SECOND AMENDMENT TO LEASE

     THIS SECOND AMENDMENT TO LEASE (this "Amendment") is made as of the 2nd day
of June, 1997, by and between ESKO PROPERTIES,  INC., as agent for the owners of
the Building (as hereinafter  defined),  having an office at 305 Royal Poinciana
Plaza, Palm Beach, Florida 33480 ("Landlord"),  and AMCOL INTERNATIONAL CORP., a
Delaware corporation, having an office at One North Arlington, 1500 Shure Drive,
Arlington  Heights,  Illinois 60004 ("Tenant"),  with reference to the following
recitals:

     A.  American  National  Bank and Trust  Company of Chicago as Trustee under
Trust  Agreement  dated July 1, 1984 and known as Trust No.  62164  ("ANB")  and
Tenant entered into that certain Lease dated  September 29, 1986, as modified by
First  Addendum  to Lease  dated June 2, 1994 (the  "First  Amendment"),  and as
supplemented by Cross Easement  Agreement and Grant of License dated October 24,
1994 (as so modified and supplemented, the "Lease"), respecting certain premises
on  the  fifth  floor  (the  "Premises")  at the  building  known  as One  North
Arlington,  located at 1500 Shure  Drive in  Arlington  Heights,  Illinois  (the
"Building").   Landlord   is   presently   the   owner  of  the   Building   and
successor-in-interest to ANB.

     B. The parties  hereto wish to provide  for  certain  modifications  to the
Lease, upon the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
adequate  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties do agree as follows:

     1. CAPITALIZED  TERMS.  All capitalized  terms used but not defined in this
Amendment shall have the meanings ascribed to them in the Lease.

     2. EXTENSION OF TERM. The Term of the Lease is hereby  extended to July 31,
2008 (the "Expiration Date").

     3. EXTENSION OPTION. Tenant shall have one (1) option to extend the Term of
the Lease for an additional  eight (8) years (the  "Extended  Term") upon giving
Landlord written notice thereof (the "Extension Notice") at least seventeen (17)
months prior to the  Expiration  Date.  All of the terms and  provisions  of the
Lease shall remain in effect during the Extended Term,  except that Tenant shall
have no further  right to extend the Term of the Lease and the Base Rent payable
with respect to the Premises shall be Market Rent, as agreed to between Landlord
and Tenant within the thirty (30) day period  following the date on which Tenant
shall have given Landlord the Extension Notice.  "Market Rent" shall be the rent
anticipated  to be  generally  payable,  taking  into  account  the lease  term,
leasehold  improvement  allowance and other concessions,  as of the commencement
date of the Extended  Term in the  northwest  suburban  Chicago area for similar
space in office buildings comparable in quality and location to the Building. If
Landlord  and  Tenant  shall be  unable  to agree  on the then  Market  Rent for
purposes of

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this  Paragraph 3 within such thirty (30) day period,  then the Market Rent
shall  be  determined  by  arbitration  in  accordance  with the  provisions  of
Paragraph 13 of this Amendment.

     4. ADDED  SPACE.  Effective on the later to occur of (a) August 1, 1998 and
(b) sixty (60) days after Landlord  shall deliver  possession of the Added Space
(as hereinafter  defined) to Tenant (the "Added Space  Commencement  Date"), the
Added Space shall be included in the Premises  demised under the Lease provided,
however,  that if Landlord fails to deliver  possession of the Added Space on or
before  September  1, 1998,  Tenant  shall be entitled to a credit from its Base
Rent in the  amount  equal to two (2) days' Base Rent for every one (1) day that
such  failure  continues  after  September 1, 1998.  Landlord  agrees to deliver
possession  of the Added  Space in a broom  clean  condition  with all  personal
property of previous  tenant  removed.  The "Added  Space" shall  consist of the
entire  sixth floor of the  Building,  comprising  22,525  rentable  square feet
("rsf"),  and the entire seventh floor of the Building,  comprising  14,040 rsf.
Tenant shall have the right to commence its  leasehold  improvement  work in the
Added Space, provided that Tenant shall comply with the requirements of Sections
9; 13(f);  14 (g),  (i),  (l) - (p); 17 (a); and 18 of the Lease with respect to
such work and,  prior to  commencement  of such work,  Tenant  shall  provide to
Landlord certificates  evidencing the insurance coverage required by Section 18.
Effective on the Added Space Commencement Date, and subject to rent adjustments,
Tenant shall pay to Landlord with respect to the Added Space an annual Base Rent
of Four  Hundred  Seventy-Five  Thousand  Three  Hundred  Forty-Five  and 00/100
Dollars  ($475,345.00),  in twelve  (12)  monthly  installments  of  Thirty-Nine
Thousand Six Hundred Twelve and 08/100 Dollars ($39,612.08). On each anniversary
of the Added Space Commencement Date (each, an "Adjustment Date" for purposes of
this Paragraph) the Base Rent with respect to the Added Space shall be increased
by three  percent  (3%) over the Base Rent in effect  immediately  prior to such
Adjustment Date (said amount due pursuant to this increase shall be the new Base
Rent until the next Adjustment Date).

     5. 5TH FLOOR SPACE.  Effective  November 1, 2001,  (a) the rentable area of
the fifth floor of the Building  included  within the  Premises  (the "5th Floor
Space") shall be deemed to be 26,274 rsf, and the  calculation  of Base Rent and
Additional  Rent  payable  with respect to the 5th Floor Space shall be based on
such  revised  rentable  area after such date;  and (b) in lieu of the Base Rent
specified in Section 3 of the First  Amendment,  Tenant shall pay Base Rent with
respect to the 5th Floor Space at a rental rate per rsf equal to the rental rate
per rsf then payable with respect to the Added Space,  as escalated  pursuant to
Paragraph  4 of this  Amendment.  On  November  1, 2002 and on each  November  1
thereafter (each, an "Adjustment Date" for purposes of this Paragraph) such Base
Rent with  respect to the 5th Floor Space shall be  increased  by three  percent
(3%) over the Base  Rent in effect  immediately  prior to such  Adjustment  Date
(said amount due pursuant to this increase  shall be the new Base Rent until the
next Adjustment Date).

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     6. ADDITIONAL RENT. Section 3 of the Lease shall be amended as follows: (a)
effective as of the Added Space Commencement Date, Tenant's Pro Rate Share shall
be  increased to reflect the  addition of the Added Space to the  Premises,  (b)
effective  as of the  rent  commencement  date  for  the  4th  Floor  Space  (as
hereinafter defined),  Tenant's Pro Rata Share shall be increased to reflect the
addition of the 4th Floor Space to the  Premises;  (c)  effective as of the rent
commencement date for any First Offer Space (as hereinafter  defined),  Tenant's
Pro Rata Share shall be  increased  to reflect the  addition of such First Offer
Space to the Premises;  (d) with respect to the Added Space and, if  applicable,
the 4th Floor Space,  and, if applicable,  any First Offer Space, the definition
of Operating  Expenses as set forth in Section 3(B) of the Lease shall include a
property  management  fee equal to three percent (3%) of the annual gross income
of the Building  (the  "Management  Fee");  and (e)  effective as of November 1,
2001,  Tenant's  Pro Rata Share of  Operating  Expenses  with respect to the 5th
Floor Space shall include the  Management Fee and shall reflect the new rentable
area of 26,274 rsf.

     7.  LEASEHOLD  IMPROVEMENT  ALLOWANCES.  Landlord  shall pay to Tenant with
respect to the Added Space a leasehold  improvement  allowance of (a) $15.00 per
rsf, or $548,475.00, payable on the Added Space Commencement Date; and (b) $2.41
per rsf,  or  $88,121.65,  payable on November  1, 1998.  Landlord  shall pay to
Tenant with respect to the 5th Floor Space a leasehold  improvement allowance of
(a)  $5.00  per rsf,  or  127,395.00,  as  provided  in  Section  8 of the First
Amendment,  payable on October 1, 1998; and (b) $10.50 per rsf, or  $275,877.00,
payable on November 1, 2001.  Notwithstanding  the foregoing  provisions of this
Paragraph  7,  Landlord  shall not be  obligated  to pay  Tenant  the  foregoing
leasehold  improvement  allowances  unless and until,  with respect to each such
leasehold  improvement  allowance,  Tenant shall provide to Landlord  reasonable
documentation showing the expenditure of at least two thirds (2/3) of the amount
of such  leasehold  improvement  allowance  for  leasehold  improvements  in the
Premises. Neither Landlord nor Tenant shall charge any supervisory or other fees
in  connection  with the  foregoing  leasehold  improvement  work.  Tenant shall
perform all such leasehold improvement work in accordance with the provisions of
Section 14 (i) of the Lease, provided that Landlord shall approve Tenant's plans
and  specifications  for such work and the estimated  cost of such work prior to
the commencement of the work. Notwithstanding anything herein or in the Lease to
the  contrary,  Tenant  shall have the right to  contract  with any  responsible
general  contractor to perform the leasehold  improvement work,  provided Tenant
and such general contractor  otherwise fulfill the requirements of Section 14(i)
of the Lease,  and  provided  further that  Landlord  has approved  such general
contractor,  which approval  Landlord agrees will not be unreasonably  withheld,
delayed or conditioned.

     8.  PARKING.  The  reference  in  Section  12 of the  Lease  to  three  (3)
designated  underground  parking spaces in the Building shall be deemed changed,
effective on the Added Space Commencement Date, to nine (9) underground  parking
spaces free of charge to Tenant.  If in the future Tenant shall lease the entire
fourth floor of the  Building,  the  reference to nine (9)  underground  parking
spaces shall be deemed changed, effective on the date the entire fourth floor is
added to the Premises,  to twelve (12) underground parking spaces free of charge
to Tenant.

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     9. 4TH FLOOR RIGHT OF FIRST OFFER.  Landlord  agrees that if it shall enter
into serious  negotiations with a third party to lease all or part of the fourth
floor (the "Offered  Space"),  then Landlord  shall advise Tenant and present to
Tenant the terms under which Landlord would, in fact, lease the Offered Space to
such  party  including  the  term,  square  footage,   rental  rate,   leasehold
improvement allowance, if any, and rental concessions, if any (the Basic Terms).
Landlord agrees with respect to the initial leasing of space on the fourth floor
that it shall not offer for lease less than  10,000  rsf or enter  into  serious
negotiations  for less than 10,000 rsf. Tenant shall have the right to lease the
Offered  Space or, at Tenant's  option,  the entire  unleased part of the fourth
floor  commencing  on the latter of (1) August 31,  1998,  and (2) the  sixtieth
(60th) day after (i)  Tenant  notifies  Landlord  of its  election  to lease the
Offered Space or the entire unleased part of the fourth floor (the "Commencement
Date" as used in this paragraph) and (ii) Landlord  delivers  possession of said
space to Tenant.  Tenant must exercise its right herein  granted within ten (10)
business  days after notice from Landlord  advising  Tenant of the third party's
negotiations and presenting Tenant with the Basic Terms. Such notice from Tenant
to Landlord shall specify Tenant's election to lease either the Offered Space or
the entire  unleased part of the fourth floor.  If Tenant  exercises such right,
then the parties agree to promptly modify the Lease so as to add to the Premises
as of the Commencement Date either the Offered Space or the entire unleased part
of the fourth  floor,  as the case may be, at the lesser of (1) the Basic Terms,
and (2) the then  escalated  Basic  Rent  per rsf,  three  percent  (3%)  annual
escalation, Additional Rent, and the leasehold improvement allowance per rsf for
the Added Space prorated to reflect the remaining  Term of the Lease.  If Tenant
does not elect to lease either the Offered Space or the entire  unleased part of
the fourth  floor,  as  aforesaid,  by notice to Landlord  within the time limit
provided  above,  then Landlord shall be free for a period of one hundred twenty
(120) days thereafter to enter into a third-party lease for the Offered Space on
terms the economic  value of which are not less than ninety percent (90%) of the
Basic Terms on a net present  value basis.  If no such third party lease for the
Offered Space  results,  then Tenant's right of first offer shall revive for the
entire  fourth floor.  Should part,  but not all, of the fourth floor be leased,
then  Tenant  shall  have the right of first  offer  with  respect to all of the
remaining space (if exercised,  Tenant must take all of the remaining  space) on
the terms as provided  above,  but Landlord may offer for lease less than 10,000
rsf and enter into serious negotiations for less than 10,000 rsf.

     10.  BUILDING-WIDE  RIGHT OF FIRST OFFER.  Provided  that Tenant shall have
previously  committed to lease the entire fourth floor of the  Building,  Tenant
shall  have a  continuing  right  of first  offer  with  regard  to space in the
Building which may become  available for lease ("First Offer  Space").  Tenant's
rights under this  Paragraph 10 shall be subordinate to the right of Landlord to
extend or renew the  leases of other  tenants  in the  Building.  Subject to the
foregoing,  Landlord  shall offer  Tenant the  opportunity  to lease First Offer
Space prior to offering  such space to another  party by submitting to Tenant in
writing a  description  of the First Offer  Space (the "RFO  Notice") no earlier
than  seventeen  (17)  months  prior to the date  such  First  Offer  Space,  if
comprising  an entire  floor or more,  will be vacant and no earlier than twelve
(12) months prior to the date that such First Offer Space,  if  comprising  less
than an entire  floor,  will be vacant.  The RFO Notice shall include the market
terms upon which  Landlord is willing to lease the

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First  Offer  Space,   including   lease  term,   rental  rate,   leasehold
improvements and any other concessions.  Tenant shall thereafter have twenty-one
(21) days  within  which to  exercise  its option to lease the First Offer Space
upon the terms  contained in the RFO Notice or upon such market  terms  mutually
agreed to by Landlord and Tenant within such 21-day  period.  If Tenant  rejects
the First Offer Space or does not  exercise  its option to lease the First Offer
Space  within  such  21-day  period,  Tenant  shall have no further  rights with
respect to such First Offer  Space  thereafter,  provided  that  Landlord  shall
re-offer such First Offer Space to Tenant  pursuant to this  paragraph  prior to
offering  it to a third  party on terms the net  present  value of which is less
than 90% of the net present value of the terms upon which such First Offer Space
was  offered to Tenant.  As a condition  of Tenant's  right of first offer under
this Paragraph 10 ("this RFO"),  Tenant agrees that if another tenant having not
more than  10,000  rsf in the  Building  makes its lease  extension  or  renewal
conditional upon an expansion into First Offer Space that Tenant wishes to lease
pursuant to this  Paragraph  10, then, at  Landlord's  request,  Tenant shall be
obligated to lease the premises  then  occupied by such other tenant in addition
to leasing such First Offer Space.

     11. SIGNAGE. Subject to Landlord's prior approval of the design of Tenant's
signage,  and subject to the  authority of the  governing  municipality,  Tenant
shall have the right to place and maintain,  at Tenant's  sole expense,  two (2)
exterior signs on the west and north faces of the Building, approximately in the
location of the two existing  "Allstate" signs and not larger than such Allstate
signs. Tenant shall perform,  at its sole expense,  any required repairs to such
signage and, if the signage is  illuminated,  shall pay the  electrical  charges
with respect to the operation of such signage  provided such electrical  service
is separately  metered.  Landlord  shall cause the Allstate  signs to be removed
from the face of the  Building no later than  September  1, 1998.  Landlord  may
provide other tenants in the Building with monument  signage,  provided that, in
such event, Tenant also is allowed to have its name on the monument sign(s) with
Tenant having the right to be placed at the top of such monument  signage.  Upon
the expiration or earlier  termination of the Lease,  Tenant shall remove all of
its signage from the Building,  the Premises and such  monuments,  if any; shall
restore the  Building,  Premises or  monument  surfaces,  as the case may be, to
their condition prior to the installation of Tenant's signage;  and shall repair
any damage  caused by the removal of such signage.  The  foregoing  provision of
this  Paragraph 11 shall survive the  expiration or earlier  termination  of the
Lease.

     12.  INAPPLICABLE  PROVISIONS.  The parties  agree that the  provisions  of
Sections 4 (other than the first two sentences  thereof) and 32 and Exhibit C of
the Lease  shall  not apply  with  respect  to the Added  Space or the 4th Floor
Space.

     13. DISPUTE  RESOLUTION.  If any dispute shall arise under any provision of
the Lease and no mechanism  for  resolution of such dispute is specified in such
provision,  such dispute shall be resolved by binding  arbitration in accordance
with the following provisions:

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     (a) If the parties are unable to agree on the  determination of Market Rent
under  Paragraph 3 of this  Amendment,  either  party may  initiate  arbitration
pursuant to this  Paragraph  13(a) by giving written notice thereof to the other
party,  and within ten (10) days  thereafter  each party shall provide the other
party with written  notice of the name and address of the person  designated  to
act, at each party's own expense, as the arbitrator on its behalf. Within thirty
(30) days  thereafter,  the two (2)  arbitrators  so  chosen  shall  decide  the
dispute,  rendering  a written  statement  setting  forth the  Market  Rent.  In
determining  Market  Rent the  arbitrators  shall use the  present  value of the
rental stream and leasehold improvement  allowance,  if any (taking into account
all landlord  concessions and other economic factors,  if any) over the proposed
lease term and using a discount  rate equal to one percent (1%) plus the current
prime rate of interest per annum then being  charged by American  National  Bank
and Trust Company of Chicago. The arbitrators' statement of Market Rent shall be
binding upon both parties.  If the arbitrators are unable to agree on the Market
Rent and  thereby  resolve  the  dispute,  then if the  arbitrators'  respective
determinations of Market Rent differ by less than five percent (5%), Market Rent
shall be deemed to be the arithmetic average of such two numbers; otherwise, the
two arbitrators shall provide the parties with written memoranda  explaining the
methodology they each used to determine  Market Rent and such arbitrators  shall
jointly  appoint,  within the following ten (10) days, a third  arbitrator  who,
within thirty (30) days  thereafter,  shall  determine  Market Rent by selecting
either Landlord's designated  arbitrator's  determination or Tenant's designated
arbitrator's  determination  according to whichever of the two amounts is closer
to Market Rent in the opinion of such third  arbitrator.  The third  arbitrator,
upon  selecting  one of the two amounts  (the "Closer  Number"),  shall have the
right,  but is not  required,  to adjust the Closer  Number by up to two percent
(2%) in the  direction of the other number.  The costs of such third  arbitrator
shall be shared  equally by Landlord and Tenant.  Landlord and Tenant agree that
all of the  arbitrators  selected shall be persons with at least ten (10) years'
continuous  experience in the business of appraising  and/or leasing  commercial
office buildings in the northwest suburban Chicago area.

     (b) All other disputes  shall be resolved in accordance  with the Expedited
Procedures  set forth by the  American  Arbitration  Association  for  expedited
arbitration.

     14. BROKERAGE. Landlord and Tenant represent and warrant to each other that
they have had no  dealings  with any real estate  broker or agent in  connection
with  this  Amendment  other  than  Podolsky  Northstar  Realty  Partners,   LLC
("Landlord's  Broker") and Grubb & Ellis Company ("Tenant's  Broker"),  and each
covenants to indemnify,  defend and hold harmless the other from and against any
and all claims,  liabilities,  costs or damages (including,  without limitation,
reasonable attorneys' fees and disbursements)  incurred by the indemnified party
as a result of a breach  of the  foregoing  representation  and  warranty.  This
Paragraph 14 shall survive the  expiration or earlier  termination of the Lease.
Landlord agrees to pay a brokerage  commission (the  "Commission") to Landlord's
Broker in connection with this Amendment  pursuant to separate  agreement,  with
the  understanding  that  Landlord's  Broker has entered into an agreement  with
Tenant's  Broker  for  the  payment  to  Tenant's  Broker  of a  portion  of the
Commission as

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payment in full of any and all  commission,  compensation  or other amounts
due to Tenant's Broker in connection with this Amendment.

     15. FULL FORCE AND EFFECT. Except as herein expressly modified,  all of the
terms,  conditions  and  provisions  of the Lease shall remain in full force and
effect.

     IN WITNESS  WHEREOF,  Landlord and Tenant have executed and delivered  this
Amendment as of the day and year first above written.


                                      Landlord:

                                      ESKO PROPERTIES, INC.

                                      By:  /s/ Sydney Kohl
                                      
                                      Attest:  /s/Traci Donaldson
                                      
                                      Tenant:
                                      
                                      AMCOL INTERNATIONAL CORP.

                                      By:  /s/ John Hughes
 
                                      Attest:  /s/ Traci Donaldson

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