EXHIBIT 10.8

                                   Dated 1998




                        IMPERIAL CHEMICAL INDUSTRIES PLC

                                       and

                              N L INDUSTRIES, INC.




                          AMERICAS LIABILITY AGREEMENT

















                               LINKLATERS & PAINES
                                 One Silk Street
                                 London EC2Y 8HQ

                                    Ref: AXT


<PAGE>


        THIS AGREEMENT (this  "AGREEMENT") is made on                       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"); and


        (2) 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 and the Purchaser and their  respective  Affiliates have entered
            into or will enter into certain agreements  relating to the purchase
            of the Companies (as defined below) namely:

            *  the Share Sale Agreements;

            *  the Tax Deeds of Covenant; and

            *  the Guarantees

            in  each  case  as  defined  below   (hereinafter   collectively  or
            individually    called   the   "AGREEMENTS"   or   individually   an
            "Agreement").

        (B) The parties have agreed on certain  liability  and claim  provisions
            that shall  apply in respect  of the  Agreements  upon the terms and
            subject to the conditions of this agreement.

        IT IS AGREED as follows:


      1 INTERPRETATION

        Except  where  the  context  requires  otherwise,  the  definitions  and
        provisions  as to  interpretation  set forth  below  shall apply to 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, in relation to ICI and its subsidiary companies,  without
        limiting the generality of the foregoing,  the term  "AFFILIATES"  shall
        not  include  any  entity in which a party  has a 50 per  cent.  or less
        ownership  interest.  For 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;

        "ACQUISITION  SEPARATION  PROGRAMME CLAIM" means any claim (other than a
        claim for fraud) by the Purchaser  Companies wider Clause [ ] of the TAI
        Share  Sale  Agreement  and/or  under  Clause [ ] of the TCI Share  Sale
        Agreement;

        "BENEFIT  CLAIM"  means any claim  (other than a claim for fraud) by the
        Purchaser  Companies  arising  under  Clause  8.4 of the TAI Share  Sale
        Agreement and/or under Clause 8.4 of the TCI Share Sale Agreement;

        "CAP" has the meaning set forth in sub-Clause 3.2;

        "CLAIM"  means any claim (other than a claim for fraud) by the Purchaser
        Companies for breach of the  warranties,  under the indemnities or under
        any other  provision  contained in the Agreements or the  Implementation
        Agreements  (as defined  in the Agreements)  for which the ICI Companies
        accept liability, are liable or shall be adjudicated  as  being  liable,
        excluding all Tax Claims;

        "COMPANIES" means Tioxide Canada Inc. and Tioxide Americas Inc.;

        "COMPLETION  DATE"  means  for  each  Company  the  Completion  Date  as
        defined in the Share Sale Agreements;

<PAGE>

        "GUARANTEES"  means the  guarantees  to be  entered  into by ICI and the
        Purchaser in respect of the obligations of their  respective  Affiliates
        under the Agreements;

        "ICI COMPANIES"  means all or any of ICI and those of its Affiliates who
        are parties to the Agreements and shall be deemed to include their legal
        successors and permitted assigns;

        "PURCHASER  COMPANIES"  shall mean all or any of the Purchaser and those
        of its  Affiliates  who are  parties  to the  Agreements  (or any of the
        Companies  the shares of which are acquired  pursuant to the  Agreements
        which thereby  become  Affiliates of the Purchaser and which may (or are
        required  to)  bring  Claims  pursuant  to the  terms  of  the  relevant
        Agreements)  and shall be deemed to include their legal  successors  and
        permitted assigns;

        "QUALIFYING AMOUNT" has the meaning set forth in sub-Clause 3.1.1;

        "SHARE  SALE  AGREEMENTS"  means the  agreements  between ICI and/or its
        relevant  Affiliate(s) and the relevant  Purchaser  Affiliate(s) for the
        sale and purchase of the Companies;

        "TAI SHARE SALE  AGREEMENT"  means the share sale agreement of even date
        between ICI American  Holdings Inc and NL Industries,  Inc.  relating to
        the sale of Tioxide Americas Inc;

        "TAX CLAIM" means any claim by the Purchaser  Companies  under the Deeds
        of  Indemnity  or for breach of the  warranties  in respect of  taxation
        matters  contained in the Agreements for which the ICI Companies  accept
        liability, are liable or shall be adjudicated as being liable;

        "TAX  DEEDS OF  COVENANT"  means the deeds of  indemnity  in  respect of
        taxation  to be  entered  into  pursuant  to  the  relevant  Share  Sale
        Agreements;

        "TCI SHARE SALE  AGREEMENT"  means the share sale agreement of even date
        between  Tioxide  Group  Ltd,  ICI  Omicron  BV and NL  Industries  Inc.
        relating to the sale of Tioxide Canadas Inc; and

        "THRESHOLD AMOUNT" has the meaning set forth in sub-Clause 3.1.2.


      2 ADHERENCE OF THE PURCHASER COMPANIES AND THE ICI COMPANIES

    2.1 The parties hereto have entered into this agreement for the benefit, and
        to accept  restrictions  on behalf,  of themselves and their  respective
        Affiliates.  In this respect,  the Purchaser has agreed on behalf of the
        Purchaser  Companies that the liability of the ICI Companies  arising in
        connection  with the  Agreements  shall be  limited as set forth in this
        agreement. Accordingly, the Purchaser hereby agrees to procure that each
        of the Purchaser  Companies and any third party  claiming or acting with
        the consent of or at the behest of, through, in the name or on behalf of
        the Purchaser  Companies  (whether by right of subrogation or otherwise)
        shall  strictly  adhere  to and  comply  with  the  provisions  of  this
        agreement as if they were each a party hereto.

    2.2 If and to the extent that any of the  Purchaser  Companies or such third
        parties  fail,  omit or decline to so adhere  and comply  (for  whatever
        reason)  the  Purchaser  hereby  covenants  with ICI (for the benefit of
        itself and each of the ICI Companies) that it will indemnify, defend and
        hold  harmless  the ICI  Companies  from  all  claims,  costs,  damages,
        expenses (including reasonable  professional fees), losses,  liabilities
        and  penalties  suffered or incurred by the ICI Companies as a result of
        and in connection with such non-adherence or non-compliance.

      3 Limitation of ICI Companies' Liability


<PAGE>

    3.1 It is hereby agreed that the ICI  Companies  shall have no liability for
        any  Claim  (other  than  Benefit  Claims  and  Acquisition   Separation
        Programme Claims):

        3.1.1  unless  the  amount of such  Claim or  alleged  Claim  exceeds US
               $100,000 (the "Qualifying Amount"); and

        3.1.2  until and to the extent only that the aggregate liability for all
               Claims exceeding the Qualifying Amount (notified previously or at
               the same time) exceeds US $1.4 million (the "Threshold Amount").

        For the avoidance of doubt, notwithstanding that the aggregate liability
        of the ICI Companies for Claims exceeding the relevant Qualifying Amount
        has exceeded the Threshold  Amount,  the ICI  Companies  shall be liable
        solely for that excess.

    3.2 Subject to Clause 4.1.1, it is hereby agreed that the maximum  aggregate
        liability  of the ICI  Companies  in respect of all Claims  (other  than
        Benefit  Claims)  shall  under no  circumstances  exceed an amount to be
        determined as follows (the "Cap"):

        3.2.1  in respect of Claims  notified to the ICI  Companies  pursuant to
               the Agreements  and/or this agreement in the period commencing on
               the Completion Date up to but not including the third anniversary
               thereof, the Cap shall be US $25,000,000;

        3.2.2  on the third  anniversary  of the  Completion  Date the Cap shall
               reduce to US $17,500,000;

        3.2.3  on the fourth and each  subsequent  anniversary of the Completion
               Date  the  Cap  shall   reduce   (but  so  that  the   applicable
               anniversary  date for  determining  whether a Claim is subject to
               a Cap  reduction as  aforesaid  shall be by reference to the date
               upon which the Claim is  notified to the ICI  Companies  pursuant
               to the  Agreements  and/or this  agreement  and not the date upon
               which  liability  thereunder  is accepted or  adjudicated)  by an
               amount of US  $2,500,000  such that on the tenth  anniversary  of
               the Completion Date it is completely extinguished;

        3.2.4  the ICI Companies  shall have no liability for any Claim notified
               by the Purchaser  Companies on or after the tenth  anniversary of
               the Completion Date.

    3.3 In no circumstances  whatsoever shall the maximum aggregate liability of
        the ICI Companies in respect of all Claims exceed US $25,000,000.

    3.4 Subject to the obligations as to  notification in Clause 4.1.1,  but not
        the time limits for notification, it is hereby agreed that:

               (i) the  maximum  aggregate  liability  of the ICI  Companies  in
                   respect of all Benefit  Claims  shall under no  circumstances
                   exceed US$10,000,000; and

               (ii)the  maximum  aggregate  liability  of the ICI  Companies  in
                   respect of all Acquisition  Separation  Claims shall under no
                   circumstances exceed US$2,500,000.

    3.5 All monetary amounts  expressed in US Dollars in this agreement shall be
        calculated  after  converting  all relevant  monetary  amounts under the
        Agreements  which are not in US Dollars to US Dollars at the  mid-market
        closing exchange rate in London for amounts of that size as published in
        the London  Edition of the Financial  Times  published two Business Days
        prior to the  date  any  Claim is  formally  notified  by the  Purchaser
        Companies  in  accordance  with  the  terms of the  relevant  Agreements
        (and/or this agreement), or where no such rate is published, at the rate
        quoted by  Citibank,  N.A.  at the close of  business  in London on that
        date.

<PAGE>

      4 MITIGATION OF CLAIMS

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

        4.1.1  no Claim by the  Purchaser  Companies  in  respect of a breach of
               the warranties under the Agreements  shall be enforceable  unless
               written notice thereof  (including all material  details  thereof
               then  reasonably  available to the Purchaser  Companies) has been
               given by the  Purchaser  Companies  to the ICI  Companies as soon
               as  reasonably  practicable  after the Purchaser  Companies  have
               become aware of the facts and  circumstances  giving rise to such
               Claim and their  implications  for the purposes of the  Agreement
               in question,  unless such written  notice has been duly served on
               the ICI  Companies  on or  before  [30 April  2001(1)/2002(2)] or
               by close of business on the date six years  after  the end of the
               accounting  period  ending after the  Completion  Date in respect
               of a Tax Claim;

        4.1.2  no other Claims by the Purchaser  Companies  shall be enforceable
               unless  written notice  thereof  (including all material  details
               thereof or relating  thereto  then  reasonably  available  to the
               Purchaser  Companies  has been given by the  Purchaser  Companies
               to the  ICI  Companies  (in  accordance  with  the  terms  of the
               Agreement in question) as soon as  reasonably  practicable  after
               the  Purchaser  Companies  have  become  aware of the  facts  and
               circumstances  giving  rise to the Claim  and their  implications
               for the purposes of the Agreement in question;

        Provided however that the Purchaser Companies shall be able to bring any
        Claim  against the ICI  Companies  without  complying  with the terms of
        sub-Clauses  4.1.1 and 4.1.2 hereof to the extent that the ICI Companies
        have not suffered  prejudice as a result of any such  non-compliance  by
        the Purchaser Companies.

    4.2 If any claim is made against the Purchaser  Companies the subject matter
        of which might  reasonably  be expected to constitute a breach of one or
        more  of the  Agreements  by the  ICI  Companies  save  for  indemnities
        contained  in the Tax Deeds of  Covenant  or  environmental  indemnities
        contained in the relevant  Agreements  in relation to which the specific
        provisions set out in the relevant Agreement or Deed shall apply:

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

        4.2.2  the ICI  Companies  shall  raise no  objection  to the  Purchaser
               Companies  attending  (and,  where the  rights  of the  Purchaser
               Companies  are,  or  may  be,   detrimentally   affected)   being
               separately  legally  represented  (at  their  own  expense)  and,
               where  appropriate,  heard at any  negotiations,  proceedings  or
               appeals of which the ICI  Companies  have taken  conduct  and the
               Purchaser  Companies  shall  be  consulted  by the ICI  Companies
               prior to any  compromise,  settlement  or  admission of liability
               being   made  by  the   ICI   Companies   at  such   negotiation,
               proceedings or appeals; and



--------
        (1).  If completion takes place in 1999



        (2). If completion takes place in 2000




<PAGE>

        4.2.3  the Purchaser  Companies  shall at all reasonable  times and upon
               reasonable  prior  notice  allow  the  ICI  Companies  and  their
               agents  reasonable  access  to  all  relevant  properties  of the
               Relevant  Purchaser,  and  access  to,  with the right to inspect
               and take  copies  of,  all  relevant  books  and  records  of the
               Relevant  Purchaser  (as  then  carried  on)  subject  always  to
               keeping   the  same   confidential   other  than  in  respect  of
               necessary   disclosures  in  connection  with  such  Claim  which
               disclosures  shall  only be  made,  and then  only in  compliance
               with  sub-Clause  4.2.4,  if required by law or the procedures of
               any  court  or  tribunal  or  otherwise  with the  prior  written
               consent of the relevant  Purchaser  Companies  (such  consent not
               to be unreasonably withheld or delayed).

        4.2.4  If any of the  ICI  Companies  or  their  agents  become  legally
               compelled  (including by deposition,  interrogatory,  request for
               documents,   subpoena,  civil  investigative  demand  or  similar
               process) to disclose any of the  information,  records,  or other
               material   referred  to  in  this  Clause  4.2.3,  the  party  so
               compelled  shall  provide  the  Relevant  Purchaser  with  prompt
               prior  written  notice of such  requirement  so that the Relevant
               Purchaser  may  seek a  protective  order  or  other  appropriate
               remedy.  So  far  as  it  is  legally  able  so to  do,  the  ICI
               Companies   agree  to  cooperate  in  the  Relevant   Purchaser's
               efforts  to  obtain  a  protective   order  or  other  reasonable
               assurance  that  confidential  treatment  shall be  accorded  any
               such  information.  If such  protective  order or other remedy is
               not  obtained,  the party so  compelled  agrees to disclose  only
               that  portion  of the  information,  records,  or other  material
               which it is advised  by  opinion  of  outside  counsel is legally
               required  to be  disclosed  and to take all  reasonable  steps to
               preserve the  confidentiality  of the  information,  records,  or
               other material referred to in this sub-Clause 4.2.4.

        4.2.5  Notwithstanding  the  foregoing  provisions,  should the  subject
               matter of any litigation, proceeding, negotiation, or arbitration
               include a claim against the Relevant Purchaser seeking injunctive
               relief,  the  Relevant  Purchaser  shall  have the  right to take
               exclusive  control of the defence of such proceeding with counsel
               of its choice, the reasonable fees and expenses of which shall be
               for the account of the ICI Companies.

        4.2.6  The   party   or   parties   conducting   the   defence   of  any
               investigation,    litigation,   proceedings,    negotiations   or
               arbitration   shall  keep  the  other  parties  apprised  of  all
               significant   developments   and  shall   not   enter   into  any
               settlement,  compromise  or consent to judgment  with  respect to
               such  investigation,  litigation,  proceedings,  negotiations  or
               arbitration  unless the other party  consents,  such  consent not
               to be unreasonably withheld or delayed.

    4.3 If the ICI Companies pay to the Purchaser Companies any amount under any
        of the  Agreements in respect of any Claim under such  Agreement and the
        Purchaser  Companies  are  thereafter  able to recover  any sum from any
        third  party  (including  any  insurer)  in respect of that  Claim,  the
        Purchaser  Companies  shall use all reasonable  endeavours to so recover
        any such sum and shall repay to the ICI  Companies so much of the amount
        paid by the ICI  Companies  as is  equal  to any  sum  recovered,  after
        allowing  for  the  reasonable  costs  and  expenses  of  the  Purchaser
        Companies reasonably incurred in connection therewith.

        Furthermore, if any liability on the part of the ICI Companies under any
        of the  Agreements  which  results  in a payment  being  made by the ICI
        Companies to the  Purchaser  Companies  gives rise to any  corresponding
        saving or rebate for the Purchaser  Companies  (including any tax saving
        or rebate) then the value of such corresponding  saving or rebate to the
        Purchaser  Companies  shall  be set  against  the  liability  of the ICI
        Companies in the particular instance.


      5 CONSIDERATION REDUCED BY CLAIMS

        Any payment by the ICI Companies paid to the Purchaser Companies (or for
        the Purchaser  Companies'  benefit) in respect of any Claim or Tax Claim
        shall be deemed to be a reduction in the consideration payable under the
        relevant Agreement in respect of the business,  assets or shares thereby
        sold.

<PAGE>

      6 NO SET-OFF

        None of the Purchaser Companies shall be entitled to set off any amounts
        due to it by the  ICI  Companies  (whether  under  this  agreement,  the
        Agreements  or  otherwise)  against  the sums owing (or  claimed by such
        other party to be owing) under the terms of this agreement.


      7 NOTICES

    7.1 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 7.3 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).

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

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

        7.2.2  if sent by fax,  at the time of delivery  if sent  between  12.01
               a.m. and 6.00 p.m.  (local time at the  destination)  or at 10.00
               a.m.  (local time at the  destination)  on the Business Day after
               its transmission (if sent at any other time); or

        7.2.3  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.

    7.3 The person to whom  notices or  documents  should be  addressed  for the
        purposes of sub-Clause 7.1 is:

        7.3.1  if to be served on ICI:

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

    7.4 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

    7.5 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).

<PAGE>

      8 GOVERNING LAW

    8.1 This  agreement  shall be governed and construed in accordance  with the
        laws of England  and the  parties  hereto  agree to  submit,  subject to
        sub-Clause 8.2. to the exclusive jurisdiction of the courts of the state
        of Delaware as regards any claims or matters arising hereunder.

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

    8.3 In both  sub-Clause 8.1 and 8.2,  neither party shall take any action to
        avoid,  dispute  or suggest  to such  court  that such  jurisdiction  is
        improper.

    8.4 ICI  irrevocably  appoints ICI American  Holdings Inc as its  authorised
        agent ("ICI  Authorised  Agent")  upon whom process may be served in any
        legal  suit,  action or  proceeding  arising  out of or based  upon this
        Agreement  which  may be  instituted  in the  courts  of  the  State  of
        Delaware.

    8.5 If the  English  courts have  jurisdiction,  the  Purchaser  irrevocably
        appoints  Herbert Smith (Ref 534) of Exchange  House,  Primrose  Street,
        London, EC2A 2HS as its agent for process in England.

        In Witness whereof the parties have caused this agreement to be executed
        as a Deed and delivered the day and year first above written.



<PAGE>




Executed as a Deed             }
for and on behalf of
IMPERIAL CHEMICAL INDUSTRIES
PLC



Executed as a Deed             }
for and on behalf of
NL INDUSTRIES, INC.