EXHIBIT 10.1

                               Dated 24 July 1998





                        IMPERIAL CHEMICAL INDUSTRIES PLC

                                       and

                       E.I. DU PONT DE NEMOURS AND COMPANY

                                       and

                              N L INDUSTRIES, INC.





                                       1998
                               FRAMEWORK AGREEMENT





<PAGE>


          THIS AGREEMENT (the "AGREEMENT") is made on 24 July 1998 between:


          (1) IMPERIAL CHEMICAL INDUSTRIES PLC, a company incorporated under the
              laws of England,  whose registered  office is at Imperial Chemical
              House, 9 Millbank, London, SW1P 3JF ("ICI");


          (2) E.I. DU PONT DE NEMOURS AND COMPANY,  a  corporation  incorporated
              under the laws of the State of Delaware, USA, having its principal
              office at 1007  Market  Street,  Wilmington,  Delaware,  19898 USA
              ("DUPONT"); and


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


          WHEREAS:
          (A) ICI or Affiliates  of ICI are the holders of the Americas  Shares.
              TEL is the owner of the Newco Business. ICI and DuPont have agreed
              that  Tioxide  Group  Limited  will sell the TEL  Shares to DuPont
              (U.K.) Limited.

          (B) ICI,  DuPont and the  Purchaser  have agreed that,  subject to the
              terms and conditions contained in this agreement, the transactions
              described in recitals (C), (D) and (E) shall occur.

          (C) The  Americas  Shares  will be sold by ICI or its  Affiliates  and
              purchased  for  cash  by  the  Purchaser  or an  Affiliate  of the
              Purchaser (or both).

          (D) Immediately  following  completion  of the  TEL  Sale,  the  Newco
              Business will be sold to Newco by TEL pursuant to the terms of the
              Hivedown Agreement. Under the terms of the Hivedown Agreement, the
              Newco Patent and Know-How  Licence is to be entered into providing
              Newco  with  rights  necessary  for  the  operation  of the  Newco
              Business as it will have been conducted  immediately  prior to the
              completion  of the Newco Share Sale  Agreement.  The Newco  Shares
              will immediately  thereafter be sold by TEL and purchased for cash
              by the Purchaser or an Affiliate of the Purchaser (or both).

          (E) The parties  have agreed to enter into this  agreement to set out,
              among other  things,  the terms and  conditions on which each will
              enter into  agreements  and cause their  Affiliates  to enter into
              agreements  and to take  all  other  necessary  steps  in order to
              implement the matters described in (C) and (D) above.

          (F) The parties  have agreed to  guarantee  the  obligations  of their
              respective Affiliates referred to above.

          IT IS AGREED as follows:


       1  INTERPRETATION

     1.1  In this 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  ICI  and  DuPont  and  their  respective
          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;

<PAGE>

          "AGREED  FORM" means,  in relation to any  document,  the form of that
          document  which  has been  initialled  on the date this  agreement  is
          signed  for the  purpose  of  identification  by or on  behalf  of the
          parties to this  agreement  or, in  relation  to a document  that only
          concerns certain parties, by such parties;

          "AMERICAS BUSINESS" means the whole of the issued share capital of TAI
          and the whole of the issued  share  capital of TCI  incorporating  the
          entire  business and  operations of those  companies as of the date of
          this   agreement  but  excluding   from  either  any  matter  or  item
          attributable to the LPC Business;

          "AMERICAS   IMPLEMENTATION   AGREEMENTS"   means  the  Americas   Sale
          Agreements  and  those  other  agreements  to be  entered  into on the
          Completion  Date by ICI or Affiliates of ICI as at the Completion Date
          (or both) and the  Purchaser or  Affiliates of the Purchaser as at the
          Completion  Date (or both)  under this  agreement  which are listed in
          Schedule 2 Part II and are in Agreed Form,  unless otherwise stated in
          such Schedule;

          "AMERICAS  SALE" means the sale of the Americas Shares pursuant to the
          Americas Sale Agreements;

          "AMERICAS SALE AGREEMENTS" means the share sale agreements relating to
          TAI and TCI ("AMERICAS  SHARE SALE  AGREEMENTS") to be entered into on
          the Completion Date between ICI and/or  Affiliates of ICI, as the case
          may  be,  and  the  relevant  Purchaser  Affiliate  and  the  Americas
          Technology  Agreements and an "AMERICAS SALE  AGREEMENT"  means any of
          them;

          "AMERICAS SHARES" means:

                  135,000 common shares of TCI legally and beneficially  held at
                  the date hereof by Tioxide  Group  Limited and 37,000  Class A
                  Special  Shares of TCI  legally and  beneficially  held at the
                  date  hereof by ICI  Omicron  BV,  together  constituting  the
                  entire  issued  share  capital of TCI;  and  10,750  shares of
                  common stock of US$1 each in TAI legally and beneficially held
                  at the date hereof by ICI American Holdings Inc,  constituting
                  the entire issued share capital of TAI;

          "AMERICAS TECHNOLOGY AGREEMENTS" means the agreements listed as 3.1 to
          3.5, 5 and 6 in Schedule 2 Part II;

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

          "BUSINESSES"  means the Newco Business,  the Americas Business and the
          LPC Business and a reference  to  "BUSINESS"  means any one of them as
          the context may require;

          "COMPANIES" means TAI, TCI and Newco;

          "COMPLETION DATE" has the meaning given to it in sub-Clause 2.7;

          "CONDITIONS  PRECEDENT"  means  the  conditions  precedent  set out in
          Schedule 1;

          "CONSENTS"   means  all  such   licenses,   consents,   approvals  and
          permissions  of third parties as may be necessary,  in order to enable
          the Businesses to be carried on following the  Completion  Date in the
          same  manner  as they are or shall be  carried  on at the date of this
          agreement or the Completion Date (excluding any Permit);

<PAGE>

          "Data Rooms" means the room or rooms at the offices of Linklaters,  in
          relation to the Newco  Business,  the  Americas  Business  and the LPC
          Business (other than the LPC Interests),  containing  information made
          available to the Purchaser and indexed in the Agreed Form;

          "DEFAULT  INTEREST" means interest at the rate equal to LIBOR plus 200
          basis points compounded monthly;

          "DUPONT GROUP" means DuPont and its Affiliates at the Completion Date;

          "ENTERPRISE VALUE" has the meaning ascribed thereto in Schedule 3;

          "FINAL  DISCLOSURE  LETTERS" means the disclosure  letters from ICI in
          relation to the Newco Sale  Agreements and from ICI in relation to the
          Americas  Sale   Agreements  to  be  delivered  to  the  Purchaser  in
          accordance respectively with Clauses 6 and 9;

          "HIVEDOWN  AGREEMENT"  means the  agreement in the Agreed Form between
          TEL and Newco relating to the sale of the Newco Business;

          "HSR ACT" means the US Hart-Scott-Rodino Antitrust Improvements Act of
          1976 (as amended) and the rules and regulations thereunder;

          "HSR CONDITION" has the meaning given in Schedule 1;

          "ICI'S AUDITORS" means KPMG Audit Plc of 8 Salisbury  Square,  London,
          EC4Y 8BB;

          "ICI GROUP" means ICI and its Affiliates from time to time;

          "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 and which are recorded on
          disk form as attached and  identified as Annex 1 (and which consist of
          an  introduction  to the Group  Controller's  Manual,  Bulletin  Board
          Accounting Language, Bulletin Board Reporting,  Accounting Definitions
          and  Conventions,   Accounting  Policies  and  Procedures,   Controls,
          Reporting);

          "INDEPENDENT EXPERT" has the meaning given in sub-Clause 11.2;

          "IMPLEMENTATION   AGREEMENTS"   means  the   Americas   Implementation
          Agreements and the Newco Implementation Agreements;

          "INITIAL  AMERICAS  DISCLOSURE  LETTER" means the disclosure letter in
          the Agreed  Form in  relation  to the  Americas  Business  and the LPC
          Business (other than the LPC Interests);

          "INITIAL NEWCO DISCLOSURE  LETTER" means the disclosure  letter in the
          Agreed Form in relation to the Newco Business;

          "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;

          "LONGSTOP DATE" means 31 December 1998;

<PAGE>

          "LPC" means the Louisiana Pigment Company,  Limited Partnership,  care
          of The  Corporation  Trust  Company,  Corporation  Trust Centre,  1200
          Orange Street, Wilmington, Delaware 19801 USA;

          "LPC BUSINESS" means the LPC Interests, sales sourced from LPC and any
          Stocks, Operating Debtors, Operating Creditors less than one year (the
          definitions  of such  terms in  Schedule  3 being  applied to LPC) and
          other  assets  or  liabilities  relating  to  LPC  as  determined  and
          distinguished from the Americas Business in accordance with Schedule 5
          to this agreement;

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

          "LPC  TERMINATION  AGREEMENT"  means  the  agreement  listed  as  5 in
          Schedule 2 Part II;

          "NBQ" means the land known as Nettleton  Bottom Quarry as defined in a
          conveyance  dated 1 June 1978  between  Roade  Aggregates  Limited and
          Apollo Site Services Limited;  "NEWCO" means a subsidiary of TEL being
          the  purchaser  of  the  Newco  Business   pursuant  to  the  Hivedown
          Agreement;

          "NEWCO  BUSINESS"  means the business to be sold to Newco  pursuant to
          the Hivedown Agreement;

          "NEWCO IMPLEMENTATION  AGREEMENTS" means the Newco Sale Agreements and
          those other  agreements  which are listed in Schedule 2 Part I and are
          in Agreed Form, unless otherwise stated in such Schedule;

          "NEWCO  PATENT AND KNOW-HOW  LICENCE"  means the licence in the Agreed
          Form to be  entered  into  between  DuPont and Newco  pursuant  to the
          Hivedown Agreement;

          "NEWCO SALE" means the sale of Newco to the  Purchaser  in  accordance
          with the Newco Sale Agreements;

          "NEWCO SALE AGREEMENTS" means the share sale agreement relating to the
          sale of Newco ("NEWCO SHARE SALE AGREEMENT") to be entered into on the
          Completion Date between TEL and the relevant Purchaser Affiliate,  the
          Hivedown Agreement and the Newco Technology  Agreements;  and a "NEWCO
          SALE AGREEMENT" means any one of them;

          "NEWCO SHARES" means all the issued share capital of Newco held by TEL
          following  completion  of the TEL Sale and to be sold to the Purchaser
          or the relevant  Purchaser  Affiliate pursuant to the Newco Share Sale
          Agreement;

          "NEWCO  TECHNOLOGY  AGREEMEnts"  means the Newco  Patent and  Know-How
          Licence and the agreements listed as 4.1 to 4.4 in Schedule 2 Part I;

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

          "PERMITS" means all licences, permits,  authorisations,  registrations
          and approvals  (formal and informal)  required by law or regulation or
          issued or granted by statutory or local  authorities  to the Seller or
          the relevant  Company for the purposes of operation of the  Businesses
          (but  excluding  planning  permissions  issued  by  relevant  planning
          authorities (save for  Environmental  Authorisations as defined in the
          relevant Implementation Agreements) and the Regulatory Conditions);

<PAGE>

          "PROPOSED  TRANSACTIONS"  means the  transactions  (other than the TEL
          Sale) contemplated by Clauses 3 and 4;

          "PURCHASER  GROUP" means the Purchaser and its Affiliates from time to
          time;

          "RECORD DATE" has the meaning given in sub-Clause 2.5;

          "REGULATORY  CONDITIONS" means the anti-trust approvals referred to in
          sub-Clause 2.3.1;

          "SALE  AGREEMENTS"  means the Newco Sale  Agreements  and the Americas
          Sale Agreements;

          "SELLER" means the relevant  entity holding the relevant  shares to be
          sold or other assets to be  transferred or rights to be granted under,
          as the context may require, the Newco Sale Agreements and the Americas
          Sale Agreements;

          "TAI" means Tioxide Americas Inc, a corporation incorporated under the
          laws of the State of Delaware,  USA of 2001  Butterfield  Road,  Suite
          601, Downers Grove, Illinois 60515, USA;

          "TCI" means Tioxide Canada Inc, a corporation  incorporated  under the
          laws of the Province of Quebec,  Canada (registered number 1140405920)
          of 1690 Route Marie Victorin, Tracy, Quebec, J3R IM7, Canada;

          "TEL" means Tioxide Europe Limited, a company  incorporated in England
          (registered number 832447) of Lincoln House, 137/143 Hammersmith Road,
          London W14 OQL;

          "TEL COMPLETION DATE" means the time of completion of the TEL Sale;

          "TEL SALE" means the sale of the TEL Shares by Tioxide  Group  Limited
          to Du Pont (U.K.) Limited;

          "TEL SHARES" means the entire issued share capital of TEL;

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

          "WSL  CONTRACT"  means  the  purchase  contract  dated 28 May 1987 (as
          amended) for the supply of ilmenite  between (1) Tioxide  Group plc as
          agent for TEL  (formerly  Tioxide UK Ltd),  Tioxide  Australia Ltd and
          Tioxide Espana S.A. and (2) Westralian Sands Ltd.

     1.2 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
          increase or alter the liability of any party under this agreement.

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

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

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

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

<PAGE>

       2  CONDITIONS PRECEDENT

     2.1  The  obligations of the parties under Clauses 3 and 4 and  sub-Clauses
          16.1 and 16.2 are subject to the  Conditions  Precedent and completion
          of this agreement is subject to sub-Clause 2.8.

     2.2  The  parties  shall use all  reasonable  efforts to  procure  that the
          Conditions  Precedent are fulfilled as soon as possible after the date
          of this agreement.

     2.3

          2.3.1   Subject  to  the  terms  and   conditions  of this  agreement,
                  each party will use all  reasonable  efforts to take, or cause
                  to be taken,  all actions and to do, or cause to be done,  all
                  things necessary, proper or advisable in relation to antitrust
                  and  regulatory  approvals  necessary to complete the Proposed
                  Transactions.  In  furtherance  and not in  limitation  of the
                  foregoing,  each party agrees to make an appropriate filing of
                  a  Notification  and Report Form  pursuant to the HSR Act with
                  respect  to  the   Proposed   Transactions   as   promptly  as
                  practicable  and in any event  within 10 Business  Days of the
                  date  hereof  and to supply as  promptly  as  practicable  any
                  additional  information and  documentary  material that may be
                  reasonably  requested  pursuant to the HSR Act and to take all
                  other actions  necessary or desirable to cause the  expiration
                  or termination of the applicable waiting periods under the HSR
                  Act as soon as practicable.

          2.3.2   Each party shall, in connection  with the efforts  referred to
                  in sub-Clause 2.3.1:

                  (i) use all  reasonable  efforts to co-operate in all respects
                      with  each  other  in   connection   with  any  filing  or
                      submission, or the timing thereof;

                  (ii)in connection  with any  investigation  or other  inquiry,
                      including  any  proceeding  initiated by a private  party,
                      keep the other  parties  informed on a timely basis in all
                      material respects of any material  communication  received
                      by such party from,  or given by such party to, the Office
                      of Fair  Trading (the "OFT"),  the  Bundeskartellamt  (the
                      "BK"), the European  Commission (the "EC"), the US Federal
                      Trade  Commission (the "FTC"),  the Antitrust  Division of
                      the US  Department  of  Justice  (the  "DOJ") or any other
                      governmental  authority and of any material  communication
                      received or given in connection  with any  proceeding by a
                      private party,  in each case regarding any of the Proposed
                      Transactions,  and  permit  any other  party to review any
                      material communication given by or to it; and

                  (iii) consult  with each  other,  in advance of any meeting or
                      conference  with  such  governmental  authorities  or,  in
                      connection  with any proceeding by a private  party,  with
                      any other person  provided that in relation to unsolicited
                      communications,  the obligations in this sub-Clause  shall
                      be such as are practicable in the relevant circumstances.

          2.3.3   The  parties  will  use  all  reasonable  endeavours to obtain
                  such  approvals  as promptly as possible  and, in this regard,
                  provide all information reasonably requested, shall assist and
                  co-operate with one another to make the necessary  filings and
                  take  such  other  steps  as  may be  commercially  reasonably
                  required to secure the non-objection of the relevant antitrust
                  and  regulatory  authorities,  provided  that  nothing in this
                  sub-Clause  2.3.3 shall be  construed  to require any party to
                  conduct  its  commercial  affairs  in a manner  other  than in
                  accordance with its own independent business judgement.

          2.3.4   The parties will use all reasonable efforts to take all action
                  and to do all things necessary in order to consummate and make
                  effective  the  transactions  contemplated  by this  agreement
                  (including  satisfaction,  but not waiver,  of all  Conditions
                  Precedent).
<PAGE>


     2.4  The Conditions  Precedent  shall be deemed to have been fulfilled when
          they have been satisfied within the terms described in Schedule 1.

     2.5  Each  party  shall  promptly  advise the  others  once the  Conditions
          Precedent  which  relate to that party have been  fulfilled.  The date
          that  the  last of the  Conditions  Precedent  (other  than  Condition
          Precedent  number 12 relating  to the TEL Sale) has been so  fulfilled
          shall be the "Record Date" and the Completion Date shall be determined
          in accordance with the provisions of sub-Clause 2.7 below. The parties
          shall be deemed to have satisfied or waived any  Conditions  Precedent
          (as  applicable)  by signing and  completing  the Sale  Agreements  in
          accordance with sub-Clause 2.7 below.

     2.6  If the Conditions  Precedent (other than Condition Precedent number 12
          relating  to the TEL Sale)  have not been  fulfilled  by the  Longstop
          Date,  or earlier upon the written  agreement of the parties that such
          Conditions  Precedent  cannot so be met, any of the parties shall have
          the right (but not the  obligation)  to  terminate  this  agreement by
          notice in writing,  to be given after the Longstop  Date or earlier by
          written  agreement  between the parties,  in which case no party shall
          have any rights or  obligations  under  this  agreement  except  under
          Clauses 14, 15, 19, 25 and 26 which shall survive the  termination  of
          this agreement.

     2.7  The TEL Sale shall be  completed  at midnight  London time on the last
          day of the  calendar  month  (or if that last day is a Friday or not a
          Business Day on the first Business Day thereafter) following the month
          in which the Record Date falls.  The date and time of signature and of
          completion  of the Hivedown  Agreement and any documents to be entered
          into pursuant  thereto will be  immediately  thereafter.  The date and
          time of  signature  and  completion  (the  "Completion  Date"  for the
          purposes  of this  agreement)  of the other  Sale  Agreements  will be
          immediately following completion of the Hivedown Agreement as referred
          to above.

     2.8  The parties agree that:

          (a)     the signature and completion of the Sale  Agreements  will not
                  take place unless  completion of the TEL Sale has taken place;
                  and

          (b)     the signature  and  completion of each of the Newco Share Sale
                  Agreement and each of the Americas Share Sale  Agreements will
                  be  simultaneous  and none will be  completed  unless  all are
                  completed.

     2.9  Immediately  after the TEL  Completion  Date but before  the  Hivedown
          Agreement is entered into,  the Purchaser  shall serve written  notice
          upon  DuPont and TEL and DuPont  shall  procure  TEL to serve  written
          notice on the Purchaser,  in each case  confirming that all conditions
          precedent  to the  Newco  Sale  are  satisfied  and  that  TEL and the
          Purchaser  each  has an  unconditional  obligation  pursuant  to  this
          agreement  to execute and  complete  the Newco  Share Sale  Agreement.
          Accordingly,  TEL will have ceased to be the  beneficial  owner of the
          Newco Shares before the Hivedown Agreement is entered into.


       3  IMPLEMENTATION, CONSIDERATION AND ADJUSTMENT

     3.1  Subject to the prior  satisfaction  of the Conditions  Precedent,  the
          parties  will and will procure that their  relevant  Affiliates  enter
          into and complete in the following order:

          3.1.1   in accordance with Clause 2.7 (so as to take place immediately
                  following  completion of the TEL Sale), the Hivedown Agreement
                  and  any  deed,  document  or  agreement  to be  entered  into
                  pursuant thereto; and

          3.1.2   on the Completion Date, the  Newco  Implementation  Agreements
                  and the Americas Implementation Agreements.

<PAGE>

     3.2  The consideration due to the relevant parties in relation to the sales
          of the Americas  Shares and the Newco Business and the LPC Termination
          Agreement  contemplated under the  Implementation  Agreements shall be
          calculated   in   accordance   with   Schedule  3  and  the   relevant
          Implementation  Agreements.  The  Enterprise  Value  for  each  of the
          Americas  Business,  the LPC Business  (excluding the value of the LPC
          Interests) and the Newco Business and the agreed consideration for the
          LPC Interests shall be as shown in Schedule 3.


       4  TECHNOLOGY AGREEMENTS

          On the Completion Date the parties will and/or will procure that their
          relevant  Affiliates will enter into and complete the Newco Technology
          Agreements and Americas Technology Agreements.


       5  CONDUCT OF BUSINESS

     5.1  Pending the  execution and delivery of the  Implementation  Agreements
          (or the  earlier  termination  of  this  agreement),  neither  ICI nor
          DuPont,  nor  any of  their  Affiliates,  nor any of  their  officers,
          employees,  representatives  or agents,  will  solicit or initiate any
          discussions or negotiations  with, or participate in any  negotiations
          with,  or provide any  information  to or  otherwise  cooperate in any
          other way with,  or  facilitate or encourage any effort or attempt by,
          any corporation,  partnership,  person or other entity or group (other
          than NL, its Affiliates and its directors, officers, employees, agents
          and  representatives)  concerning  any  acquisition  of  the  Americas
          Shares, the Intellectual Property which is the subject of the Americas
          Technology  Agreements,  the LPC Interests,  the Newco  Business,  the
          Newco Shares, or the Intellectual Property which is the subject of the
          Newco Technology Agreements.

     5.2  ICI agrees,  pending the execution and delivery of the  Implementation
          Agreements (or the earlier termination of this agreement),  to conduct
          each of the Businesses  only in the Ordinary  Course of Business.  ICI
          shall also use its reasonable  commercial  endeavours to: (i) maintain
          the business and  properties of TAI, TCI and the Newco  Business,  and
          preserve intact their business  organisations and goodwill,  (ii) keep
          available  the  services of their  officers  and  employees  and (iii)
          maintain  satisfactory  relationships  with  suppliers,  customers and
          others having a business relationship with the Businesses.


       6  ICI WARRANTIES AND REPRESENTATIONS

     6.1 ICI warrants and represents to the Purchaser that:

          6.1.1   subject to satisfaction  of the Conditions  Precedent (in each
                  case in relation to the obligations  referred to in sub-Clause
                  2.1 but not in relation to any other obligations):

                  (i) it has the  requisite  power and  authority to enter  into
                      and perform this agreement;

                  (ii)it has obtained and  satisfied all  corporate,  regulatory
                      and other approvals, or any other conditions, necessary to
                      execute and perform this agreement;

                  (iii) this agreement constitutes the legally valid and binding
                      obligations  of ICI  enforceable  in  accordance  with its
                      terms; and

                  (iv)compliance  with  the  terms  of this  agreement  and each
                      relevant  Americas   Implementation   Agreement  will  not
                      constitute a default under any provision of:

                      (a)  ICI's memorandum or articles of association; or

                      (b)  (i) any  order,  judgment  or  decree;  or  (ii)  any
                           statute,  rule or  regulation;  or  (iii)  any  other
                           restriction of any kind by which ICI is bound; and
<PAGE>

          6.1.2   none of ICI and its  Affiliates  has employed  any  investment
                  banker,  broker or finder,  or incurred any  liability for any
                  brokerage fees, commissions, finder's fees or similar payments
                  in  connection  with the Proposed  Transactions  for which the
                  Purchaser or its Affiliates or any of the Companies or LPC may
                  be liable.

     6.2  ICI and the Purchaser  agree that the Warranties to be given under the
          Americas Share Sale Agreements (in this Clause,  Warranties having the
          meaning given in the relevant  Americas Share Sale  Agreement) will be
          given at the  Completion  Date and will be given subject to any matter
          which is fairly disclosed in the Final Disclosure Letter applicable to
          each Americas Share Sale  Agreement.  ICI and the Purchaser agree that
          ICI may require to amend the Initial Americas Disclosure Letter or the
          Disclosure  Documents (as defined in the Initial  Americas  Disclosure
          Letter) (together in this Clause 6, the "INITIAL  AMERICAS  DISCLOSURE
          DOCUMENTS")  in  accordance  with  sub-Clause  6.3 below by adding to,
          amending or removing  the  specific  matters  identified,  referred to
          and/or  disclosed  therein  in each  case in the  event of them  being
          incomplete or inaccurate.

     6.3  ICI  undertakes to the Purchaser  that it will fairly  disclose to the
          Purchaser  in writing any matter or thing known to ICI before or after
          the date of this agreement and prior to the TEL Completion Date which,
          if not disclosed,  would  constitute a breach of any of the Warranties
          (if  they  had been  given  at the  date of this  agreement)  or which
          constitutes an amendment which is required  pursuant to sub-Clause 6.2
          above in order to amend any factual errors or omissions in the Initial
          Americas Disclosure  Documents.  Such disclosure or any such amendment
          shall be made not later than 14 days before the TEL Completion Date in
          respect of  matters or things  which are known to ICI at or before the
          Record Date and shall be incorporated in the Final  Disclosure  Letter
          applicable  to each  Americas  Share Sale  Agreement.  In  relation to
          matters  or things  which  only  become  known to ICI after the Record
          Date,  such  disclosure  or  amendment  shall be fairly  disclosed  or
          communicated  in  writing  as  soon  as  practicable  before  the  TEL
          Completion  Date and shall be  incorporated  in the  Final  Disclosure
          Letter  applicable to each Americas  Share Sale  Agreement.  ICI shall
          provide  the  Purchaser  with  amendments  to  the  Initial   Americas
          Disclosure  Documents  on a regular  basis  (being  every  four to six
          weeks)  during the period from the date  hereof to the TEL  Completion
          Date.

          Any  such  amendments  to the  information  contained  in the  Initial
          Americas Disclosure  Documents shall, to constitute a valid disclosure
          against the  Warranties,  be required to be expressly  incorporated in
          the Final  Disclosure  Letters  applicable to the Americas  Share Sale
          Agreements.

          ICI undertakes to the Purchaser that only those specific categories of
          general  disclosure  contained  in  the  Initial  Americas  Disclosure
          Letters will be contained in the Final Disclosure  Letters in relation
          to the Americas Sale Agreements and that such specific categories will
          not be amended in any way.


       7  PURCHASER'S WARRANTIES AND REPRESENTATIONS

     7.1 The Purchaser warrants and represents to ICI and DuPont that:

          7.1.1   subject to satisfaction  of the Conditions  Precedent (in each
                  case in relation to the obligations  referred to in sub-Clause
                  2.1 but not in relation to any other obligation):

                  (i) it has the  requisite  power and  authority  to enter into
                      and to perform this agreement;

                  (ii)it has obtained and  satisfied all  corporate,  regulatory
                      and other approvals,  or any other significant conditions,
                      necessary to execute and perform this agreement;

<PAGE>

                  (iii) this agreement constitutes the legally valid and binding
                      obligations  of the  Purchaser  enforceable  in accordance
                      with its terms; and

                  (iv)compliance  with  the  terms  of this  agreement  and each
                      relevant  Implementation  Agreement  will not constitute a
                      default under any provision of:

                      (a)  the  Purchaser's  by-laws  or  other   constitutional
                           documents; or

                      (b)  (i) any  order,  judgment  or  decree;  or  (ii)  any
                           statute,  rule  or  regulation  or  (iii)  any  other
                           restriction  of any kind by which  the  Purchaser  is
                           bound; and

     7.2  none of the Purchaser and its  Affiliates  has employed any investment
          banker,  broker or finder, or incurred any liability for any brokerage
          fees,  commissions,  finder's  fees or similar  payments in connection
          with the  Proposed  Transactions,  for  which  ICI or  DuPont or their
          Affiliates  (excluding,  following the Completion  Date, the Companies
          and LPC) may be liable.


       8  DUPONT WARRANTIES AND REPRESENTATIONS

          DuPont warrants and represents to the Purchaser that:

     8.1  subject to satisfaction  of the Conditions  Precedent (in each case in
          relation to the  obligations  referred to in sub-Clause 2.1 but not in
          relation to any other obligation):

                  (i) it  has  the  requisite   power  and   authority  to enter
                      into and to perform this agreement;

                  (ii)it has obtained and  satisfied all  corporate,  regulatory
                      and other approvals,  or any other significant conditions,
                      necessary to execute and perform this agreement;

                  (iii) this agreement constitutes the legally valid and binding
                      obligations of DuPont  enforceable in accordance  with its
                      terms; and

                  (iv)compliance  with  the  terms  of this  agreement  and each
                      relevant   Newco   Implementation   Agreement   will   not
                      constitute a default under any provision of:

                      (a)  DuPont's by-laws or  other  constitutional documents;
                           and

                      (b)  (i)  any  order,   judgment  or  decree;  or  (ii)any
                           statute,  rule or  regulation;  or  (iii)  any  other
                           restriction of any kind by which DuPont is bound;

     8.2  none of DuPont or its Affiliates  has employed any investment  banker,
          broker or finder,  or incurred any liability  for any brokerage  fees,
          commissions,  finder's fees or similar payments in connection with the
          Newco Sale Agreements for which the Purchaser or its Affiliates or any
          of the Companies may be liable.


       9  NEWCO DISCLOSURE DOCUMENTS

     9.1  ICI and the Purchaser  agree that the Warranties to be given under the
          Newco  Share Sale  Agreement  (in this  Clause  Warranties  having the
          meaning given in the Newco Share Sale  Agreement) will be given at the
          Completion  Date and  will be given  subject  to any  matter  which is
          fairly  disclosed in the Final  Disclosure  Letter  applicable  to the
          Newco Share Sale  Agreement.  ICI and the Purchaser agree that ICI may
          require to amend the Initial Newco Disclosure Letter or the Disclosure
          Documents  (as  defined  in  the  Initial  Newco  Disclosure   Letter)
          (together,  the "INITIAL  NEWCO  DISCLOSURE  DOCUMENTS") in accordance
          with  sub-Clause  9.2 below by adding to,  amending  or  removing  the
          specific matters  identified,  referred to and/or disclosed therein in
          each case in the event of them being incomplete or inaccurate.

<PAGE>

     9.2  ICI  undertakes to the Purchaser  that it will fairly  disclose to the
          Purchaser  in writing any matter or thing known to ICI before or after
          the date of this agreement and prior to the TEL Completion Date which,
          if not disclosed,  would  constitute a breach of any of the Warranties
          (if  they  had been  given  at the  date of this  agreement)  or which
          constitutes an amendment which is required  pursuant to sub-Clause 9.1
          above in order to amend any factual errors or omissions in the Initial
          Newco  Disclosure  Documents.  Such  disclosure or any such  amendment
          shall be made not later than 14 days before the TEL Completion Date in
          respect of  matters or things  which are known to ICI at or before the
          Record Date and shall be incorporated in the Final  Disclosure  Letter
          applicable to the Newco Share Sale  Agreement.  In relation to matters
          or things  which only  become  known to ICI after the Record Date such
          disclosure or amendment  shall be fairly  disclosed or communicated in
          writing  as soon as  practicable  before the TEL  Completion  Date and
          shall be incorporated in the Final Disclosure Letter applicable to the
          Newco  Share Sale  Agreement.  ICI shall  provide the  Purchaser  with
          amendments  to the Initial  Newco  Disclosure  Documents  on a regular
          basis (being every four to six weeks)  during the period from the date
          hereof to the TEL Completion Date.

          Any such amendments to the information  contained in the Initial Newco
          Disclosure  Documents shall, to constitute a valid disclosure  against
          the Warranties,  be required to be expressly incorporated in the Final
          Disclosure Letter applicable to the Newco Share Sale Agreement.

          ICI undertakes to the Purchaser that only those specific categories of
          general  disclosure  contained in the Initial Newco Disclosure  Letter
          will be  contained in the Final  Disclosure  Letter in relation to the
          Newco Sale  Agreements and that such specific  categories  will not be
          amended in any way.


      10  TRIGGER EVENTS

    10.1  If in consequence of any one or more Trigger Events (as defined below)
          there is a Material  Adverse  Effect (as defined  below)  which is not
          remedied by ICI or its  Affiliates  at no cost to the Purchaser or, as
          the case may be TAI or TCI or Newco,  before the TEL Completion  Date,
          then,  provided the  Purchaser or its  Affiliates  have not  knowingly
          caused or contributed  to such Material  Adverse Effect (to the extent
          it would not have  constituted  such a Material Adverse Effect without
          such  contribution),  the  Purchaser  shall have the right,  by notice
          served on both ICI and DuPont at any time  during the period  from the
          date of this  agreement  to  immediately  prior to the TEL  Completion
          Date, to terminate its obligation to purchase the Newco Shares and the
          Americas  Shares  which in the event of  exercise of such right by the
          Purchaser shall be its exclusive remedy and shall extinguish any claim
          by the Purchaser or any of its Affiliates for damages (whether arising
          in contract,  tort or  otherwise) in  connection  with this  agreement
          provided that on such  termination  the  provisions of sub-Clause  2.6
          shall apply mutatis mutandis.

    10.2  In the  event  that  there  is a  dispute  as to  whether  a right  to
          terminate under  sub-Clause 10.1 exists,  the matter shall be referred
          to  the  Independent  Expert  for  determination  in  accordance  with
          sub-Clause  11.2.  If  completion  of the Sale  Agreements  would have
          occurred but for the application of the provisions of sub-Clause 10.1,
          and if the  determination  is that  the  right to  terminate  does not
          exist, the date of that  determination  shall be treated as the Record
          Date for the purposes of sub-Clause 2.5 and this Clause shall apply in
          relation to the new Record Date.

    10.3 For the purposes of this Clause 10:

          "TRIGGER EVENT" means:

          10.3.1  any  amendment  to  or   variation   of  the   Initial   Newco
                  Disclosure   Documents  or  the  Initial  Americas  Disclosure
                  Documents or other disclosure  pursuant to sub-Clauses 6.3 and
                  9.2 in the period  following  signature of this  agreement and
                  before  the TEL  Completion  Date in  respect of any matter or
                  thing  which  but  for  notification  to the  Purchaser  under
                  sub-Clauses 6.3 and 9.2 above would constitute a breach of the
                  Warranties (as defined in sub-Clauses 6.2 and 9.1) if they had
                  been  given at the  date of this  agreement  or the  Purchaser
                  otherwise  becoming  aware,  without  being in  breach of this
                  agreement,  of a matter  or thing  which  would  constitute  a
                  breach of such Warranties,  if they had been given at the date
                  of this agreement; or

<PAGE>

          10.3.2  without prejudice to sub-Clause  10.3.1 above,  where any such
                  amendment or variation is made to correct an error or omission
                  in the information  contained in the Initial Newco  Disclosure
                  Documents or the Initial Americas  Disclosure  Documents,  the
                  Purchaser  shall be entitled to use such  information  for the
                  purpose  of  calculating  whether,  together  with  any  other
                  Trigger Event(s), a Material Adverse Effect has occurred; or

          10.3.3  contractual  terms not being available  (immediately  prior to
                  the expiry of the period  referred to in sub-Clause  10.1) for
                  the Newco Business to be supplied,  for a period of at least 2
                  years following the Completion  Date, with volumes of ilmenite
                  ore consistent  with those consumed by the Newco Business over
                  the 12 months  ending on the date of this  agreement at prices
                  substantially  similar  to those  payable by TEL under the WSL
                  Contract from time to time.

          "MATERIAL ADVERSE EFFECT" means a diminution in the aggregate value of
          the Americas  Business and the Newco  Business  having regard to their
          aggregate Enterprise Value as determined by reference to Schedule 3 of
          US$35,000,000  or more as a result of any one or more  Trigger  Events
          occurring   prior  to  the  TEL  Completion  Date  ignoring  any  such
          diminution:  (a) which would be reflected in an adjustment pursuant to
          the  provisions  of this  agreement or the Sale  Agreements  as at the
          Completion Date to the aggregate consideration for the purchase of the
          Americas Shares or the Newco Business;  and (b) to the extent that the
          diminution  in  value  has  been  remedied  by ICI at no  cost  to the
          relevant  Companies  or  Businesses  Provided  that where any  adverse
          effect  arising  from one or more Trigger  Event(s) is not  reasonably
          capable of calculation in monetary terms, the question as to whether a
          Material  Adverse  Effect has occurred  whether  wholly or partly as a
          result of such Trigger Event(s) shall,  failing  agreement between the
          parties, be determined by the Independent Expert.


      11  INDEPENDENT ACCOUNTANT AND EXPERT


    11.1  INDEPENDENT    ACCOUNTANT

          11.1.1  If  any   party  (a  "COMPLAINANT")   wishes   to  refer   any
                  matter  in  dispute  in   accordance   with   Schedule  3  for
                  determination  under this Clause,  it shall give notice to the
                  others  (or if the  matter  concerns  only  one or some of the
                  others,  then only to such  other or  others)  (the  "OTHERS")
                  requiring the appointment of an independent accounting firm of
                  international   reputation  (the  "INDEPENDENT   ACCOUNTANT").
                  Accounting firms who have acted as auditors of the Complainant
                  or the Others or their respective Affiliates,  during the five
                  years preceding the date of this agreement,  shall be excluded
                  from such  appointment.  If the Complainant and the Others are
                  unable to agree upon the Independent Accountant within 14 days
                  of such  notice,  then  the  Independent  Accountant  shall be
                  appointed by the President for the time being of the Institute
                  of  Chartered   Accountants   in  England  and  Wales  on  the
                  application of either the Complainant or any of the Others.

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

<PAGE>

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

          11.1.4  The fees and expenses of the Independent  Accountant  shall be
                  borne by the Complainant and the Others in equal shares unless
                  the Independent Accountant otherwise determines.


    11.2  INDEPENDENT EXPERT

          11.2.1  If  a  Complainant  wishes  to  refer  any  matter  in dispute
                  for determination  under this sub-Clause 11.2, the Complainant
                  may give  notice  to the  Others  requiring  the  matter to be
                  referred to an independent  expert (the "INDEPENDENT  EXPERT")
                  agreed by the Complainant  and the Others.  If the Complainant
                  and the Others are unable to agree upon the Independent Expert
                  within  14 days of such  notice  then the  Independent  Expert
                  shall be  appointed  by the chairman for the time being of the
                  Institute of Arbitrators on the application of the Complainant
                  or any of the Others.

          11.2.2  If the  Independent  Expert  delays or  becomes  unwilling  or
                  incapable  of acting or if for any other  reason the  chairman
                  for the time being of the Institute of Arbitrators  thinks fit
                  he may discharge the Independent Expert and, in the absence of
                  agreement  between the  Complainant  and the  Others,  appoint
                  another in his or her place.

          11.2.3  The  Independent  Expert  shall act as an expert and not as an
                  arbitrator  and his or her  decision  shall (in the absence of
                  manifest  error) be final and binding on the  Complainant  and
                  the  Others.   The   Independent   Expert   shall  afford  the
                  Complainant  and the Others the  opportunity of making written
                  representations  to him  or  her  and  shall  make  his or her
                  determination within 40 days of appointment.

          11.2.4  The fees and expenses of the Independent Expert shall be borne
                  by the  Complainant  and the Others in equal shares unless the
                  Independent Expert otherwise determines.


      12  LIABILITY IN RELATION TO THE NEWCO SALE AND THE HIVEDOWN AGREEMENT

    12.1  The Purchaser agrees for itself and in respect of its Affiliates that,
          other than as  expressly  provided  in this  agreement,  the  Americas
          Implementation Agreements and the Newco Implementation  Agreements, no
          representation  or  warranty  is given  (express  or  implied)  and no
          liability  is  accepted  by ICI,  DuPont  or any of  their  respective
          Affiliates or any of their respective directors,  employees, agents or
          advisers (respectively the "ICI SELLING GROUP" and the "DUPONT SELLING
          GROUP" and  together  the  "SELLING  GROUP"),  as to the  accuracy  or
          completeness  of any  information  in the Data  Rooms (or any  further
          information  supplied  on request  or any  communication  in  relation
          thereto) or as to the  reasonableness  of any assumptions on which any
          of it is based.

    12.2  The Purchaser for itself and in respect of its  Affiliates  (including
          the  Companies  for the purpose of this Clause 12) agrees that,  other
          than as a result  of fraud on the part of  either  any  member  of the
          DuPont  Selling  Group or of any  member of the ICI  Selling  Group as
          relevant (in which case only the members of the relevant Selling Group
          shall be liable):

                  (i) no member of the Selling  Group shall incur any  liability
                      whatsoever  to the  Purchaser  or  any  of its  Affiliates
                      arising out of or in connection  with the  acquisition  of
                      the Newco Shares or the Americas  Shares and entry into by
                      the  Purchaser  of  the  Newco  Sale  Agreements  and  the
                      Americas Sale Agreements; and

<PAGE>

                  (ii)the  Purchaser  shall  have no right of action  whatsoever
                      against any member of the Selling Group in connection with
                      or arising out of the purchase of the Companies;

          both  other  than  as  provided  in  this   agreement,   the  Americas
          Implementation Agreements and the Newco Implementation Agreements.

    12.3  The Purchaser for itself and its Affiliates  undertakes to the Selling
          Group to waive any liability which such parties may incur by reason of
          the  Purchaser's  or its  Affiliates'  use  of or  reliance  upon  any
          information or documentation provided by such party and their advisers
          in  relation to the sale of the  Companies,  other than as provided in
          this agreement,  the Americas Implementation  Agreements and the Newco
          Implementation Agreements.

    12.4  It is agreed that none of ICI,  DuPont,  the Purchaser or any of their
          respective  Affiliates  are partners under this agreement or any other
          agreement  herein referred to for any purpose,  except the partnership
          agreement  dated 20 December 1993 (as amended)  between  Affiliates of
          ICI and Affiliates of the Purchaser with respect to LPC.

    12.5  The Purchaser acknowledges (for itself and its Affiliates) that DuPont
          and ICI have agreed between themselves arrangements in the Agreed Form
          regarding   the   conduct  of  any  claim   under  any  of  the  Newco
          Implementation  Agreements  which also gives rise to or  constitutes a
          claim  under  the  same or  equivalent  provisions  of the  agreements
          between ICI or any of its  Affiliates  (on the one hand) and DuPont or
          any of its Affiliates (on the other hand) relating to the TEL Sale.

          If DuPont  notifies the Purchaser  that the conduct of any claim under
          any  of the  Newco  Implementation  Agreements  is to be  assumed  and
          controlled by ICI or any of its  Affiliates  in  accordance  with such
          arrangements  then the Purchaser  agrees  (subject to the terms of the
          Newco Implementation Agreements) to co-operate and deal accordingly so
          that references in the Newco Implementation Agreements to "the Seller"
          in the  context of the  conduct  of any such claim  shall be deemed to
          mean ICI or any of its  Affiliates  and the Purchaser  (for itself and
          its Affiliates)  acknowledges that any payment or settlement by ICI or
          any  of  its  Affiliates  to or  with  the  Purchaser  (or  any of its
          Affiliates)  in respect of any claim made by the  Purchaser (or any of
          its  Affiliates)  against  DuPont or its  Affiliates  under any of the
          Newco   Implementation   Agreements  shall  discharge  DuPont  or  its
          Affiliates'  liability  to the  Purchaser  (or any of its  Affiliates)
          under any such Newco Implementation Agreement in respect of such claim
          to the extent of any payment or settlement so made.  The provisions of
          this Clause are without prejudice to the Purchaser's  rights under the
          Newco Implementation Agreements.

    12.6  It is agreed  between  DuPont  and the  Purchaser  (for  itself and on
          behalf of Newco) that in circumstances where the subject matter of any
          claim under any of the Newco Implementation Agreements also gives rise
          to or constitutes a claim or dispute  between DuPont or its Affiliates
          and  Newco  under  or  pursuant  to the  Hivedown  Agreement  then the
          provisions  of the Newco  Implementation  Agreements  dealing with the
          notification,   assistance  and  conduct  of  any  claim,  dispute  or
          proceedings  shall  prevail  over and override  any  corresponding  or
          similar provisions contained in the Hivedown Agreement.  The Purchaser
          shall procure that Newco complies with the provisions of this Clause.

    12.7

          12.7.1  ICI,   DuPont   and  the   Purchaser   agree   to   co-operate
                  generally and take all steps which may  reasonably be required
                  (including without limitation making appropriate  applications
                  to the  relevant  governmental  and/or local  authorities)  to
                  arrange  for  the  transfer  or  assignment  to  Newco  or the
                  re-issue in the name of Newco of each of the Permits  (insofar
                  as they  relate to the Newco  Business)  with  effect from the
                  Completion  Date in each case upon  terms  which  will  enable
                  Newco to continue to conduct  the Newco  Business  with effect
                  from the Completion Date  substantially in the manner in which
                  the Newco Business is conducted prior to the Completion  Date.
                  Any  direct  costs  arising  from the  obligations  under this
                  sub-Clause  12.7 will be divided  equally  among the  parties.
                  Furthermore,  each of the  parties  shall  use all  reasonable
                  efforts to effect each such  transfer,  assignment or re-issue
                  as promptly as practicable after the date of this agreement.

<PAGE>

          12.7.2  ICI and DuPont shall  together use  reasonable  endeavours  to
                  obtain such  consents  from third parties as may be reasonably
                  required to enable Newco to obtain the benefit of the software
                  licences  which are  necessary  for the operation of the Newco
                  Business as at the  Completion  Date at no additional  licence
                  fee.

          12.7.3  If such  consents  are not  obtained,  ICI  and  DuPont  shall
                  procure such additional software licences as are necessary for
                  the  operation  by  Newco  of  the  Newco  Business  as at the
                  Completion  Date.  ICI and DuPont  shall each be liable for 50
                  per cent of the  costs  of such  additional  software  licence
                  fees.

    12.8  Other than in respect of the members of the Selling Group's compliance
          with the provisions of sub-Clause  12.7, the Purchaser  hereby accepts
          and  agrees  that none of the  Selling  Group  shall be liable for any
          failure or refusal by any relevant  governmental or local authority to
          arrange or effect the transfer or  assignment to Newco or the re-issue
          in the name of Newco of any of the Permits as aforesaid.

    12.9  It is  agreed  between  DuPont  (for  itself  and  on  behalf  of  its
          Affiliates) and the Purchaser (for itself and on behalf of Newco) that
          the  indemnity  given by Newco in  favour of TEL in  respect  of Newco
          Liabilities (as defined in the Hivedown  Agreement) pursuant to Clause
          7.3 of the Hivedown  Agreement (the "NEWCO INDEMNITY") shall not apply
          if and to the extent  that the  subject  matter of any claim under the
          Newco  Indemnity  also  gives  rise to or  constitutes  a claim by the
          Purchaser and/or relevant Purchaser Affiliate under or pursuant to the
          Newco Share Sale Agreement.

   12.10  For the purposes of sub-Clauses 12.7 and 12.8 the expression "PERMITS"
          shall  include any  registrations  which may be required for Newco for
          taxation purposes.

   12.11  With effect from the Record Date, or earlier with the agreement of the
          parties (such agreement not to be unreasonably withheld),  the parties
          shall use such reasonable endeavours as they are each able to do so as
          to procure that TEL and Newco meet their  obligations  under the first
          sentence of paragraph 3 of Schedule 7 of the Hivedown Agreement (as if
          the obligations  under the first sentence of paragraph 3 had come into
          effect on the Record Date, or earlier as aforesaid) but subject to the
          provisions  of paragraph  13 of Schedule 7 of the Hivedown  Agreement.
          For the purpose of this sub-Clause 12.11,  references to "consents" in
          such paragraph 3 shall be deemed to include the Consents.

   12.12

          12.12.1 If the  Purchaser  (which for the  purpose of this  sub-Clause
                  12.12  shall  not  include  its  successors  in  title) or any
                  relevant  Affiliate  ("PURCHASER  COMPANIES")  has  not  by  1
                  September 2003 renewed the planning  approval no.  W/66/338/84
                  in  relation  to NBQ  issued  on 27  September  1988 on appeal
                  against  the  decision of  Lincolnshire  County  Council  (the
                  "APPROVAL")  expiring  on 1  September  2003  relating  to the
                  disposal of digester  residue for a further  term of a minimum
                  of 8 years on terms  enabling the continued use of NBQ for its
                  current waste disposal  purposes,  then, subject to compliance
                  by  the  Purchaser  Companies  with  the  provisions  of  this
                  sub-Clause  12.12,  ICI  shall  on  written  notice  from  the
                  Purchaser  Companies given on or within ten working days after
                  1 September 2003 (a "COMPLETION NOTICE") purchase,  or procure
                  the purchase  of, NBQ, on the terms set out in Clause  12.12.4
                  from the Purchaser Companies.

<PAGE>

          12.12.2 ICI's  obligation in sub-Clause  12.12.1 is conditional on the
                  following  obligations  of the Purchaser  Companies,  from the
                  Completion Date:

                  (i) to use and manage  NBQ during the period of its  ownership
                      materially  in  accordance  with  Environmental  Law,  the
                      standards  of the  relevant  regulatory  authorities,  the
                      conditions   of  any  Permits  and  planning   permissions
                      relating thereto and good industry  practice,  in a manner
                      conducive to the renewal of the Approval;

                  (ii)to use NBQ  solely  for the  purpose  of the  disposal  of
                      digester residue arising from the sulphate TiO2 process at
                      the  Grimsby  Site (as such term is  defined  in the Newco
                      Share Sale Agreement); such residue disposed to be broadly
                      similar in quality,  quantity  and type to that  currently
                      disposed  at the  date of this  agreement  and  materially
                      consistent  with the  requirements of the Approval and any
                      Permits relating thereto;

                  (iii) to use all  reasonable  efforts to take,  or cause to be
                      taken,  all  actions  and to do, or cause to be done,  all
                      things  reasonably  necessary,   proper  or  advisable  in
                      relation to  obtaining  the renewal of the  Approval for a
                      term  of at  least  8  years,  including  acceding  to the
                      reasonable demands of the relevant regulatory  authorities
                      and in  particular  to  submit an  application  for such a
                      renewal on or before 31 December 2001.

          12.12.3 The Purchaser Companies shall from the Completion Date:

                  (i) use all reasonable efforts to be a "fit and proper person"
                      within the  meaning of the  Environmental  Protection  Act
                      1990;

                  (ii)promptly  inform ICI of all material  matters  relating to
                      the  process for the  renewal of the  Approval,  including
                      providing  copies of  correspondence,  and  permitting ICI
                      reasonable  opportunity  to participate in the process (at
                      ICI's  expense)  and  including  providing  a copy  of the
                      application  for the renewal of the  Approval to ICI prior
                      to its  submission  to the  relevant  planning  authority.
                      Expense incurred by the Purchaser Companies in relation to
                      the  renewal  of  the  Approval  shall  be  borne  by  the
                      Purchaser Companies; and

                  (iii) not  create  or  permit  or  suffer  to be  created  any
                      encumbrances  over NBQ which shall  subsist at the date of
                      the transfer of NBQ to the Buyer.

          12.12.4 The following conditions shall apply on any sale of NBQ by the
                  Purchaser Companies to the "BUYER" (ICI or a company nominated
                  by ICI);

                  (i) The price payable for NBQ shall be GBP1;

                  (ii)The Purchaser shall sell with Full Title Guarantee;

                  (iii)  Completion  shall take place ten working days after the
                      receipt  of a  Completion  Notice  before  2.00  pm at the
                      registered  office of ICI or at such other  date,  time or
                      place as may be agreed between ICI and the Purchaser;

                  (iv)The Purchaser  Companies shall prior to completion  deduce
                      to the Buyer the title to NBQ  insofar as it differs  from
                      the  title at the  date of this  agreement  and the  Buyer
                      shall not raise any  requisition  in respect of any matter
                      arising before the date of this agreement;

                  (v) NBQ will be sold subject to:

<PAGE>

                      (a)  all  overriding  interests  as defined  in  the  Land
                           Registration  Act 1925 as amended;

                      (b)  all matters referred to in the registers of the title
                           under  which  NBQ  is to be  registered  (other  than
                           financial charges and encumbrances  created in breach
                           of sub-Clause 12.12.3 (iii));

                      (c)  all matters subject to which NBQ is to be sold to the
                           Purchaser  insofar as they remain  valid,  subsisting
                           and affect the title at the completion of the sale to
                           the Buyer;

                  as  well  as  those  encumbrances   referred  to  in  Standard
                  Condition 3.1.2.

          12.12.5 NBQ  will  be  sold  with  vacant   possession  on  completion
                  of its sale.

          12.12.6 The  transfer of NBQ will  contain  covenants  by the Buyer to
                  comply with the following obligations insofar as the Purchaser
                  Companies may remain liable  (directly or indirectly) for them
                  after the date of the transfer:

                  (i) obligations  arising  from  matters  referred  to in  the
                      registered title of NBQ;

                  (ii)obligations  arising under any  documents subject to which
                      NBQ is sold to the Purchaser;

                  and  to  indemnify   the  Purchaser   Companies   against  any
                  non-compliance.

          12.12.7 The  transfer  of  NBQ  will  contain  an  undertaking  by the
                  Purchaser to indemnify  and keep  indemnified  on a continuing
                  basis the Buyer (for  itself and its  affiliates)  against any
                  Adverse  Consequences  (as defined in the Americas  Share Sale
                  Agreements)  ICI or the  Buyer  may  suffer as a result of the
                  failure  of the  Purchaser  Companies  to  comply  with  their
                  obligations under sub-Clauses  12.12.2 and 12.12.3  including,
                  without  limitation,  any  Environmental  Liabilities  arising
                  therefrom;

          12.12.8 The agreement set out in this  sub-Clause  12.12  incorporates
                  the Standard  Conditions  of Sale (Third  Edition)  ("STANDARD
                  CONDITIONS").  In case of  conflict  between  this  sub-Clause
                  12.12  and the  Standard  Conditions,  this  sub-clause  12.12
                  prevails.  Terms used or defined  in the  Standard  Conditions
                  have the same meanings when used in this sub-clause 12.12.

          12.12.9 On the transfer of NBQ to the Buyer:

                  (i) ICI shall  indemnify the Purchaser  Companies  against all
                      and  any  Loss   relating  to  NBQ  and  arising  from  or
                      associated with any Environmental  Liability arising on or
                      after 1 September 2003;

                  (ii)From the date on which NBQ is transferred to the Buyer and
                      until such time as the  transfer  of the Waste  Management
                      Licence is effected,  ICI shall comply with all conditions
                      of the Waste  Management  Licence and any  requirement  or
                      written or oral communication received from any regulatory
                      authority in relation to the same.

                  (iii) Both ICI and the  Purchaser  Companies  shall  use their
                      reasonable  efforts to procure  the  transfer of the Waste
                      Management  Licence to ICI as soon as  possible  following
                      the transfer of NBQ to the Buyer.

                  (iv)For the purposes of this  sub-Clause 12.12  the  following
                      definitions apply:

                      "ENVIRONMENT"  means the natural and man-made  environment
                      and  all  or  any  of  the  following   media  namely  air
                      (including  air  within  buildings  and air  within  other
                      natural or  man-made  structures  above or below  ground),
                      water  (including  water under or within land or in drains
                      or  sewers  and  inland  waters)  and land and any  living
                      organisms (including humans) or systems supported by those
                      media;

<PAGE>

                      "ENVIRONMENTAL  LAW" means all present and future rules of
                      common  law,  acts,   regulations,   standards  or  codes,
                      applicable rights or obligations under European  Community
                      Law, any notices, directions,  impositions or requirements
                      issued,  imposed, or directed by any regulatory  authority
                      relating  to the  Environment,  the  protection  of  human
                      health and  safety or the  Environment  including  without
                      limitation  all  laws  relating  to  emissions,  seepages,
                      discharges,   escapes,   releases,   leaks  or  threatened
                      escapes,  releases, and leaks of pollutants,  contaminants
                      or  hazardous   substances   relating  to  the   creation,
                      handling,   storage  or  disposal  of  same  and  for  the
                      avoidance  of  doubt,  includes  any law  introducing  any
                      materially  more  onerous or stringent  requirements  than
                      were  applicable  at the  date  hereto  including  but not
                      limited to Part IIA of the  Environmental  Protection  Act
                      1990  (and  the  relevant  draft  guidance  as at the date
                      hereto) and sections  161A to 161D of the Water  Resources
                      Act 1991 whether or not in force at the date hereto;

                      "ENVIRONMENTAL   LIABILITY"   means   the   clean-up   and
                      restoration of NBQ,  compliance with the Waste  Management
                      Licence or the  surrender,  revocation  or transfer of the
                      same,   compliance  with  any   requirement,   request  or
                      communication  from a regulatory  authority in relation to
                      Environmental   Laws,   any   monitoring,   investigation,
                      remediating, removing, abating, cleaning-up, containing or
                      otherwise  taking  corrective  action  and  shall  include
                      post-remedial  monitoring  or  responding  to requests for
                      information in relation to NBQ, and shall also include any
                      actual or potential  claim by a third party in relation to
                      site  clean-up  or  restoration  of the land or any of the
                      aforementioned matters;

                      "LOSS" means any losses, claims, penalties,  fines, costs,
                      expenses, liabilities, obligations, judgements, damages or
                      settlement   payments   which  are  suffered  or  incurred
                      directly or indirectly by the  Purchaser  Companies  after
                      sale of NBQ to the Buyer in relation to any  Environmental
                      Liability;

                      "WASTE  MANAGEMENT  LICENCE"  means the  waste  management
                      licence  (number L142) issued to Tioxide  Europe  Limited,
                      Grimsby,  South  Humberside  DN31 2SW or any similar waste
                      management licence relating to NBQ in force at 1 September
                      2003.


      13  INTEREST

          If any sum due for payment under 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  ANNOUNCEMENTS

          No party  shall make or permit  any  member of the ICI  Group,  DuPont
          Group  or the  Purchaser  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 parties which shall not be unreasonably
          withheld or delayed.


      15  CONFIDENTIALITY

    15.1  For the purposes of this Clause:

<PAGE>

          15.1.1  "CONFIDENTIAL INFORMATION" means:

                  (i) all  information  received by the Purchaser Group from the
                      ICI  Group   relating  to  ICI,  its  Affiliates  and  the
                      businesses  conducted by the ICI Group and all information
                      received  by  the  Purchaser  Group  from  DuPont  or  its
                      Affiliates relating to DuPont or its Affiliates,  (in both
                      cases  whether  pursuant  to,  or  in  relation  to,  this
                      agreement or any of the Newco Implementation Agreements or
                      the Americas Implementation Agreements); and

                  (ii)all  information  received by the ICI Group and the DuPont
                      Group from the Purchaser  Group relating to the Purchaser,
                      its  Affiliates  and  the  businesses   conducted  by  the
                      Purchaser  Group (whether  pursuant to, or in relation to,
                      this   agreement  or  any  of  the  Newco   Implementation
                      Agreements or the Americas Implementation Agreements);

                      including,  in all cases, not only written information but
                      information transferred orally, visually,  electronically,
                      or by any other means. The term "Confidential Information"
                      shall not include:

                      (a)  information that is in the public domain at the  date
                           of  this agreement;

                      (b)  information that  subsequently  comes into the public
                           domain,  otherwise  than as a result  of a breach  of
                           this  agreement,  but only after it has come into the
                           public domain;

                      (c)  information   which  the   receiving   party  or  its
                           Representatives  obtain  from a third party not under
                           any  confidentiality  obligation  to  the  disclosing
                           party respecting such information;

                      (d)  information   which  the   receiving   party  or  its
                           Representatives at the time of disclosure already has
                           in its  possession  and which is not  subject  to any
                           obligation of secrecy on their part to the disclosing
                           party;

                      (e)  information  which  is  independently   developed  by
                           employees   of   the    receiving    party   or   its
                           Representatives  who had no access to the information
                           disclosed by the disclosing party; or

                      (f)  information   which   relates   exclusively   to  the
                           Businesses   after   completion  of  the  Newco  Sale
                           Agreements  and Americas  Sale  Agreements  which the
                           Purchaser or its Affiliates disclose publicly.

          15.1.2  "REPRESENTATIVES"  means  Affiliates,   directors,   officers,
                  employees,  agents  or  representatives  of any  party  or its
                  Affiliates,  and  their  respective  solicitors,  accountants,
                  consultants and financial advisers.

    15.2  Each  party  undertakes  for a period of 5 years from the date of this
          agreement   (subject  to  such  other  period  specified  in  a  Newco
          Implementation  Agreement or an Americas  Implementation  Agreement in
          relation to particular  information)  following the Completion Date to
          maintain  Confidential  Information  received by it, its Affiliates or
          its  Representatives  relating to any other party or any other party's
          Affiliates   in  confidence   and  not  disclose   that   Confidential
          Information  to any person other than its  Representatives,  except as
          required  by law or any  competent  regulatory  authority  or with the
          prior  written  approval  of such  other  party,  which  shall  not be
          unreasonably withheld or delayed.

<PAGE>

    15.3  Each party  undertakes  only to disclose to its  Representatives  such
          Confidential  Information  relating to the disclosing party or parties
          or the  disclosing  party's or parties'  Affiliates  as is  reasonably
          required for the purposes of  performing  the  obligations  under this
          agreement  or the  Newco  Implementation  Agreements  or the  Americas
          Implementation  Agreements and only to those  Representatives  whom it
          has  informed  of  the   confidential   nature  of  the   Confidential
          Information  and who  undertake  to keep it  confidential.  Each party
          shall be responsible for breach of such confidentiality undertaking by
          it or  its  Representatives  and  undertakes  to  indemnify  and  hold
          harmless  the  disclosing  party or  parties,  its  Affiliates  or any
          successor to such business  against all actions,  proceedings,  costs,
          claims,  demands,  liabilities,  losses or expenses  (including  legal
          expenses) arising from such breach.

    15.4  In the event that,  after  receipt of  Confidential  Information,  any
          party,  or any  person or  Representative  to whom it has  transmitted
          Confidential Information, becomes legally required (by oral questions,
          interrogatories,  requests for  information  or  documents,  subpoena,
          civil  investigation,  demand or similar  process,  or  otherwise)  to
          disclose any of the  Confidential  Information  received,  the legally
          compelled party shall provide the disclosing party with prompt written
          notice of that  requirement  so that the  disclosing  party may seek a
          protective order or other appropriate  remedy but shall not be obliged
          to delay  disclosure if to do so would be in breach of any  conditions
          for such disclosure imposed by the authority compelling disclosure and
          in any event should the disclosing  party not be successful in seeking
          or  obtaining a  protective  order or other  appropriate  remedy,  the
          disclosing  party shall waive  compliance  with the provisions of this
          agreement  for such  particular  case to enable the legally  compelled
          party or its Representative to comply with any such legal requirement.

    15.5  Each party will only use (or permit the use by its Representatives of)
          the Confidential Information received by it or its Representatives for
          the purposes of the transactions contemplated by this agreement.

    15.6  Nothing in this Clause 15 shall make a party liable to any other party
          for any of its  Representatives in relation to breaches of this Clause
          which  occur  after  the time  when such  Representative  becomes  the
          Representative  of another  party to this  agreement.  Nothing in this
          sub-Clause  15.6  shall  affect  any  duty  owed  personally  by  such
          Representative.

    15.7  Nothing in this Clause 15 shall  supersede or vary the  obligations of
          the parties  set out in any of the Newco  Technology  Agreements,  the
          Americas   Technology   Agreements   or  any  other   agreement,   the
          confidentiality  provisions  of  which  exist  on  the  date  of  this
          agreement.

    15.8  Notwithstanding any provision to the contrary,  the provisions of this
          Clause shall survive termination of this agreement.


      16  GUARANTEES AND INDEMNITY

    16.1  Each party  undertakes to procure  that,  subject to the terms of this
          agreement,  its  relevant  Affiliates  enter into the  relevant  Newco
          Implementation Agreements or Americas Implementation Agreements on the
          Completion Date, as the case may be.

    16.2  The  parties  shall  on the  Completion  Date  enter  into  a deed  of
          guarantee  in the Agreed Form in relation  to the  obligations  of the
          parties and their Affiliates after the Completion Date under the Newco
          Sale   Agreements  and  Americas  Sale  Agreements  and  the  relevant
          Implementation Agreements.

    16.3  At or as soon as reasonably practicable after the Completion Date, the
          Purchaser  will use its reasonable  endeavours to procure,  whether by
          offering its own covenant in substitution  for that of a member of the
          Selling  Group  or  otherwise  howsoever  (but in no event  shall  the
          Purchaser or any of its  Affiliates be required to make any payment as
          a basis for such release),  the release of ICI and/or DuPont or any of
          their respective  Affiliates (the "Selling Group") from the guarantees
          specifically  identified in the Final Disclosure  Letter applicable to
          the Newco Share Sale  Agreement for the purposes of this provision and
          pending such release the Purchaser will indemnify and keep indemnified
          each  of the  members  of the  Selling  Group  from  and  against  any
          liability (including any claim, demand, proceeding, costs, damages and
          expenses)  which they may suffer or incur under or in relation to such
          guarantees.

<PAGE>

    16.4  The Purchaser  will indemnify and keep  indemnified  the Selling Group
          from  and  against  any  liability   (including  any  claim,   demand,
          proceeding,  costs,  damages and expenses)  which they may suffer as a
          result of the failure of the Purchaser to comply with its  obligations
          under paragraph 2 of Schedule 4.


      17  FURTHER ASSURANCE

          The parties shall, and shall procure that their  Affiliates  shall, at
          their  own  expense,  comply  with  the  terms of this  Clause  17 and
          Schedule 4 and, at all times from the date of this  agreement,  do all
          things as may be reasonably  required to give effect to this agreement
          and to all other agreements  contemplated hereby,  including,  without
          limitation,  the execution of all deeds and  documents,  procuring the
          convening of all meetings,  the giving of all necessary waivers (other
          than in respect of Conditions  Precedent) and consents and the passing
          of all  resolutions  and  otherwise  exercising  all powers and rights
          available to them.


      18  NOTICES

    18.1  Any notice or other document to be served under this  agreement  shall
          be in writing  and may be  delivered  by hand or by courier or 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  18.3 below) or at such other address (or
          marked for the attention of such other person) as it may have notified
          to the other  parties 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), return receipt requested (or any substantially  equivalent
          service).

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

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

          18.2.2  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
                  10.00 a.m. (local time at the destination) on the Business Day
                  after its transmission (if sent at any other time); or

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

    18.3  The person to whom  notices or documents  should be addressed  for the
          purposes of sub-Clause 18.1 is:


          18.3.1  if to be served on ICI:

                  the Company Secretary
                  Imperial Chemical House
                  9 Millbank
                  London SW1P 3JF
                  Fax: (44) 171 798 5170

<PAGE>

          18.3.2  if to be served on DuPont:

                  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 U.S.A. 19880
                  Fax: (1) 302 992 6084

          18.3.3  if to be served on the Purchaser:

                  General Counsel
                  NL Industries, Inc
                  16825 Northchase Drive
                  Suite 1200
                  Houston, Texas 77060, USA
                  Fax: (1) 281 423 3333

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


      19  COSTS

          Save  as  otherwise  provided  in  this  agreement,  or  as  otherwise
          specifically  agreed to in  writing by the  parties  after the date of
          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  including without  limitation in respect
          of their obligations fulfilling the Conditions Precedent.


      20  ASSIGNMENT

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

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

    20.2  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

    20.3  it shall be a condition of any such assignment that reasonable  notice
          is given in writing to the  Non-assigning  Parties 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 Parties may reasonably require).


      21  RTPA

          Each of the parties to this  agreement  confirms on its own behalf and
          on  behalf  of each of its  Affiliates  that  is  party  to any of the
          Implementation  Agreements  (as  executed)  that if by  virtue  of any
          provision  of  this  agreement  or  any of  the  Newco  Implementation
          Agreements or the Americas Implementation  Agreements (as executed) or
          any other  agreement or  arrangement of which this agreement or any of
          the  Implementation  Agreements  forms  part,  any such  agreement  or
          arrangement is subject to  registration  under the  Restrictive  Trade
          Practices Act 1976 (the "RTPA")  (provided  that any such agreement or
          arrangement is not a non-notifiable  arrangement  under Section 27A of
          the RTPA) none of the parties to any such agreement or arrangement who
          carries on business within the United Kingdom shall give effect to, or
          enforce or purport to enforce the agreement or  arrangement in respect
          of any such provision until the day after particulars of the agreement
          or  arrangement  (as the  case  may be)  have  been  furnished  to the
          Director General of Fair Trading under section 24 of the RTPA.


<PAGE>

      22  CONFLICT WITH OTHER AGREEMENTS

          In the event of any  conflict  between this  agreement  and any of the
          Implementation  Agreements,  this agreement  shall prevail (as between
          the parties to this  agreement and as between any other members of the
          ICI Group,  the DuPont Group and the Purchaser  Group) save where such
          other  agreement  expressly  states  that  it (or  any  part of it) is
          overriding  this  agreement  in any  respect  and the  parties to this
          agreement are either also parties to that other agreement or otherwise
          expressly  and in  writing  agree  that  such  other  agreement  shall
          override this agreement in that respect.


      23  WHOLE AGREEMENT

    23.1  This  agreement,  the Newco  Implementation  Agreements,  the Americas
          Implementation  Agreements and any other  agreements  contemplated  in
          this agreement or in those  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   Newco   Implementation   Agreements   and   the   Americas
          Implementation   Agreements  and  supersede  all  previous  agreements
          between the parties and their respective  Affiliates  relating to such
          transactions.

    23.2  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 Newco  Implementation  Agreements and the
          Americas  Implementation   Agreements,   it  has  not  relied  on  any
          representation,  warranty,  collateral  contract  or  other  assurance
          (except  those  set  out  in  this  agreement  or  any  Implementation
          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.

    23.3  Each  obligation,  representation  and  warranty  on the  part of ICI,
          DuPont or the Purchaser under this agreement (excluding any obligation
          fully performed on the Completion  Date) shall continue in force after
          the Completion Date.

    23.4  Nothing in this agreement or the  Implementation  Agreements  shall be
          deemed to constitute a  partnership  between the parties  hereto.  All
          obligations of the parties shall be several.


      24  AMENDMENTS

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


      25  GOVERNING LAW

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

<PAGE>

      26  JURISDICTION

    26.1  The  parties  agree to submit  to the  exclusive  jurisdiction  of the
          English courts for all purposes relating to this agreement and to take
          no  action  to avoid,  dispute  or  suggest  to such  court  that such
          jurisdiction is improper.

    26.2  DuPont  irrevocably  appoints Du Pont (U.K.)  Limited of Wedgwood Way,
          Stevenage,  Hertfordshire  SG1 4QN as its  agent  for the  service  of
          process in England.

    26.3  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 appears first on page 1.


<PAGE>



                                   SCHEDULE 1
                              CONDITIONS PRECEDENT
                                   (CLAUSE 2)



       1  In so far as it has jurisdiction over the Proposed  Transactions,  the
          Office of Fair Trading indicating in terms reasonably  satisfactory to
          the parties that it is not the  intention of the Secretary of State to
          refer  the  Proposed   Transactions  to  the  Monopolies  and  Mergers
          Commission (the "OFT CONDITION").

       2  In so far as it has jurisdiction over the Proposed  Transactions,  the
          Bundeskartellamt   approving  the  Proposed   Transactions   in  terms
          reasonably satisfactory to the parties (the "BK CONDITION")

       3  In so far as it has jurisdiction over the Proposed  Transactions,  the
          European Commission issuing a decision, pursuant to Article 6(1)(b) of
          Regulation   4064/89   (or   amending    Regulation    1310/97)   (the
          "REGULATIONS")  declaring  in  terms  reasonably  satisfactory  to the
          parties that any concentration  arising from the Proposed Transactions
          is compatible with the common market (the "EC CONDITION").

       4  In so far as it has jurisdiction over the Proposed  Transactions,  the
          European Commission not issuing a decision pursuant to Article 9(3) of
          the Regulations,  to refer the Proposed  Transactions to the competent
          authorities of any Member State of the European Union.

       5  No  Member State  of the European  Union taking  measures  pursuant to
          Article 21 of the Regulations, to protect legitimate interests.

       6  All  waiting  periods  and any  extensions  thereof  under the HSR Act
          applicable to the  consummation  of the Proposed  Transactions  having
          been satisfied, expired or terminated (the "HSR CONDITION").

       7  The  Director  appointed  under  the  Canadian  Competition  Act  (the
          "COMPETITION  ACT")  issuing an advance  ruling  certificate  in terms
          reasonably  satisfactory  to  the  parties  under  Section  102 of the
          Competition  Act in respect of the sale of TCI by Affiliates of ICI to
          the Purchaser or the  applicable  waiting  period under Section 123 of
          the Competition Act having expired and the Director having advised the
          Purchaser in terms reasonably satisfactory to the parties that he does
          not intend to apply to the  Competition  Tribunal  for an order  under
          Section 92 or  Section  100 of the  Competition  Act in respect of the
          proposed acquisition of TCI (the "COMPETITION ACT CONDITION").

       8  All other consents and approvals,  as are required by law, having been
          obtained,  or all waiting  periods (in addition to the HSR  Condition,
          the  OFT  Condition,  the EC  Condition,  the  BK  Condition  and  the
          Competition Act Condition) (and any extensions thereof) having expired
          or  terminated  in any  relevant  jurisdiction  for  the  purposes  of
          implementing the Proposed  Transactions in a form  satisfactory to all
          parties  (but only  where  such  parties  are  directly  concerned  or
          interested).

       9  No order, writ,  injunction or decree has been issued which restrains,
          enjoins or invalidates, or otherwise materially adversely affects, the
          Proposed  Transactions  and no  action,  suit or other  proceeding  is
          pending or threatened that has a reasonable likelihood of resulting in
          any such order, writ, injunction or decree being issued.

      10  The   obligations  of  ICI  and  DuPont  to  consummate  the  Proposed
          Transactions contemplated by this agreement are subject, at the option
          of ICI and DuPont, to the satisfaction of the conditions that:
<PAGE>

    10.1  all  obligations  and  undertakings  of the  Purchaser  (the breach of
          which, singly or in the aggregate,  would be material) to be performed
          by the Purchaser  under this  agreement  prior to or at the Completion
          Date shall have been performed; and

    10.2  all  warranties  and  representations  made by the  Purchaser  in this
          agreement (the breach of which,  singly or in the aggregate,  would be
          material) shall be true and correct in all material respects.

      11  The   obligations   of  the  Purchaser  to  consummate   the  Proposed
          Transactions contemplated by this agreement are subject, at the option
          of the Purchaser, to the satisfaction of the conditions that:

    11.1  all obligations and  undertakings of ICI (the breach of which,  singly
          or in the  aggregate,  would be material) to be performed by ICI under
          this  agreement  prior to or at the  Completion  Date  shall have been
          performed;

    11.2  all warranties and representations  made by ICI in this agreement (the
          breach of which, singly or in the aggregate,  would be material) shall
          be true and correct in all material respects; and

    11.3  all  warranties and  representations  made by DuPont in this agreement
          (the breach of which,  singly or in the aggregate,  would be material)
          shall be true and correct in all material respects.

      12  The  completion of the TEL Sale,  for which purpose the  definition of
          TEL Sale shall be deemed to include the execution of the Deed relating
          to the Tioxide Pension Fund in the Agreed Form.

      13  All Permits  which are  material in relation to the  operation  of the
          Newco Business  having been  transferred or assigned to or reissued in
          the name of  Newco  or  arrangements  reasonably  satisfactory  to the
          Purchaser  having  been  made for any of the same  that  cannot  be so
          transferred or assigned or reissued prior to the Completion Date to be
          so transferred or assigned or reissued after the Completion Date.




<PAGE>



                                   SCHEDULE 2
                                     PART I
                         NEWCO IMPLEMENTATION AGREEMENTS
                                  (CLAUSE 1.1)

       1  Hivedown Agreement

       2  Newco Share Sale Agreement

       3  Product Exchange Agreement between TEL and Newco

       4  Technology Agreements

     4.1  Name Agreement between Newco, TEL and DuPont

     4.2  Name Agreement between Newco, TEL and DuPont

     4.3  Newco Patent and Know-How Licence

     4.4  Technical  Assistance  Agreement  between TEL (or an Affiliate of TEL)
          and Newco

     4.5  Service  Agreement  for  transitional  IT services  between TEL (or an
          Affiliate of TEL) and Newco

     4.6  Service  Agreement (Eutech)  between ICI  (or an Affiliate of ICI) and
          Newco

       5  Deed of Guarantee  (to include a guarantee  given by the  Purchaser in
          respect of Newco's obligations under the Hivedown Agreement)

       6  Transfers,  in a form reasonably satisfactory to the Purchaser, of the
          legal  interest in respect of the NBQ and  Killingholme  properties in
          favour of the Purchaser or any of its Affiliates

       7 Product  Supply  Agreement  (Newco to DuPont or an Affiliate of DuPont)
         for:

     7.1  Zirconia Frit;

     7.2  Titanyl Sulphate;

     7.3  Zirconium Orthosulphate Solution

     7.4  Trivalent Titanium

       8  Product Supply  Agreement  (DuPont or an Affiliate of DuPont to Newco)
          for Titanium Tetrachloride

       9  Product Supply Agreement (ICI or an Affiliate of ICI to Newco) for:

     9.1  Sulphuric Acid

     9.2  Sulphur

     9.3  Caustic Soda




<PAGE>



                                   SCHEDULE 2
                                     PART II
                       AMERICAS IMPLEMENTATION AGREEMENTS
                                  (CLAUSE 1.1)

       1  Americas Share Sale Agreements

       2  Canadian and US Deeds of Indemnity

       3  Americas Technology Agreements

     3.1  Assignment and  Substitution  Agreement between Tioxide Group Limited,
          Tioxide Group Services Limited, DuPont and TCI

     3.2  Name Agreement between TEL, TAI and DuPont

     3.3  Name Agreement between TEL, TCI and DuPont

     3.4  Patent and Know-How Licence between TCI and DuPont

     3.5  Venturis Agreement between DuPont and LPC

       4  Deeds of Guarantee

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

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




<PAGE>



                                   SCHEDULE 3
                                  (CLAUSE 3.3)

       1  Consideration and Adjustment

     (1)  In this Schedule 3:

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

          "ACTUAL NET DEBT" means Net Debt as agreed or determined in accordance
          with paragraphs (6) to (8) below;

          "ACTUAL  NET  WORKING  CAPITAL"  means Net  Working  Capital as at the
          Completion Date as determined under paragraphs (6) to (8) below;

          "ESTIMATED  CONSIDERATION"  has  the   meaning   given   in  paragraph
          (3)(a)  below  as applicable;

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

          "ESTIMATED NET DEBT" has  the meaning given in paragraph (3)(b) below;

          "ENTERPRISE  VALUE"  means,  for each Company or  Business,  the value
          shown  against the line  described  as  Enterprise  Value shown in the
          column  headed EV in Section 2 of this Schedule 3 against the relevant
          Company or Business  which is the amount which the parties have agreed
          to represent  the fair market value  (excluding in relation to TAI any
          item  relating to the LPC  Interests) of that Company or Business on a
          basis free of Net Debt;

          "FINAL CONSIDERATION" has the meaning given in paragraph (5)(a) below;

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

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

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

          "INTEREST RATE" means LIBOR plus 25 basis points;

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

          "NET WORKING CAPITAL" means the aggregate of:

          (c)     Operating Debtors; plus

<PAGE>

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

          (e)     Operating Creditors less than one year.

          For the purposes of (b) the Stocks shall be valued in accordance  with
          the document  headed  "Stocktaking  and Valuation  Principles"  in the
          Agreed Form marked "NWC-S";

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

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

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

          "SHARE  SALE  AGREEMENTS"  means the  Americas  Share Sale  Agreements
          and/or the Newco Share Sale Agreement (as the context so requires);

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

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

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

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

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

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

<PAGE>


          ESTIMATED CONSIDERATION PAYABLE AT COMPLETION

     (3)  In  relation  to each Share Sale  Agreement  or, as  appropriate,  the
          Hivedown  Agreement,  no later than seven days  before the  Completion
          Date ICI (in  relation to TAI and TCI) and TEL (in  relation to Newco)
          shall deliver to the Purchaser a statement (the "ESTIMATED  COMPLETION
          STATEMENT")  calculating the Estimated  Consideration for the relevant
          Company on the following basis:

          (a)     Estimated  Consideration for the relevant Company shall be the
                  amount determined by the following formula:

                  Estimated  Consideration  = EV minus END plus in the case only
                  of Newco US$1 (excluding in the case of TAI in relation to any
                  of the  foregoing any item or matter  attributable  to the LPC
                  Interests) plus in the case only of TAI LV

                  Where (in relation to the relevant Company):

                  EV = Enterprise Value

                  END = Estimated Net Debt

                  LV = X (value of LPC Interests)

          (b)     Estimated  Net Debt shall be the amount which ICI (in relation
                  to TAI and TCI) and TEL (in relation to Newco),  estimates (in
                  good faith based on the  accounting  records and  forecasts of
                  the  relevant  Company  (or as the case may be TEL) and  after
                  consultation  with the  Purchaser  and (in  relation to Newco)
                  DuPont)  to be the Net Debt for the  relevant  Company  at the
                  Completion Date.

          (c)     In relation to the LPC Interests,  the consideration  shall be
                  US$X, which shall not be subject to adjustment.

          The figure  represented  by X in this paragraph (3) shall be as agreed
          between ICI and the Purchaser.

     (4)  On the Completion  Date the relevant  Purchaser  Affiliate will pay or
          procure  the  payment of (in  accordance  with the  provisions  of the
          relevant  Share  Sale  Agreement  or  as  appropriate,   the  Hivedown
          Agreement) an amount equal to the Estimated Consideration. In relation
          to the LPC Termination  Agreement,  the relevant  Purchaser  Affiliate
          shall pay or procure the payment of (in accordance  with the provision
          of the LPC Termination Agreement) an amount equal to the consideration
          due under such agreement being US$Y.

          The figure  represented  by Y in this paragraph (4) shall be as agreed
          between ICI and the Purchaser.




<PAGE>



          CALCULATION OF THE FINAL  CONSIDERATION IN RELATION TO TAI AND TCI

     (5)  In relation to the Americas Share Sale Agreements:

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

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

                  Where (in relation to the relevant Company):

                  EV = Enterprise Value

                  AND = Actual Net Debt

                  NWC28 = Net Working Capital as at 28 February 1998

                  ANWC = Actual Net Working Capital

                  LV = X (value of LPC Interests)

                  The figure  represented by X in this paragraph (5) shall be as
                  agreed between ICI and the Purchaser.

          (b)     After  the  Completion  Date ICI  shall  prepare  a completion
                  statement  as at the  Completion  Date which  shall  contain a
                  statement  of  the  Final  Consideration  in  accordance  with
                  paragraph 5(a) above based on ICI's  calculations  (the "FINAL
                  COMPLETION  STATEMENT").  The Final Completion Statement shall
                  be  prepared  using  ICI's  normal  accounting   policies  and
                  practices  as set out or  referred  to in  ICI's  Controller's
                  Manuals  as applied by the  relevant  Company on a  consistent
                  basis  and shall be  submitted  by ICI to ICI's  Auditors  for
                  review.

          No final  consideration  adjustment  will be made for the Newco Shares
          under  the  Newco  Share  Sale  Agreement  and the  provisions  of the
          Hivedown Agreement will apply. The provisions of sub-paragraphs 1(5) -
          (9) inclusive will not apply to the Newco Share Sale Agreement.

     (6)  Within  45 days of the  Completion  Date,  ICI  shall  issue the Final
          Completion Statement (distinguishing between the Americas Business and
          the LPC Business) for the relevant Companies to the Purchaser together
          with a copy  of a  report  by  ICI's  Auditors  addressed  to ICI  and
          substantially  in the form set out in Annex 2 to the  effect  that the
          Final  Completion  Statement has been prepared in accordance with this
          agreement.  Although it is ICI's  responsibility  to prepare the Final
          Completion Statement, ICI will require the assistance of the employees
          of the relevant Purchaser Affiliates to fulfil this responsibility and
          the Purchaser shall ensure such assistance is provided promptly and at
          no  charge.   Immediately  after  delivery  of  the  Final  Completion
          Statement,  the Purchaser's  Auditors shall have the right, subject to
          the Purchaser delivering to ICI's Auditors a signed letter in the form
          set out in Annex 4, to review the Final Completion Statement and ICI's
          Auditors  working papers relating to the Final  Completion  Statement.
          Within 45 days of delivery to the  Purchaser  of the Final  Completion
          Statement  and  ICI's  Auditors  report  (each  of  which  shall be in
          English) to the Purchaser's  designated location,  the Purchaser shall
          give  notice  to ICI in  writing  of any item or  items  in the  Final
          Completion Statement which it wishes to dispute and the basis on which
          it  disputes  that item or those  items and the  changes  to the Final
          Completion  Statement which the Purchaser  believes should be made and
          ICI and the Purchaser shall use their reasonable endeavours to resolve
          that  dispute.  Any items in respect of which the  Purchaser  does not
          give  such  notice  will  be  deemed  to  have  been  accepted  by the
          Purchaser.  Any written resolution reached by ICI and the Purchaser on
          any  disputed  item  shall be final,  conclusive  and  binding  on the
          parties.

<PAGE>


     (7)  If ICI and the Purchaser agree the Final Completion Statement then any
          adjusting payments referred to in paragraph (9) below shall be made by
          the paying party within seven days of being agreed by the parties.

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

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

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

          (b)     interest  (calculated  on a  day-to-day  basis and  compounded
                  monthly) at the Interest  Rate on the amount in paragraph  (9)
                  (a) above  from the  Completion  Date to the date of  payment,
                  calculated on a day to day basis

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

    (10)  In this  Schedule,  references to lines of A Forms have been chosen by
          ICI and are  believed  in good faith to  correspond  to the matters to
          which they refer.  If,  however,  that  reference when compared to the
          matter it  describes or refers to is  incorrect  then,  subject to the
          Purchaser's  agreement,  there  shall be  substituted  for  that  line
          reference  another line  reference (if any) which  corresponds  to the
          matter described or referred to. Any dispute between the Purchaser and
          ICI as to any matter  arising under this  sub-paragraph  (10) shall be
          referred for final determination in accordance with sub-Clause 11.1 of
          this Agreement.

       2 Enterprise Value (paragraph 1(1) of this Schedule)
<TABLE>
<CAPTION>

                                                                       Uplift of
                                                                       Stocks to
                                                                       fair market
                                                                       value for the
                                                                       purpose of
                                                                       allocation of
                                                                       consideration
                                                                       to classes of
                                                                       assets
                                                 EV            NWC 28
                                                US$               GBP             US$
           <S>                          <C>                <C>              <C>
           Newco Business               118,410,000         3,950,000 (1)     215,000
           TAI:                                                   US$

             Americas Business            6,857,000         6,857,000             Nil

               (1) As provided in the Hivedown Agreement.


             LPC Business
             (excluding
             LPC Interests):                      Z        15,081,000       1,697,000
</TABLE>
<TABLE>
<CAPTION>

           TCI:                                 US$             CAN $             US$

           <S>                           <C>                <C>                <C>
           Americas Business             14,733,000         7,444,000          62,000

           LPC Business                           W         2,575,000             Nil

          The  figures  represented  by  Z  and  W in this Section 2 shall be as
          agreed between ICI and the Purchaser.

</TABLE>


<PAGE>



                                   SCHEDULE 4
                                FURTHER ASSURANCE
                                   (CLAUSE 17)

       1  ICI,  DuPont and the Purchaser  recognise that it may be necessary for
          certain of the  excluded or shared  assets to be used by the ICI Group
          and/or the DuPont Group and the Companies  after the Completion  Date.
          If any such assets are  identified  by ICI,  DuPont or the  Purchaser,
          ICI,  DuPont and the Purchaser will negotiate in good faith to reach a
          sharing arrangement (on a fair, equitable and cost-effective basis) in
          relation to such assets.

       2  In accordance with its obligations  under the Transfer of Undertakings
          (Protection of Employment)  Regulations 1981 (as amended the "TRANSFER
          REGULATIONS")  in relation to the  employees  to be employed by Newco,
          the Purchaser  shall  promptly  provide TEL, ICI or its  Affiliates in
          writing with such  information  as is  reasonably  necessary to enable
          TEL, ICI or its  Affiliates to carry out the duties under  Regulations
          10(2)(d) and 10(6) of the Transfer  Regulations and the obligations to
          consult under the Transfer  Regulations and Council  Directive  77/187
          EEC.

       3 ICI shall be responsible for the incorporation of Newco.

       4

     4.1  Up until  the  Completion  Date (or the  earlier  termination  of this
          agreement) the parties agree in good faith to co-operate generally and
          take all steps as may  reasonably be required (in so far as each party
          is able to do so and the same is permitted by law or regulation):-

          (a)     for TEL to split  with  Newco  the WSL  Contract  (whether  by
                  partial assignment or otherwise) on a PRO RATA volume basis by
                  reference  to that  proportion  of the  ilmenite  ore supplied
                  under the WSL  Contract  which has been  consumed by the Newco
                  Business  during  the 12  months  ending  on the  date of this
                  agreement (THE "AGREED GRIMSBY VOLUME PROPORTION"); and/or

          (b)     for TEL to  effect a  sub-contract  arrangement  in  favour of
                  Newco for a period of two years  from the  Completion  Date in
                  respect of the WSL Contract  giving to the Newco  Business the
                  Agreed Grimsby Volume Proportion; and/or

          (c)     for contractual  terms to be made available to Newco for Newco
                  to be supplied,  for a period of at least two years  following
                  the Completion  Date,  with volumes of ilmenite ore consistent
                  with those  consumed by the Newco  Business over the 12 months
                  ending on the date of this agreement (THE "GRIMSBY  HISTORICAL
                  VOLUME"); and/or

          (d)     if  prior  to  the  Completion  Date  the  volumes of ilmenite
                  ore  contractually  available for supply to the Newco Business
                  are less than the Grimsby  Historical Volume, for any ilmenite
                  ore made  available  during the  period  from the date of this
                  agreement until the second  anniversary of the Completion Date
                  to TEL or any other  companies  to be sold to DuPont or any of
                  its Affiliates  upon  completion of the TEL Sale (the "TIOXIDE
                  GROUP") pursuant to any new contract ("NEW CONTRACT") which is
                  entered into after the date of this agreement and prior to the
                  TEL  Completion  Date by any member of the Tioxide Group to be
                  shared as between the Newco  Business  and the  Tioxide  Group
                  other than the Newco Business (the "REVISED TIOXIDE Group") so
                  that the Newco Business is entitled to receive a proportion of
                  such  ilmenite  ore  equal  to  the  Agreed   Grimsby   Volume
                  Proportion   but  so  that  the   aggregate  of  ilmenite  ore
                  contractually  available to the Newco  Business  under any New
                  Contracts  shall  not,  when  taken  together  with any  other
                  contractual  arrangements  available to the Newco Business, be
                  required to exceed the Grimsby Historical Volume.

<PAGE>

     4.2  If the volumes of ilmenite ore  contractually  available for supply to
          the Newco  Business at the  Completion  Date are less than the Grimsby
          Historical  Volume,  Dupont  shall use all  reasonable  endeavours  to
          procure (if permitted by law or regulation) that any ilmenite ore made
          available  during  the  period  of two  years  immediately  after  the
          Completion  Date to the  Revised  Tioxide  Group  pursuant  to any new
          contract  ("NEW  TIOXIDE  CONTRACT")  which is entered  into after the
          Completion  Date is  shared as  between  the  Newco  Business  and the
          Revised  Tioxide  Group so that the  Newco  Business  is  entitled  to
          receive a proportion of such ilmenite ore equal to the Agreed  Grimsby
          Volume  Proportion  but so  that  the  aggregate  of  ilmenite  ore so
          contractually  available to the Newco  Business  under any New Tioxide
          Contracts  shall not, when taken  together with any other  contractual
          arrangements  available to the Newco  Business,  be required to exceed
          the Grimsby Historical Volume.

     4.3  If the volumes of ilmenite ore  contractually  available for supply to
          the Revised  Tioxide  Group at the  Completion  Date are less than the
          volumes of ilmenite ore consumed by the Revised Tioxide Group over the
          12 months ending on the date of this  agreement,  the Purchaser  shall
          use all  reasonable  endeavours  to procure  (if  permitted  by law or
          regulation)  that any ilmenite ore made available during the two years
          immediately  after the Completion Date to the Newco Business  pursuant
          to any new contract which is entered into after the Completion Date is
          shared as between the Newco Business and the Revised  Tioxide Group so
          that each shall be entitled  to receive  volumes by  reference  to the
          proportions  of ilmenite  ore  consumed by the Newco  Business and the
          Revised  Tioxide  Group  under the WSL  Contract  during the 12 months
          ending on the date of this agreement.

     4.4  Neither ICI (for itself or its Affiliates),  Dupont (for itself or its
          Affiliates)  nor the  Purchaser  (for itself or its  Affiliates)  will
          apply any price mark up  pursuant to the  arrangements  referred to in
          sub-clauses  4.1(d),  4.2 and 4.3  (save,  in the case of ICI,  or its
          Affiliates, as consistent with practice at the date hereof).

       5  On or before the  Completion  Date the  Purchaser  shall  establish or
          nominate a retirement  benefits  scheme which satisfies the conditions
          set out in Schedule 4 of the Newco Share Sale Agreement.

       6  ICI,  DuPont and the  Purchaser  acknowledge  that  certain  property,
          rights and assets of or relating  to or used in the Newco  Business as
          at the Transfer Time may not  exclusively  relate to or be exclusively
          used in the Newco  Business as at such time. If the Purchaser  becomes
          aware of any such property,  right or asset at any time after the date
          of  this  agreement  and  prior  to the  date  falling  twelve  months
          following the  Completion  Date and serves  notice  thereof on ICI and
          DuPont,  ICI (prior to the Completion Date) and DuPont  (following the
          Completion Date) shall unless otherwise agreed:

                  (i) make  arrangements  for  the  continued  use of the  same,
                      subject to the same terms  (including  as to cost and use)
                      as applied immediately prior to the Completion Date; or

                  (ii)to the extent such continued use is not  permitted,  make,
                      insofar as reasonably  possible,  arrangements for the use
                      of such property, right or asset as is equivalent thereto,
                      from and after the Completion Date.

          To the extent that third party  consents are required,  the provisions
          of Schedule 7 of the Hivedown  Agreement shall apply MUTATIS  MUTANDIS
          and in  relation  to  sub-paragraph  (ii) the  aggregate  of  payments
          required  to  be  made  under  the  existing   arrangements  and  such
          equivalent  arrangements  (taking  into  account any increase in costs
          thereunder)  shall be borne  equitably  between  ICI,  DuPont  and the
          Purchaser.

<PAGE>

           This  Paragraph  6 shall not apply to the extent  that the use in the
           Newco  Business  of the  property,  right  or asset  in  question  is
           otherwise   expressly   provided  for  in  the  Newco  Implementation
           Agreements.

<PAGE>
                                   SCHEDULE 5
                                (SUB-CLAUSE 1.1)

                          PRINCIPLES FOR DISTINGUISHING
                       LPC BUSINESS AND AMERICAS BUSINESS
                                   TAI A FORMS
<TABLE>
<CAPTION>

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

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

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


<PAGE>

                          PRINCIPLES FOR DISTINGUISHING
                       LPC BUSINESS AND AMERICAS BUSINESS
                                   TCI A FORMS
<TABLE>
<CAPTION>

           --------------------- --------------- ---------------- --------------------
                                                 AMERICAS
                                                 (SULPHATE)
                                 LPC BUSINESS    BUSINESS         COMMENTS
           --------------------- --------------- ---------------- --------------------
           <S>                   <C>             <C>              <C>
           FIXED ASSETS                          All
           --------------------- --------------- ---------------- --------------------
           INVESTMENTS           N/A             N/A
           --------------------- --------------- ---------------- --------------------
                                 Stocks
                                 manufactured                     - Based on actual
                                 by LPC and                       quantities of
                                 Kronos at       All other        stocks from each
           STOCKS                Varennes        stocks           source
           --------------------- --------------- ---------------- --------------------
                                 Sales of
                                 material
                                 manufactured                     - Based on
           OPERATING DEBTORS     by LPC and                       detailed analysis
           Trade Debtors}        Kronos at       All other        of all open
           Intra Group Debtors}  Varennes        trade debtors    accounts concerned
           --------------------- --------------- ---------------- --------------------
           Other operating
           debtors                               All
           --------------------- --------------- ---------------- --------------------
                                 Purchases of
           OPERATING CREDITORS   material
           LESS THAN 1 YEAR      manufactured    All other        - Based on
           Trade Creditors}      by LPC and      operating        detailed analysis
           Intra Group           Kronos at       creditors less   of all open
           Creditors}            Varennes        than one year    accounts concerned
           --------------------- --------------- ---------------- --------------------
           Other operating
           creditors                             All
           --------------------- --------------- ---------------- --------------------
           NON OPERATING
           DEBTORS/CREDITORS                     All
           --------------------- --------------- ---------------- --------------------
           NET DEBT                              All
           --------------------- --------------- ---------------- --------------------
           PROVISIONS                            All
           --------------------- --------------- ---------------- --------------------
           DEFERRED INCOME                       All
           --------------------- --------------- ---------------- --------------------
                                                                  - Calculated by
           NET ASSETS                                             difference
           --------------------- --------------- ---------------- --------------------
</TABLE>

          NOTE:

          Stocks/materials/product  manufactured  by  LPC  includes  items  made
          available to LPC under product swap  arrangements  with Kronos's plant
          at Varennes.

<PAGE>


          SIGNED by
          for and on behalf of
          IMPERIAL CHEMICAL INDUSTRIES PLC }           Peter E Whittle


          SIGNED by
          for and on behalf of
          E.I. DU PONT DE NEMOURS AND
          COMPANY                          }           Jeffrey L Keefer


          SIGNED by
          for and on behalf of
          N L INDUSTRIES, INC.             }           Susan E Alderton