimsby
                  Business are listed in the Grimsby Disclosure Letter.


                                                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 or
          the Company may be liable.


                                              J. THE COMPANY
          As at the Completion Date, the Company has not carried on any business
          or trade and has no liabilities or obligations  (actual or contingent)
          except for (i) any  liabilities or obligations  assumed by the Company
          pursuant  to the  terms  of the  Hivedown  Agreement  or any  document
          entered  into  pursuant  thereto;  (ii) any  liability  to stamp  duty
          arising  from  completion  of the  Hivedown  Agreement;  and (iii) any
          liability  incurred in the  ordinary  course of the  Grimsby  Business
          since the Transfer Time.


                                         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 Grimsby Disclosure Letter contains material details of the
                  measures  that  have  been  implemented   within  the  Grimsby
                  Business to determine the extent to which its Computer Systems
                  are not  Millennium  Compliant,  and  material  details of any
                  programme  undertaken  by the Grimsby  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)     Except  as  provided  for in the  Hivedown  Agreement  and any
                  document  entered  into  pursuant  thereto  and any  liability
                  incurred in the ordinary course of the Grimsby  Business since
                  the  Transfer  Time,  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 the ICI Group (in each
                  case as constituted  following  Completion) other than arising
                  in the  ordinary  course of business and as conducted on arm's
                  length terms.

<PAGE>

          (2)     Except  as  provided  for in the  Hivedown  Agreement  and any
                  document  entered  into  pursuant  thereto  and any  liability
                  incurred in the ordinary course of the Grimsby  Business since
                  the Transfer Time,  there is no agreement or contract to which
                  the Company is a party and to which any member of the Seller's
                  Group or the ICI Group (in each case 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.

          (3)     All of  the  debts  which  will  be  reflected  in  the  Final
                  Completion Statement (as defined in the Hivedown Agreement) 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)  will  realise  their  full  value  as
                  included in the Final Completion  Statement within the payment
                  terms agreed with the respective debtors.




<PAGE>



                                                SCHEDULE 4
                                                 PENSIONS
                                               (CLAUSE 10)


       1  DEFINITIONS

          "ACTUARY'S  LETTER"  means the letter  from the Scheme  Actuary to the
          Purchaser's Actuary attached to this agreement at Schedule 9.

          "PAYMENT DATE" means the date on which payment is due under  paragraph
          3.5.

          "PURCHASER'S  SCHEME" means the Scheme  nominated  under paragraph 2.1
          and, where the context requires, the trustees thereof.

          "PRINCIPAL  EMPLOYER"  means  Tioxide  Group Limited until the date on
          which it ceases to be the Principal  Employer of the Scheme and, after
          that date, the Seller.

          "SCHEME"  means  the  Tioxide  Pension  Fund and,  where  the  context
          requires, the trustees thereof.

          "TIMING ADJUSTMENT" has the meaning set out in the Actuary's Letter.

          "TRANSFERRING  MEMBER" means a Grimsby Employee who is a member of the
          Scheme on the  Completion  Date who  consents  to a transfer of assets
          being made for him to the Purchaser's Scheme under paragraph 2.3.

          "PURCHASER'S ACTUARY" means the actuary or firm of actuaries appointed
          by the Purchaser for the purpose of this Schedule.

          "SCHEME ACTUARY" means Graham Harman of Sedgwick Noble Lowndes Limited
          or any other  actuary or firm of actuaries  appointed by the Principal
          Employer for the purpose of this Schedule.


       2  THE PURCHASER'S SCHEME

     2.1  The  Purchaser  will,  on or  before  Completion  Date,  nominate  the
          Purchaser's  Scheme  being a scheme which is a  contracted-out  and an
          exempt  approved  scheme for the purposes of Chapter I Part XIV of the
          Income and  Corporation  Taxes Act 1988 ("ICTA") or capable of being a
          contracted-out  and exempt  approved  scheme and which is permitted by
          its rules to receive  transfer  payments  in  respect of  Transferring
          Members on the terms of this Schedule. The Purchaser will use its best
          endeavours  to ensure that this does not change  after the  Completion
          Date.

     2.2  Unless a Grimsby Employee requests  otherwise within four weeks of the
          Completion  Date, each Grimsby  Employee who is a member of the Scheme
          immediately  before the  Completion  Date  shall join the  Purchaser's
          Scheme with effect from the Completion  Date. Any Grimsby Employee who
          has not become eligible to join the Scheme by the Completion Date will
          be able to join the  Purchaser's  Scheme  on the  date he  would  have
          become  eligible  to join the Scheme if it had  continued  to apply to
          him.

     2.3  The  Principal  Employer  and the  Purchaser  will use all  reasonable
          endeavours to ensure that each Grimsby Employee who is a member of the
          Scheme immediately before the Completion Date and who becomes a member
          of the Purchaser's  Scheme is given the opportunity (in terms approved
          by the Principal  Employer and the Purchaser,  such approval not to be
          unreasonably  withheld),  of  consenting  within  eight  weeks  of the
          Completion  Date to a transfer  of assets  being made for him from the
          Scheme to the Purchaser's Scheme.

     2.4  The  Purchaser's  Scheme will provide  benefits  and require  employee
          contributions  in respect of each  Transferring  Member's service with
          the Company from the Completion  Date which are comparable  with those
          being  provided and required  under the Scheme and on a basis which is
          substantially  no less favourable  overall (to the satisfaction of the
          Principal  Employer's  Actuary)  than the basis on which  benefits are
          being provided  immediately  before Completion for (and  contributions
          required from) the Transferring Members under the Scheme.

<PAGE>


       3  TRANSFER PAYMENT FROM SCHEME

     3.1  The Principal  Employer will use reasonable  endeavours to ensure that
          on the  Payment  Date  the  trustees  of the  Scheme  transfer  to the
          Purchaser's  Scheme  an  amount  equal to the  value  of the  benefits
          payable  under the  Scheme in  respect  of the  Transferring  Members'
          service  before the  Completion  Date  calculated as at the Completion
          Date on the bases set out in the Actuary's Letter ("TRANSFER AMOUNT"),
          with the adjustments set out below.

     3.2  The  Transfer  Amount  will be  adjusted  by  reference  to the Timing
          Adjustment for the period between the Completion Date and the close of
          business  on the day before  the date on which  payment is made to the
          Purchaser's Scheme.

     3.3  The Transfer Amount as adjusted by paragraph 3.2 will be calculated by
          the Scheme  Actuary and agreed by the  Purchaser's  Actuary  within 14
          days of the  Scheme  Actuary  notifying  the  Transfer  Amount  to the
          Purchaser's Actuary.

     3.4  Payment  to the  Purchaser's  Scheme  will be  made  on the  following
          conditions:

          3.4.1   that the Inland Revenue has given its consent to the making of
                  the payment;

          3.4.2   the Purchaser has complied  with all its  obligations  in this
                  Schedule;

          3.4.3   the Transfer Amount has either been agreed under paragraph 3.3
                  or determined under paragraph 6;

          3.4.4   the trustees of the  Purchaser's  Scheme have  confirmed  that
                  they will accept the payment on the terms set out in paragraph
                  4.

     3.5  Payment  to  the  Purchaser's  Scheme  (adjusted  in  accordance  with
          paragraph 3.2) is due on the later of the following:

          3.5.1   3 months after the Completion Date; and

          3.5.2   14 days  after  the date  when the last of the  conditions  in
                  paragraph 3.4 has been satisfied.

     3.6  The  Principal  Employer  and the  Purchaser  will use all  reasonable
          endeavours to secure agreement  between the Scheme and the Purchaser's
          Scheme  respectively  as to the  particular  assets to be  transferred
          representing  the  amount  due.  If  agreement  is not  reached by the
          Payment Date, the transfer will be in the form of assets of the Scheme
          listed on the London  Stock  Exchange  and selected by the Trustees of
          the Scheme as a representative selection of such listed assets held by
          the  Scheme.  To the extent that any part of the amount due is paid in
          cash,  the amount due will be reduced by two per cent.  Any securities
          to be transferred  will be valued at the mid-market price at the close
          of business on the relevant  stock exchange on the day before the date
          of transfer.

     3.7  If the  trustees  of  the  Scheme  do  not  pay  the  Transfer  Amount
          calculated and adjusted in accordance  with  paragraphs 3.2 and 3.6 in
          full on the  Payment  Date,  the  Principal  Employer  will pay to the
          Purchaser the amount of the difference  ("SHORTFALL") less the rate of
          corporation tax current at the date of payment.  If they make a larger
          transfer  payment to the  Purchaser's  Scheme than the Transfer Amount
          adjusted in accordance with paragraphs 3.2 and 3.6, the Purchaser will
          pay the amount of the  difference to the  Principal  Employer less the
          rate of corporation tax current at the date of payment.

<PAGE>


     3.8  No  payment  shall  be due from the Principal Employer pursuant to 3.7
          above:

          3.8.1   if the reason  for the  payment  not  having  been made to the
                  Purchaser's Scheme by the expiry of the time limit referred to
                  above is the failure of the  Purchaser's  Scheme for  whatever
                  reason to accept  the whole or any part of the  payment  or if
                  the  reason is any other  reason  outside  the  control of the
                  Trustees  of the  Scheme  but,  if no  payment is due from the
                  Principal  Employer  because of any such other reason  outside
                  the control of the Scheme, payment will become due (subject to
                  the other  provisions  of this  paragraph  3) if and when such
                  reason ceases to exist;

          3.8.2   unless the  Purchaser  undertakes  in writing to the Principal
                  Employer to pay the  Shortfall  forthwith  to the  Purchaser's
                  Scheme  and to  procure  that such  amount be  applied  by the
                  Purchaser's  Scheme to provide  benefits for the  Transferring
                  Members in respect of their pensionable  service in the Scheme
                  before the Completion Date as mentioned in paragraph 4.


       4  BENEFITS  TO BE  PROVIDED  BY THE  PURCHASER'S  SCHEME IN  RESPECT  OF
          SERVICE UNDER THE SCHEME

     4.1  The Purchaser  shall procure that the pension  entitlements  under the
          Purchaser's  Scheme in respect of any member of the Purchaser's Scheme
          who:

          4.1.1   was  a  member of the Scheme immediately before the Completion
                  Date;

          4.1.2   has not  consented  to a transfer of assets being made for him
                  from the Scheme to the Purchaser's Scheme; and

          4.1.3   who dies after the  Completion  Date, but before the last date
                  on which he is able to give such consent under the  invitation
                  referred to in paragraph 2.3.

          will be augmented.  The  augmentation  will be such that the amount of
          the widow's or widower's and any child's or dependant's  pension which
          is payable in respect of such member from the Purchaser's Scheme shall
          be increased so that the total of such benefits  payable in respect of
          such member under the Scheme and the  Purchaser's  Scheme shall be the
          same as that which  would have been  payable  had that  employee  died
          while in service immediately before the Completion Date.

     4.2  The  Purchaser  will  ensure  that  the  Purchaser's   Scheme  accepts
          liability  for  each   Transferring   Member's  accrued  rights  to  a
          guaranteed  minimum  pension and accrued rights under section 9(2B) of
          the Pension Schemes Act 1993 and provides  benefits in respect of such
          payment in accordance with  regulations  made under Sections 12C or 20
          of that Act.

     4.3  The Purchaser will ensure that the Purchaser's  Scheme  credits,  with
          effect from the Completion Date, each  Transferring  Member with final
          salary type benefit  overall at least equal in value, as determined by
          the Scheme Actuary with the agreement of the Purchaser's  Actuary,  to
          those applying for and in respect of him under the Scheme  immediately
          before the Completion  Date. For this purpose  benefits will be valued
          under both schemes on the basis of the assumptions and methods set out
          in the  Actuary's  Letter.  If the  trustees of the Scheme  notify the
          trustees of the Purchaser's Scheme that a specified part of the assets
          transferred for a particular  Transferring  Member relates to benefits
          not calculated by reference to pensionable service, the Purchaser will
          ensure that he is entitled to equivalent benefits under its scheme.

<PAGE>


       5  NO ASSISTANCE

          The  Purchaser  agrees  that  neither  it  nor  the  Company  nor  the
          Purchaser's  Scheme will take any action or provide any  assistance to
          any person  (direct or  indirect)  which might or would  result in any
          claim being made against the  Trustees of the Scheme or the  Principal
          Employer,  or in the Scheme  transferring a smaller or a larger amount
          than the amount payable under paragraph 3.1 to the Purchaser's Scheme.


       6  DISPUTES

          In the event that the Scheme Actuary and the Purchaser's Actuary shall
          not agree any matter on which their  agreement is required  under this
          Schedule,  the matter may be referred upon the  application  of either
          the  Principal  Employer or the  Purchaser to an  independent  actuary
          appointed  by the  President  for the time being of the  Institute  of
          Actuaries on the  application of either the Principal  Employer or the
          Purchaser.  That actuary shall determine the matter in accordance with
          this Schedule (including the Actuary's Letter) acting as an expert and
          not as an arbitrator and his decision shall be final and binding.  His
          expenses  shall be borne  equally by the  Principal  Employer  and the
          Purchaser  unless he makes a  recommendation  that they shall be borne
          otherwise.


       7  VOLUNTARY CONTRIBUTIONS

          Nothing previously  contained in this Schedule will apply to voluntary
          contributions or to benefits secured by them.  However,  the Principal
          Employer  will use  reasonable  endeavours  to ensure  that the assets
          representing  Transferring  Members'  voluntary  contributions will be
          transferred to the Purchaser's  Scheme,  and the Purchaser will ensure
          that in that  event  its  scheme  provides  benefits  for the  members
          concerned equal in value to the assets transferred.












<PAGE>



                                                SCHEDULE 5
                                        IMPLEMENTATION AGREEMENTS
                                             (SUB-CLAUSE 1.1)



     1.1  Service Agreement for transitional IT arrangements  between the Seller
          (or an Affiliate of the Seller) and the Company

     1.2  Service  Agreement (Eutech)  between  ICI (or an Affiliate of ICI) and
          the Company

       2 Product Exchange Agreement between TEL and the Company

       3  Deed of  Guarantee  (to include a guarantee  given by the  Purchaser's
          ultimate  parent  undertaking in respect of the Company's  obligations
          under the Hivedown Agreement)

       4  Transfers of the legal  interests in respect of the  Nettleton  Bottom
          Quarry and  Killingholme  properties in favour of the Purchaser or any
          of its Affiliates






<PAGE>



                                                SCHEDULE 6
                                               ENVIRONMENT
                                               (CLAUSE 11)


       1  INTERPRETATION

          For the purposes of this Schedule 6, words and expressions  defined in
          the Share Sale  Agreement to which this  Schedule 6 is attached  shall
          have the  same  meaning  in this  Schedule  6 and,  in  addition,  the
          following terms shall have the following 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 paragraph 3.1;

          "EA  PROVISIONS"  means Part II and paragraphs 161 and 162 of schedule
          22 of the  Environment Act 1995 as enacted at Completion and the first
          complete set of regulations and guidance under those provisions except
          (in the event that they are not already in issue at Completion) to the
          extent  that  any of  the  above,  when  they  come  into  force,  are
          materially more onerous than the versions of such provisions which are
          enacted or exist in draft form as at Completion;

          "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  (including  any judgment by the European
          Court of Justice),  regulations,  notices orders government  circular,
          code of  practice,  and  guidance  note or decision  of any  competent
          regulatory  body or common law relating to pollution or  protection of
          the  Environment  which as at Completion  are in effect and capable of
          enforcement  by legal  process in the country in which the Site(s) are
          situated,  save that the EA Provisions  shall be deemed to be in force
          at Completion;

          "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)  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;

<PAGE>


                  (ii)in respect of loss of anticipated  profits,  loss of
                      revenue, or any other loss in respect of business
                      interruption;

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

          "ENVIRONMENTAL PROCEEDING" means:

                  (i) subject  to (ii)  below any writ  and/or  interim or final
                      judicial or administrative decree,  judgment,  injunction,
                      order, or notice;

                      (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)  as a result of any violation or alleged  violation of
                           Environmental Laws; or

                      (c) as a result pursuant to Environmental Laws of:

                           (aa)any personal  injury to any third party (and,  in
                               the  case  only of the  Indemnity  other  than to
                               officers  or  employees   of  the  Company,   the
                               Purchaser and its Affiliates and any  contractors
                               or agents of the  Company,  the  Purchaser or its
                               Affiliates  save  to the  extent  in the  case of
                               personal  injury  (other  than   asbestos-related
                               personal   injury)  after   Completion  that  the
                               Purchaser  neither knew nor  reasonably  ought to
                               have known of the  circumstances  giving  rise to
                               such personal injury); or

                           (bb)damage to any  property  of any third party (and,
                               in the case only of the Indemnity other than as a
                               result of damage after Completion to the property
                               of any officers or employees of the Company,  the
                               Purchaser or its Affiliates  and any  contractors
                               or agents of the Purchaser or its Affiliates save
                               to the  extent,  in the case of damage  occurring
                               after  Completion the Purchaser  neither knew nor
                               reasonably   ought   to   have   known   of   the
                               circumstances   giving  rise  to  the  damage  to
                               property);

                  (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;

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

          "OFF SITE DISPOSAL  TIPS" means any  properties  used as a landfill or
          otherwise  for the deposit of waste which are located  anywhere  other
          than on sites  which sites at or any time prior to  Completion  are or
          have been used for  manufacturing  or other operations of the Company,
          the Seller and/or its Affiliates;

<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   Grimsby   Properties   (including,   without
          limitation, Off Site Disposal Tips).


       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 its 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   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 THE 1998
                  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 THE
                  1998  FRAMEWORK  AGREEMENT]  1998. For the avoidance of doubt,
                  damages  in  this   paragraph   2.1.2   includes  any  capital
                  expenditure reasonably required to remedy such breaches; and

     2.2  notwithstanding  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 and 5 to
          14.


       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 from and against all
          Environmental  Liabilities  arising  at  or  from  the  Site(s)  after
          Completion save to the extent that such Environmental Liabilities fall
          within the Indemnity.

     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, 6-8, 10, 11, 12.1, 13 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 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  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) which for the avoidance of doubt shall include  closure of all
          or any part of the Sites but shall not include 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  and  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  by  the  Purchaser  for  any   Environmental
          Liabilities under this Indemnity against the Seller to the extent that
          any Environmental Liabilities arise:

          4.2.1   as a result directly or indirectly of information  voluntarily
                  given  by  the   Purchaser  or  the  Company  (but  only  post
                  Completion  in  the  case  of  the  Company)  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  normal
                  business   activities  or  where  the  Seller  has  previously
                  proposed or approved this course of action in writing; and

          4.2.2   from any  admission of liability  by a  representative  of the
                  Purchaser  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 Seller has approved such admission in writing
                  such approval not to be unreasonably withheld or delayed.

     4.3  No claim against the Seller or its  Affiliates  under the terms of the
          Indemnity  for any  Environmental  Liabilities  shall be valid  unless
          notice has been served on the Seller in accordance with the provisions
          of paragraph 7 within 10 years of Completion.

     4.4  The  Seller's  liability  under  the  Indemnity  shall be  limited  in
          accordance  with the  provisions  of Clause 5,  except for  sub-Clause
          5.14.2 (save for the proviso to sub-Clause  5.14) and sub-Clause 5.15,
          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
          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.

     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.

<PAGE>


     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  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 within the  Purchaser's
          power to do so, which may give rise to a claim under or in  connection
          with this  Indemnity  howsoever  arising.  Such steps will include but
          shall not be limited to:

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

     5.2  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  the Purchaser  (with the approval of the Seller not to be unreasonably
          withheld  or  delayed)  settling  a claim of any party  (not  being an
          Affiliate of the Purchaser) which will or may fall within the terms of
          the Indemnity,  the costs and expenses associated with such settlement
          (so  approved  by  the  Seller)  being  deemed  to  be   Environmental
          Liabilities for the purposes of this  agreement)  provided always that
          nothing in this paragraph 5.3 shall oblige the Purchaser 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 to the
          Purchaser  in respect of the matter in question  provided  always that
          this  shall  not  limit  or  restrict  or  operate  in  any  way  as a
          pre-condition  to the rights of the  Purchaser  to make a claim  under
          this Indemnity; and

     5.5  using  reasonable  endeavours to avoid acts or omissions of the nature
          described in paragraph 4.1.


       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 keep the Indemnitor
          fully informed of all material  developments  relating thereto).  Such
          written  notice shall  include all  material  details of any actual or
          potential   Environmental   Liabilities   (including   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).

     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.

<PAGE>


       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,  in the
          presence of an  authorised  representative  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.


      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 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 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
          6 then the following provisions of this paragraph 11 shall apply:

<PAGE>

    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 fourteen (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 him 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 of  receiving  the written
          arguments and other  submissions of the parties  pursuant to paragraph
          11.3;

    11.5  the formal written opinion of the Experts issued pursuant to 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

    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  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 the Purchaser;

    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
          an  authorised  representative  of the  Purchaser,  to  carry  out the
          remediation referred to in paragraph 12.1 above.

<PAGE>

      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,  Purchaser  nor  the  Seller  (nor  any of  their  respective
          Affiliates)  shall  make any  public  statements  (including,  for the
          avoidance of doubt, any statement to any regulatory authority,  unless
          required  by  law or in an  emergency)  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.


      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 it is
          required  to be used in order to comply  with an order of the court or
          regulatory  authority  or it is used by the other party to enforce its
          rights under this Schedule 6 or so as to make an insurance claim.

    14.2  The Purchaser's and its Affiliates'  exclusive  remedies in respect of
          any claims  which fall within the scope of the  Indemnity  shall be in
          accordance  with the  provisions of this Schedule 6, and the Purchaser
          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  at law or in equity in
          respect of the matters  which fall  within the scope of the  Indemnity
          and, for the  avoidance of doubt,  if such a claim under this Schedule
          could also give rise to a Claim or a claim  under any other  provision
          of this agreement in respect of the same subject matter, the Purchaser
          may only bring a claim under this Schedule 6.

    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 7
                                             (SUB-CLAUSE 1.7)



     David Allen
     David Busby
     David Croft
     Peter Davidson
     Colin Deas
     Rachel Draper
     Martin  Hinnigan
     Garry  Hodgson
     John  Jackson
     Rob Louw
     Ian Machin
     Mahomed Maiter
     Michael Maughan
     Chris Milross
     David Porter
     David  Rochester
     Matthew Rose
     Mike Wardropper
     Peter Waugh
     David Williams




<PAGE>



                                                SCHEDULE 8
                                      GRIMSBY FINANCIAL INFORMATION
                                             (SUB-CLAUSE 1.1)

                                 GBP millions

Fixed Assets                            74.46

Investments                                 -

Stocks                                  11.18

Operating Debtors                        1.65

Non Operating Debtors                       -

Operating Creditors
less than 1 year                        (8.88)

Non Operating Creditors
less than 1 year                       (0.51)
                                     --------
                                        77.90
                                     --------

Net Debt                                    -

Provisions                                  -

Deferred Tax                                -
                                     --------
                                            -





<PAGE>



                                                SCHEDULE 9
                                             ACTUARY'S LETTER
                                                (Schedule 4)






<PAGE>



                                                 ANNEX 1
                                            (SCHEDULE 3 A.10)


                                           DATA ROOM DOCUMENTS

                                                 GRIMSBY


          ENVIRONMENTAL


          CONSENTS
          IPC Consents: 8.1.1/01, 8.5/05, 8.1.1/20, 18/29

          Waste Disposal Consents: 1.1.1/196, 1.1.1/92, 8.3/21, 8.1.1/02,
          8.1.1/03

          Discharge Consents: 1.1.1/212

          Water Abstraction Licences: 1.1.1/56, 1.1.1/57, 1.1.1/82

          Radioactivity Licences: 8.1.1/12


          REPORTS
          8.2.3,  8.8.3/01,  8.3/01,  8.3/02,  8.3/03,  8.3/04,  8.6/02, 8.6/01,
          8.6/03,  8.10/03,  17/03, 8.14/01,  8.7/01,  8.3/06,  8.3/11,  8.3/12,
          8.3/17, 8.12/02, 8.12/03, 8.13/03, 8.3/23, 8.3/16, 8.8.1/01, 8.8.2/01,
          8.2/01


          REPLIES
          18.35,  8.1.1/19,  18/15,  8.1.1/17,  8.3/27, 8.3/29, 8/02, 1.1.1/215,
          18/54, 18/14, 18/52, 18/32, 18/36, 8.8.3/02,  8.8.3/03, 18/05, 8.6/01,
          8.3/30, 18/07, 18/28


          IP

           3.1/01                Technology Transfer Agreement between TGL, TGI,
                                 TGSL and EI Du Pont de Nemours

           3.1/02                Name Agreement  between TEL, TAI and EI Du Pont
                                 de Nemours

           3.1/03                Name Agreement  between TGL, TCI and EI Du Pont
                                 de Nemours

           3.1/04                Name Agreement between TEL, TGL, TGSL and EI Du
                                 Pont

           3.1/05                Assignment and Substitution  Agreement  between
                                 TGL,  TGSL,  EI Du Pont de Nemours  and Company
                                 and ICI

           3.1/06                Patent and Know-how  Licence between TCI and EI
                                 Du Pont


           4.2/01                Note on Barnburgh IT Systems dated 26/3/98 from
                                 Ian Machin Tioxide Group IT Manager

           4.3/05                Grimsby IT Systems Map

           4.3/06                Tioxide UK IT Systems Map

           4.6/01                Audit Report on Grimsby Site following a review
                                 of compliance with Millenium Programme

           4.6/02                Millenium Compliance - Grimsby

           4.3/07                Standard  Software  Licence  for  OSI  software
                                 (Factory Information Systems)

<PAGE>

           4.3/11                Agreement  between  Tioxide  Europe  and  Aspen
                                 Technology  in  relation  to  Calciner  Control
                                 software

           5.20/02               Response  -  Grimsby   Information   Technology
                                 structure and employee details

          PENSIONS

           6.1/07                Response to  questions  re:  Pension Fund (Ref:
                                 No. P6)

           18/06                 Response to Question P1 relating to the Tioxide
                                 Pension Fund

          EMPLOYMENT

           5.1/01                Principal Terms and conditions of Employment

           5.1/30                Colin Deas Employment Contract

           5.3/02                List of  contractors  with  which  Tioxide  has
                                 agreed rates

           5.16/03               List of all current  employee  claims (Ref: No.
                                 LIT5)

           5.30/01               List  of  Grimsby  leadership  team  and  staff
                                 members

           10.1/05               Details of UK personal  injury claims  relating
                                 to Grimsby (current and archived)

          CONTRACTS

           2.1/02                Agreement  between  British  Railways Board and
                                 Tioxide    Europe   for   the    movement    of
                                 non-hazardous chemical gypsum waste by rail.

           2.1/47                Contract  between  (1)  Tioxide  Group Plc (now
                                 Tioxide Group Ltd) as agent for Tioxide  Europe
                                 SA (Spain) and (2)  Westralian  Sands Ltd.  for
                                 the supply of ilmenite.

           2.1/50                Agreement  between  Tioxide Group  Services Ltd
                                 and [ ] for the supply of copperas.

           18/19                 Agreement for sale of gypsum to major contract
                                 customer.

          TAX

           1.2.2/01              Details of tangible  assets with a  depreciated
                                 value in excess of (pound)100,000.

          PROPERTY

           1.1.1/146             Land  Certificate  of  Great  Coates,  Grimsby.
                                 Title number HS98246 - Proprietor being Tioxide
                                 Europe UK Ltd together with plan

           18/13                 Response to Question 0P1 relating to the use of
                                 the  Landfill  Site on  Humber  Road

<PAGE>

           1.1.1/197             Licence   between   Associated   British  Ports
                                 ("ABP") and Tioxide  Europe  Limited  regarding
                                 land at the south west corner of Immingham Dock
                                 of 5.1 acres, dated 15 November 1991

          POTENTIAL LITIGATION

           10.1/01               Correspondence with Knauf re: potential dispute

           10.1/02               Summary of a potential claim by AAF Ltd

           10.1/03               Summary of a potential claim against Thomas
                                 Broadbent & Sons Ltd

           10.1/04               Summary of a potential claim by Knauf

           10.1/06               Summary of potential personal injury claim

           10.1/11               Latest correspondence with Knauf

          MISCELLANEOUS

           18/03                 Response  to   NL/Kronos   questions  on  North
                                 American streaming and capability

           5.12/04               Description  of industrial  accidents  1995 and
                                 1996

           5.12/02               List of industrial accidents 1996 - 1998

           5.16/02               List  of  estimated   claims   settlements  for
                                 1993-1997 claims

           1.2.2/01              Details of Tangible  Assets with a  depreciated
                                 value in excess of GBP100,000

           5/02                  Grimsby & E A West  Response  re:  breakdown of
                                 manufacturing costs

           18/02                 Requested financial information

           18/37                 Response  -  analysis  of debtor  and  creditor
                                 balances for Grimsby and E A West

           18/62                 Variable  selling  cost from  Grimsby  Works to
                                 America

           8.2/02                Schedule of Grimsby Car Damage Claim

           18/21                 Response  to Q.F9  relating  to  neutralisation
                                 costs








<PAGE>



                                                SIGNATURES





          SIGNED by                        }
          for and on behalf of
          TIOXIDE EUROPE LIMITED


          SIGNED by                        }
          or and on behalf of
          N L INDUSTRIES, INC