FOURTH AMENDMENT TO SUBORDINATED LOAN AGREEMENT

     This Fourth  Amendment to the  Subordinated  Loan  Agreement  (this "Fourth
Amendment") is dated March 31, 2003 and is made by and between Snake River Sugar
Company,  an Oregon cooperative  corporation,  as Borrower (the "Company"),  and
Valhi, Inc., a Delaware corporation, as Lender ("Valhi"), and is acknowledged by
the holders of those  certain  Senior  Notes issued by the Company due April 30,
2009.

                             Preliminary Statements

     The Company and Valhi are parties to a Subordinated  Loan  Agreement  dated
January  3,  1997,  as  amended  and  restated  May  14,  1997  (the   "Existing
Agreement"), as further amended by the Second Amendment to the Subordinated Loan
Agreement  dated as of November 30, 1998 (the "Second  Amendment") and the Third
Amendment to the  Subordinated  Loan Agreement dated as of October 19, 2000 (the
"Third   Amendment"),   and  as  further   amended  by  this  Fourth   Amendment
(collectively  this Fourth  Amendment,  together with the Third  Amendment,  the
Second Amendment and the Existing Agreement, the "Subordinated Loan Agreement").
All capitalized  terms defined in the Subordinated  Loan Agreement not otherwise
defined in this Fourth  Amendment  shall have the same meanings herein as in the
Subordinated Loan Agreement.

     The Company and Valhi have agreed to amend the Subordinated  Loan Agreement
as set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged by the parties,  subject to  satisfaction  of the conditions  noted
below, the Company and Valhi hereby agree as follows:

Section 1. Amendments

          1.1  The  first  sentence  of  Section  9.5 of the  Subordinated  Loan
Agreement shall be and is hereby amended in its entirety to read as follows:

          "The  Company  will at all times  preserve  and keep in full force and
     effect  its  cooperative  existence  as an  Oregon  cooperative  and  shall
     maintain  at all times its status as an  organization  subject to  taxation
     under part I of subchapter T of the Code."

          1.2 Section 9.6 of the  Subordinated  Loan  Agreement  shall be and is
hereby amended in its entirety to read as follows:

          "The  Company  will cause LLC to at all times (i) maintain the ability
     to  obtain  CCC Loans on  in-process  sugar at a loan rate of not less than
     $0.17 per pound and (ii) keep in full force and effect a  revolving  credit
     facility  (a) with a  monthly  minimum  aggregate  availability  (including
     outstanding amounts) at all times during each month as set forth on Exhibit
     A hereto,  (b) with terms  substantially  similar or more  favorable to LLC
     than  those  in  existence  at the  date  of the  Closing  under  the  Bank
     Agreement,  (c) with a remaining term to scheduled facility  termination of
     at least six months as of any date of  determination  and (d) which on each
     year  at  September  30 has a  minimum  aggregate  availability  (excluding
     outstanding  amounts)  sufficient to pay to CCC all principal,  premium, if
     any, and accrued  interest on all  outstanding  CCC Loans (other than Sugar
     Storage Facility Loans)."

          1.3 Section 10.3(h) of the Subordinated Loan Agreement shall be and is
hereby amended in its entirety to read as follows:

          "(h) (i) Liens on  inventory of LLC to secure the  obligations  of LLC
     under CCC Loans  permitted  by  Section  10.7,  other  than  Sugar  Storage
     Facility Loans and (ii) purchase money Liens of CCC on storage  facilities,
     related   equipment  and  underlying   real  estate  assets   securing  the
     obligations of LLC under Sugar Storage  Facility Loans permitted by Section
     10.7, the proceeds of which were used to acquire such facilities, equipment
     and assets;"

          1.4 Section  10.8(a) of the  Subordinated  Loan Agreement shall be and
hereby is amended in its entirety to read as follows:

          "(a) The Company will not permit, as at the end of each fiscal quarter
          of the Company, the ratio of Consolidated Senior Debt to Distributable
          Cash for the period of four LLC fiscal  quarters  ending on or closest
          (but prior) to such date to exceed (i) 11.25:1.00 from the date of the
          Closing to and  including  November 30,  1997;  (ii)  12.00:1.00  from
          December 1, 1997 to and including May 30, 1999;  (iii) 10.50:1.00 from
          June 1, 1999 to and including  November 30, 1999;  (iv) 7.75:1.00 from
          December 1, 1999 to and  including  February 29, 2000;  (v)  8.00:1.00
          from March 1, 2000 to and including May 31, 2000;  (vi) 7.50:1.00 from
          June 1, 2000 to and including May 31, 2001;  (vii) 8.50:1.00 from June
          1, 2001 to and  including  August  31,  2001;  (viii)  7.00:1.00  from
          September 1, 2001 to and including  February 28, 2002;  (ix) 6.50:1.00
          from March 1, 2002 to and  including  August 31, 2002;  (x)  6.00:1.00
          from  September  1, 2002 to and  including  February  28,  2003;  (xi)
          5.50:1.00 from March 1, 2003 to and including February 29, 2004; (xii)
          5.00:1.00  from  March 1, 2004 to and  including  February  28,  2005;
          (xiii)  4.75:1.00  from March 1, 2005 to and  including  February  28,
          2006; (xiv) 4.25:1.00 from March 1, 2006 to and including February 28,
          2007, and (xv) 3.75:1.00 thereafter; provided, however, that following
          the date upon  which  Valhi  purchases  all of the  Senior  Notes upon
          exercise of its rights under all of those  certain  Option  Agreements
          between  Valhi,  the Company and the holders of the Senior Notes,  the
          ratios  contained in this Section  10.8(a) shall be such ratios during
          such time periods as described in Section 10.8(a) of the Note Purchase
          Agreements  and Senior  Notes as in effect  immediately  prior to such
          exercise by Valhi."

          1.5 Section 10.8(b) of the Subordinated Loan Agreement shall be and is
hereby amended in its entirety to read as follows:

          "(b) The Company will not permit, as at the end of each fiscal quarter
          of the Company,  the ratio of Consolidated Total Debt to Distributable
          Cash for the period of four LLC fiscal  quarters  ending on or closest
          (but prior) to such date to exceed (i) 8.00:1.00  from the date of the
          Closing to and  including  November 30,  1997;  (ii)  18.00:1.00  from
          December 1, 1997 to and including May 30, 1999;  (iii) 16.00:1.00 from
          June 1, 1999 to and including  November 30, 1999; (iv) 12.00:1.00 from
          December 1, 1999 to and including  February 29, 2000;  (v)  14.00:1.00
          from March 1, 2000 to and including May 31, 2000; (vi) 12.00:1.00 from
          June 1, 2000 to and including May 31, 2001; (vii) 13.75:1.00 from June
          1, 2001 to and  including  August 31,  2001;  (viii)  11.75:1.00  from
          September 1, 2001 to and including  February 28, 2002; (ix) 10.00:1.00
          from March 1, 2002 to and  including  August 31, 2002;  (x)  9.50:1.00
          from  September  1, 2002 to and  including  February  29,  2004;  (xi)
          9.00:1.00 from March 1, 2004 to and including February 28, 2005; (xii)
          8.50:1.00  from  March 1, 2005 to and  including  February  28,  2006;
          (xiii)  8.25:1.00  from March 1, 2006 to and  including  February  28,
          2007;  and  (xiv)  7.75:1.00  thereafter;   provided,   however,  that
          following the date upon which Valhi  purchases all of the Senior Notes
          upon  exercise  of its  rights  under  all  of  those  certain  Option
          Agreements  between  Valhi,  the Company and the holders of the Senior
          Notes,  the ratios  contained  in this Section  10.8(b)  shall be such
          ratios during such time periods as described in Section 10.8(b) of the
          Note  Purchase  Agreements  and Senior Notes as in effect  immediately
          prior to such exercise by Valhi."

          1.6 Section 10.8(c) of the Subordinated Loan Agreement shall be and is
hereby amended in its entirety to read as follows:

          "(c) The Company will not permit,  as at the end of any fiscal quarter
          of the Company, the ratio of (x) the sum of Distributable Cash for the
          period of four LLC fiscal quarters ending on or closest (but prior) to
          such date and  Consolidated  operating  lease and rent payments of the
          Company and its  Subsidiaries  for the period of four fiscal  quarters
          ending on such date to (y) Consolidated  Fixed Charges to be less than
          (i) 1.50:1.00  from the date of the Closing to and including  November
          30, 1997;  (ii)  0.50:1.00  from December 1, 1997 to and including May
          30, 1999; (iii) 0.60:1.00 from June 1, 1999 to and including  November
          30,  1999;  (iv)  0.85:1.00  from  December  1, 1999 to and  including
          February 29, 2000;  (v) 0.80:1.00  from March 1, 2000 to and including
          May 31,  2000;  (vi)  0.90:1.00  from  June 1,  2000 to and  including
          February 28, 2002; (vii) 1.00:1.00 from March 1, 2002 to and including
          February  28,  2003;  (viii)  1.25:1.00  from  March  1,  2003  to and
          including  February 28, 2005; (ix) 1.50:1.00 from March 1, 2005 to and
          including February 28, 2007; and (x) 1.75:1.00  thereafter;  provided,
          however, that following the date upon which Valhi purchases all of the
          Senior Notes upon  exercise of its rights  under all of those  certain
          Option  Agreements  between Valhi,  the Company and the holders of the
          Senior Notes,  the ratios  contained in this Section  10.8(c) shall be
          such ratios  during such time periods as described in Section  10.8(c)
          of  the  Note  Purchase  Agreements  and  Senior  Notes  as in  effect
          immediately prior to such exercise by Valhi."


          1.7  The  following   definition   contained  in  Schedule  A  of  the
Subordinated  Loan  Agreement  shall be and is hereby amended in its entirety to
read as follows:

          "CCC  Loans"  means  loans  made  by CCC to LLC,  including  up to $10
          million of Sugar Storage Facility Loans."

          1.8 The following  definition shall be and is hereby added to Schedule
A of the Subordinated Loan Agreement as follows:

          "Sugar Storage Facility Loans" means non-recourse loans made by CCC to
          LLC under the sugar storage facility loan program to be established by
          CCC pursuant to the "Farm  Security and Rural  Investment Act of 2002"
          for the sole purpose of funding  construction of new or upgraded sugar
          storage and handling facilities."

Section 2. Conditions Precedent.

     The   following   shall  be   considered  a  condition   precedent  to  the
effectiveness of this Fourth Amendment: The Company will obtain modifications to
the Note Purchase  Agreements and the Senior Notes, which  modifications must be
satisfactory to Valhi in all material respects.

Section 3. Conditions to Continuing Effectiveness.

     The parties hereto agree and acknowledge  that if at any time following the
execution of this Fourth Amendment, either (i) the Company shall fail to approve
by January 15th of any year the SRSC Annual Irrevocable Cash Plan (as defined in
the  Company  Agreement)  for such  fiscal  year of the LLC or (ii)  the  unpaid
Accrual  exceeds  the  Accrual  Threshold  (as both are  defined in the  Company
Agreement),  then both this  Fourth  Amendment  and the  Third  Amendment  shall
immediately become retroactively null and void and the terms of the Subordinated
Loan Agreement  shall  retroactively  be as in effect  immediately  prior to the
execution of the Third  Amendment.  No lapse of time or delay resulting from the
retroactive application of the provisions of this Section will impair the rights
of Valhi to  assert  any  violation  or  default  under  the  Subordinated  Loan
Agreement.

Section 4. Prepayment of Senior Notes.

     Valhi hereby acknowledges and consents to the Company's withdrawal from the
Distributable  Cash  Collateral  Account  (as such term is  defined  in the Note
Purchase Agreements), on or before March 31, 2003, the amount of $8,333,333 plus
any  required  Make-Whole  Amount (as such term is defined in the Note  Purchase
Agreements)  for the sole  purpose of  prepaying  the Senior  Notes  pursuant to
Section  8.2 of the  Note  Purchase  Agreements,  provided,  however,  that  for
purposes of such  prepayment,  (i) the  percentage  "1.00%" in the definition of
"Reinvestment  Yield" in Section 8.6 of the Note  Purchase  Agreements  shall be
deemed changed to "4.00%" and (ii) such prepayment  shall be applied to the last
scheduled principal payment on the Senior Notes.

Section 5. Representations and Warranties.

(a) Valhi  Representations and Warranties.  Valhi hereby represents and warrants
     as follows:

     (i)  Organization and Authority.  Valhi is an organization duly and validly
          incorporated  and existing and in good standing  under the laws of the
          State of  Delaware  and has  full  corporate  power to enter  into and
          perform its obligations under this Fourth Amendment.

     (ii) Authorization;    Enforceability.   The   execution,   delivery,   and
          performance of this Fourth Amendment by Valhi are within the corporate
          power  of  Valhi  and  have  been  duly  authorized  by all  necessary
          corporate  action on the part of Valhi.  This Fourth  Amendment is the
          legally  binding  agreement  of Valhi,  enforceable  against  Valhi in
          accordance with its terms.

     (iii)No Violation or Conflict.  The execution,  delivery and performance of
          this Fourth  Amendment by Valhi do not and will not violate any law or
          the  Certificate of  Incorporation  or Bylaws of Valhi, or result in a
          breach of the terms,  conditions  or  provisions  of, or  constitute a
          default under, any contract, agreement, instrument, order, judgment or
          decree to which  Valhi is a party or by which  Valhi is  bound,  which
          violation,  conflict,  breach or default would have a material adverse
          effect on Valhi's ability to consummate the transactions  contemplated
          hereby.

(b) Company  Representations  and Warranties.  The Company hereby represents and
     warrants as follows:

     (i)  Organization and Authority.  The Company is a cooperative  corporation
     duly and validly organized and existing and in good standing under the laws
     of the State of Oregon  and has full power to enter  into and  perform  its
     obligations under this Fourth Amendment.

     (ii) Authorization; Enforceability. The execution, delivery and performance
     of this Fourth Amendment by the Company are within the power of the Company
     and have been duly  authorized by all  necessary  action on the part of the
     Company.  This Fourth Amendment is the legally valid and binding  agreement
     of the  Company,  enforceable  against the Company in  accordance  with its
     terms.

     (iii) No Violation or Conflict. The execution,  delivery and performance of
     this Fourth Amendment by the Company do not and will not violate any law or
     the organizational  documents of the Company,  or result in a breach of the
     terms,  conditions or provisions  of, or  constitute a default  under,  any
     contract,  agreement,  instrument,  order,  judgment or decree to which the
     Company  is a party or by which  the  Company  is bound,  which  violation,
     conflict,  breach or default  would have a material  adverse  effect on the
     Company's ability to consummate the transactions contemplated hereby.



<PAGE>


Section 6. Miscellaneous.

(a)  Enforceability;  Validity.  Each party  hereto  expressly  agrees that this
Fourth  Amendment  shall be  specifically  enforceable in any court of competent
jurisdiction  in  accordance  with its terms  and  against  each of the  parties
hereto.

(b)  Successors and Assigns.  All of the covenants and  agreements  contained in
this Fourth  Amendment  shall be binding upon,  and inure to the benefit of, the
respective   parties   and  their   successors,   assigns,   heirs,   executors,
administrators and other legal representatives, as the case may be.

(c) Governing Law. This Fourth Amendment,  and the rights of the parties hereto,
shall be governed by and construed in  accordance  with the laws of the State of
Utah.

(d)  Counterparts.  This  Fourth  Amendment  may be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

(e) Amendment; Waiver. No amendment, modification,  termination or waiver of any
provision of this Fourth Amendment, and no consent to any departure by any party
therefrom,  shall in any event be effective  unless the same shall be in writing
and signed by the parties hereto. Any such amendment, modification, termination,
waiver or consent shall be effective  only in the specific  instance and for the
specific purpose for which it was given.

(f)  Severability.  If any provision of this Fourth  Amendment shall be declared
void  or  unenforceable  by any  court  or  administrative  board  of  competent
jurisdiction,  such  provision  shall be deemed to have  been  severed  from the
remainder of this Fourth Amendment,  and this Fourth Amendment shall continue in
all other respects to be valid and enforceable.


     IN WITNESS WHEREOF, the parties hereby have caused this Fourth Amendment to
be duly  executed and delivered by their  respective  officers  thereunder  duly
authorized as of the date first written above.

              [The remainder of this page intentionally left blank]



<PAGE>




 SNAKE RIVER SUGAR COMPANY



By:     /s/ David L. Budge
        ----------------------------------

Name:   David L. Budge
        ----------------------------------

Title:  Vice President and Treasurer
        ----------------------------------




VALHI, INC.



By:     /s/ Gregory M. Swalwell
        ----------------------------------

Name:   Gregory M. Swalwell
        ----------------------------------

Title:  Vice President and Controller
        ----------------------------------




ACKNOWLEDGED:



THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA

By:     /s/ Stephen J. DeMartini
        ----------------------------------

Name:   Stephen J. DeMartini
        ----------------------------------

Title:  Vice President
        ----------------------------------



<PAGE>





CONNECTICUT GENERAL LIFE INSURANCE COMPANY


By: Cigna Investments, Inc.


By:    /s/ David M. Cass
       -----------------------------------

Name:  David M. Cass
       -----------------------------------

Title: Managing Director
       -----------------------------------




LIFE INSURANCE COMPANY OF NORTH AMERICA


By: Cigna Investments, Inc.


By:    /s/ David M. Cass
       ------------------------------------

Name:  David M. Cass
       ------------------------------------

Title: Managing Director
       ------------------------------------




MINNESOTA LIFE INSURANCE COMPANY


By:   Advantus Capital Management, Inc.


By:   /s/ Rose A. Lambros
      ------------------------------------

Name: Rose A. Lambros
      ------------------------------------

Title:Vice President
      ------------------------------------



<PAGE>


THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY


By:  Delaware  Investment  Advisers,  a series of Delaware  Management  Business
Trust, its Attorney-in-Fact


By:  /s/ Edward J. Brennan
     -------------------------------------

Name:Edward J. Brennan
     -------------------------------------

Title: Assistant Vice President
       -----------------------------------




LINCOLN LIFE & ANNUITY COMPANY
OF NEW YORK


By:  Delaware  Investment  Advisers,  a series of Delaware  Management  Business
Trust, its Attorney-in-Fact


By:  /s/ Edward J. Brennan
     ------------------------------------

Name:Edward J. Brennan
     ------------------------------------

Title:Assistant Vice President
      -----------------------------------------------------------------


WELLS FARGO BANK
NORTHWEST,NATIONAL ASSOCIATION,
as Collateral Agent under the
Distributable Cash Collateral
Account Agreement


By:  /s/ Val T. Orton
     ------------------------------------

Name:Val T. Orton
     ------------------------------------

Title:Vice President
      -----------------------------------



<PAGE>


                                    EXHIBIT A


                     MONTHLY MINIMUM AGGREGATE AVAILABILITY


                                                              Minimum
                     Month                            Aggregate Availability
                     -----                            ----------------------

                    January                                $65 million

                    February                               $25 million

                    March                                  $15 million

                    April                                  $25 million

                    May                                    $45 million

                    June                                   $55 million

                    July                                   $65 million

                    August                                 $65 million

                    September                              $75 million

                    October                                $75 million

                    November                               $55 million

                    December                               $65 million