EXHIBIT 10.6

                                    AGREEMENT

     WHEREAS,  AMCOL  International  Corporation  (the  "Company")  considers it
essential  and in the best  interests  of the  Company and its  shareholders  to
foster the continued employment of its key management personnel;

     WHEREAS,  Paul G.  Shelton  ("Employee")  is  considered  a key  management
employee, currently serving as Senior Vice-President and Chief Financial Officer
of the Company; and

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

                       IT IS THEREFORE AGREED AS FOLLOWS:

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

     2. Employment On and After Change in Control. Provided that the employee is
an employee of the Company immediately prior to a Change in Control, the Company
shall employ Employee, and Employee shall accept such employment, effective upon
such Change in Control for a period of thirty-six  (36) months after said Change
in Control subject to the terms and conditions stated herein.

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

     4. Compensation Prior to a Change in Control.  Prior to a Change in Control
the Company agrees to pay Employee  compensation  for his services in an amount,
and to provide him with life insurance,  disability,  health and other benefits,
at least equal to that which he  presently  receives,  only with such changes as
shall be agreed upon between  Employee and the Company.  For the purpose of this
Section, compensation does not include any bonus or other incentive compensation
plan or stock purchase plan,  which may vary from year to year at the discretion
of the Company.



<PAGE>

     5. Termination of Employment  Prior to a Change of Control.  Employee shall
be entitled to terminate his employment prior to a Change in Control at any time
upon  sixty (60) days'  prior  written  notice.  The  Company,  shall be able to
terminate Employee's employment at any time prior to a Change in Control with or
without  cause upon sixty (60) days'  prior  written  notice (or the  payment of
salary in lieu  thereof).  This  Section  shall not be  construed  to reduce any
accrued  benefits  payable in  connection  with any  termination  of  Employee's
employment prior to a Change in Control.

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

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

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

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

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

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

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

<PAGE>


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

          (i)  the  assignment  to  Employee  of any  duties of  lesser  status,
               dignity and character  than his duties  immediately  prior to the
               effective  date  of  the  Change  in  Control  or  a  substantial
               reduction  in the nature or status of his  responsibilities  from
               those in effect  immediately  prior to the effective  date of the
               Change in Control;

          (ii) a post-Change  in Control  reduction by the Company in Employee's
               annual  base  salary  or bonus or  incentive  plan (as in  effect
               immediately  prior  to  the  effective  date  of  the  Change  in
               Control);

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

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

<PAGE>

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

               (i)  the provisions of Section 9(b) shall not apply and Employee 
                    shall instead receive the sums and benefits  described in 
                    Section 9(a); and

              (ii)  such termination shall in no way affect the term of this 
                    Agreement or employee's duties or obligations under Section 
                    12 below.

          (d)  Any   termination   of  employment  of  Employee   following  the
               commencement  of any  discussions  by a  shareholder  or group of
               shareholders  owning legally or beneficially more than 20% of the
               common stock or an officially  designated  representative  of the
               Board of  Directors  with a third party that  results  within 180
               days in a Change in Control shall (unless such termination is for
               cause or wholly unrelated to such  discussions) be deemed to be a
               termination  of  Employee  on and after a Change in  Control  for
               purposes of this Agreement.

     7. Notice of  Termination.  Any  termination by the Company or assertion of
termination by Employee shall be  communicated  by written notice of termination
to the other party at the following address:

AMCOL International Corporation         Paul G. Shelton
One North Arlington                     Senior Vice-President and
1500 West Shure Drive                   Chief Financial Officer
Arlington Heights, IL 60004             AMCOL International Corporation
ATTN:  Chairman of the Board            One North Arlington
                                        1500 West Shure Drive
                                        Arlington Heights, IL 60004

     8. Disability.  If as a result of Employee's  incapacity due to physical or
mental  illness,  he shall have been absent from his duties with the Company for
one hundred eighty (180) days within any twelve-(12)-  consecutive-month  period
and within thirty (30) days after written  notice of the Company's  intention to
terminate  his  employment  is given,  Employee  shall not have  returned to the
performance of his duties with the Company  substantially  on a full-time basis,
the  Company  may  terminate  his  employment  for  disability.  This  shall not
constitute a  termination  for the purposes of  obtaining  benefits  pursuant to
Section 9.

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

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

<PAGE>

          (b)  Subject to Employee's  compliance  with the provisions of Section
               12(a) below, if Employee is terminated during the thirty-six (36)
               month  period  beginning  on and  continuing  after a  Change  in
               Control  other than for just cause  (either at the  discretion of
               the Company's  management or  constructively  by the operation of
               Section 6), he shall receive the following  payments and benefits
               in lieu of any other sums or benefits otherwise payable to him by
               the Company:

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

               (ii)  medical, health  and   disability   benefits   which  are
                     substantially  similar to the benefits the Company is 
                     providing him as of the date of his employment is 
                     terminated for a period of thirty-six (36) months 
                     thereafter; and

               (iii)  one  dollar   less  than  three   times  his  base  period
                      compensation.

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


<PAGE>


     Except for the benefits  described in Section  9(b)(ii) above, the sums due
pursuant  to  this  Section  9(b)  shall  be  paid  in up to  three  (3)  annual
installments  commencing  thirty  (30) days after the sums  become due. If on or
after the date any payment  becomes due  hereunder the Company at any time has a
funded  debt-to-total  capitalization  ratio which equals or exceeds  1:1,  upon
Employee's  written  request,  the  Company  shall  secure  its  payment  of the
remaining  annual  installments  with a  letter  of  credit  or  other  security
instrument as shall be reasonably acceptable to Employee.  Such letter of credit
or other security  instrument shall provide Employee with the ability to receive
the remaining  installment(s)  only if his payment is  delinquent.  All sums due
hereunder   shall  be  subject  to   appropriate   withholding   and   statutory
requirements.  Employee  shall not be  required  to  mitigate  the amount of any
payment  provided  for in this  Section  9(b) by  seeking  other  employment  or
otherwise. Notwithstanding anything stated in this Section 9(b) to the contrary,
however,  the amount of any payment or benefit provided for in this Section 9(b)
shall be reduced by no more than 50% by any compensation earned by Employee as a
result of employment  by another  employer and the Company shall not be required
to provide  medical,  health  and/or  disability  benefits  to the  extent  such
benefits would  duplicate  benefits  received by Employee in connection with his
employment with any new employer.

     Notwithstanding  anything stated in this Agreement to the contrary,  if the
amounts which are payable and the benefits  which are provided to Employee under
this Agreement,  either alone or together with other payments which Employee has
a right to receive from the Company or any of its affiliates, would constitute a
"parachute payment" (as defined in Code Section 280G), such amounts and benefits
shall be  reduced,  as  necessary,  to the  largest  amount as will result in no
portion of said amounts and benefits  being either not deductible as a result of
Code Section 280G or subject to the excise tax imposed by Code Section 4999. The
determination  of any  reduction in said  amounts and  benefits  pursuant to the
foregoing  proviso  shall  be  made  by the  Company  in good  faith,  and  such
determination shall be conclusive and binding on Employee.  The amounts provided
to Employee under this Agreement in connection with a Change in Control, if any,
shall be deemed  allocated  to such  amounts  and/or  benefits to be paid and/or
provided  as the  Company's  Board of  Directors  in its sole  discretion  shall
determine.

     10.  Special   Situations.   The  parties   recognize  that  under  certain
circumstances  a Change in  Control  may occur  under  conditions  which make it
inappropriate for Employee to receive the termination benefits or protection set
forth in this Agreement. Therefore, in the event that a Change in Control occurs
for any one of the  following  reasons,  the  provisions  of Sections 2, 6 and 9
shall not apply:

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


<PAGE>

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

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

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

          (a)  In  consideration  of this  Agreement and other good and valuable
               consideration, Employee agrees that for so long as he is employed
               by the Company and for thirty-six (36) months thereafter he shall
               not own manage,  operate,  control,  be employed by or  otherwise
               engage in any competitive business. Employee's agreement pursuant
               to the  preceding  sentence  shall be in  addition  to any  other
               agreement or legal obligation he may have with or to the Company.
               For purposes of the preceding sentence, a "competitive  business"
               is any business engaged in the production,  refinement or sale of
               Bentonite  and/or any  business  conducted  by the  Company,  its
               affiliates or any subsidiaries  thereof as of the date Employee's
               employment is  terminated.  A business  which is conducted by the
               Company, its affiliates or any subsidiaries which is subsequently
               sold by the Company is not a competitive  business as of the date
               such  business  is sold.  An  "affiliate"  of the  Company is any
               company  which  either  controls,  is  controlled  by or is under
               common  control  with  the  Company.  The  phrase  "any  business
               conducted  by the Company,  its  affiliates  or any  subsidiaries
               thereof"  includes not only current  businesses  but also any new
               products,  product lines or use of processes  under  development,
               consideration or investigation on the date Employee's  employment
               with the Company is terminated.

               Employee also agrees that during the  thirty-six  (36) month
               period  described in the first  sentence of this Section 12(a) he
               will not  directly  or  indirectly,  on behalf of  himself or any
               other person or entity,  make a solicitation or conduct business,
               with any customer or potential customer of the Company with which
               he had contact  while  employed by the  Company,  its  affiliates
               and/or any subsidiaries  thereof, with respect to any products or
               services which are competitive with any business conducted by the
               Company, its affiliates or any subsidiaries thereof. For purposes
               of the preceding  sentence,  a "customer" is any person or entity
               that has  purchased  goods or  services  from  the  Company,  its
               affiliates or any  subsidiaries  thereof  within the  twenty-four
               (24) month period  ending on the date  Employee's  employment  is
               terminated. A "potential  customer" is any person or entity that
               the Company  solicited  for  business  within  twelve (12) months
               prior to the date  Employee's  employment  with  the  Company  is
               terminated.   

<PAGE>

               The  Company  and  Employee   recognize   that  his
               responsibilities  have included  contacts  with, and analysis of,
               customers and potential  customers  throughout  the United States
               and certain foreign countries, in addition to certain operational
               matters. Employee's contacts on behalf of the Company represent a
               substantial   asset  of  the  Company   which  are   entitled  to
               protection.  In recognition of this situation,  the covenants set
               forth  in  this  Section  12  shall  apply  to  competition   and
               solicitation  in each of the  following  countries  in which  the
               Company,  its  affiliates  and/or the  subsidiaries  thereof  has
               (have)  conducted  $500,000  or more of the  business  during the
               12-month period ending on the date Employee's employment with the
               Company is terminated:

                 (i)     the United States;
                 (ii)    the United Kingdom;
                 (iii)   Germany;
                 (iv)    Japan; and
                 (v)     Canada.

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

          (b)  During Employee's employment hereunder and during three (3) years
               following his  resignation  or the  termination of his employment
               hereunder for any reason,  Employee will not induce or attempt to
               influence  any  present or future  employee of the  Company,  its
               affiliates or any subsidiaries thereof to leave its employ.

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

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

     This  Agreement  shall  inure  to the  benefit  of and  be  enforceable  by
Employee's  personal  or  legal  representatives,   executors,   administrators,
successors, heirs, distributees, devisees and legatees.

     15.  Injunction.  The  remedy at law for any  breach of  Section 12 will be
inadequate and the Company,  its affiliates and any  subsidiaries  thereof would
suffer continuing and irreparable 

<PAGE>

injury to their business as a direct result of
any  such  breach.  Accordingly,  notwithstanding  anything  stated  herein,  if
Employee  shall breach or fail to perform any term,  condition or duty contained
in Section 12 hereof,  then,  in such event,  the  Company  shall be entitled to
institute  and  prosecute  proceedings  in any court of competent  jurisdiction,
either in law or in  equity,  to obtain  the  specific  performance  thereof  by
Employee or to seek a temporary restraining order or injunctive relief,  without
any  requirement to show actual damages or post bond, to restrict  Employee from
violating  the  provisions  of Section  12;  however,  nothing  herein  shall be
construed to prevent the Company  seeking  such other  remedy in the courts,  in
case of any breach of this  Agreement by  Employee,  as the Company may elect or
invoke. If court proceedings are instituted by the Company to enforce Section 12
hereof,  and the Company is the prevailing party, the Company shall receive,  in
addition to any damages  awarded,  reasonable  attorneys'  fees, court costs and
ancillary expenses.

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

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

     18.  Survival.  The  obligations of the parties under this Agreement  shall
survive the term of this Agreement.


<PAGE>

     19. Term of Agreement.  The term of this Agreement  shall commence on April
1,  1997  and end on  March  31,  2000.  Provided,  however,  that in the  event
Employee's  employment  is  terminated  while this  Agreement is in force,  this
Agreement  shall  terminate  when the Company has made all  payments to Employee
required  by  Section 9 hereof and  Employee  has  complied  with the duties and
obligations  described in Section 12 hereof (all of which duties and obligations
shall specifically survive the termination of the Employee's employment). To the
extent  necessary for the Company's  enforcement of the provisions of Section 12
above (but only for such purpose), Employee's employment term shall be deemed to
continue through the end of the Agreement term.

Date: _________________________


Employee                                AMCOL International Corporation


_______________________________         By: ___________________________________
Paul G. Shelton
                                        Its: __________________________________
(50023B7E)