AMENDMENT NO. 1
                                          TO
                               ASSET PURCHASE AGREEMENT


    AMENDMENT NO. 1 dated as of January 3, 1995 to the Asset Purchase Agreement
(the "Agreement") dated as of October 22, 1994 between Freeport-McMoRan Resource
Partners Limited Partnership, a Delaware limited partnership ("FPR") and
Pennzoil Company, a Delaware corporation ("Pennzoil").

                                W T I N E S S E T H :

    WHEREAS, FRP and Pennzoil desire to amend the Agreement as set forth in
this Amendment No. 1;

    NOW, THEREFORE, the parties hereto agree as follows:

    1.   DEFINITIONS.  Unless otherwise specifically defined herein, each
term used herein which is defined in the Agreement shall have the meaning
assigned to such term in the Agreement.  Each reference to "hereof,"
"hereunder," "herein" and "hereby" and each reference to "this Agreement" and
each other similar reference contained in the Agreement shall refer to the
agreement as amended by this Amendment No. 1.

    2.   ACCOUNTING ADJUSTMENT.  The parties have agreed, as an accounting
convenience, to establish a financial accounting cut-off time (the
"Accounting Cut-Off") for the transaction of 12.:01 a.m. on January 1, 1995.
Accordingly, upon the occurrence of the Closing, the parties will make all
appropriate financial and accounting adjustments (including appropriate
payments to each other and to third parties) as if the Closing had occurred
at the Accounting Cut-Off.  In particular, FRP will be entitled to record and
receive (and receive the benefit of) all operating revenues, inventories,
receivables and prepaid expenses generated from or with respect to the
Purchased Assets from and after the Accounting Cut-Off and shall record and
pay all payables and contract obligations incurred in connection with the
Purchased Assets (and all obligations of FRP to reimburse Pennzoil for
royalties as provided in the Agreement shall commence) from and after the
Accounting Cut-Off.  Pennzoil's cash and cash equivalents on hand and in
banks as of the Accounting Cut-Off (except for Petty Cash as of that time)
and all accounts, notes and other receivables attributable to the operation
of the Business prior to the Accounting Cut-Off shall continue to be Excluded
Assets, but all such items generated on or after the Accounting Cut-Off shall
be Purchased Assets. Similarly, all accounts payable attributable to the
operation of the Business prior to the Accounting Cut-Off shall continue to
be Excluded Liabilities, but all accounts payable attributable to the
operation of the Business on or after the Accounting Cut-Off shall be Assumed
Liabilities.  The liquid sulphur inventory adjustment contemplated by

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Section 2.10 of the Agreement shall be conducted as of the Accounting
Cut-Off, and sales of liquid sulphur inventory (or other inventory
constituting Purchased Assets) on or after the Accounting Cut-Off shall be
for the account and benefit of FRP.  The prepaid expense adjustment
contemplated by Section 6.3 of the Agreement shall be made in respect of
prepaid expenses as they exist at the Accounting Cut-Off.  The proration
provisions set forth in Sections 7.4 and 8.3 of the Agreement shall be made
as of the Accounting Cut-Off rather than as of the Closing Date.  The first
Quarterly Period shall commence on January 1, 1995, and the last Quarterly
Period shall end on the earlier of December 31, 2014 and the date specified
in clause (v) of the definition of Quarterly Period.  The term "Option Date"
shall mean January 1, 1999 and each subsequent third anniversary of the First
Option Date.  For all other purposes of the Agreement, including without
limitation, determining the Purchased and Excluded Assets and the Assumed and
Excluded Liabilities, compliance with the representations and covenants set
forth in the Agreement, responsibility for damage, destruction or
condemnation of the assets and satisfaction of the conditions to Closing, the
references in the Agreement to the Closing Date shall mean the actual date of
the Closing.

    3.   VALUATION OF PURCHASE ASSETS IN FLORIDA.  The parties agree that for
tax purposes, the portion of the Purchase Price attributable to all Purchased
Assets located in the State of Florida shall be deemed to be $966,500.

    4.   GAS SUPPLY.  Section 2.2(h) of the Agreement is hereby deleted in its
entirety, and it is understood that Pennzoil's gas contract with Texaco Inc.
shall be deemed to be added to Schedule 3.12(a) of the Agreement and shall be a
"Contract" to be assigned by Pennzoil to FRP at the Closing.  Section 5.9 of the
Agreement is hereby deleted in its entirety.

    5.   SOLID SULPHUR AMOUNT.  Section 6.2(a) of the Agreement is hereby
amended and restated to read in its entirety:

              "6.2 MARKETING SOLID SULPHUR.  (a) The parties will
         retain an independent surveyor acceptable to all of the
         parties to conduct a survey of the amount of solid sulphur
         inventory above the Base Pad Sulphur at the Galveston
         Facility using procedures approved by the parties, such
         survey to be completed within 90 days of the Closing.  The
         surveyed volume components will be multiplied by the
         densities of solid sulphur for each volume component, as are
         proposed by the independent surveyor and approved by the
         parties, to derive the weight of the solid sulphur.  The sum
         of the weights of all of the component volumes shall be
         referred to as the "Solid Sulphur Amount."


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<PAGE>

    6.   OTHER SULPHUR PROPERTIES.  The parties agree that the exploration
projects, "Bayou Dorcheat, Nevada Co., Arkansas" and "Wild Dog Creek, Richland
Parish, Louisiana" shall be deleted from Schedule 2.2(f) to the Asset Purchase
Agreement and inserted in Schedule 2.6 to the Asset Purchase Agreement as items
(7) and (8) under paragraph B.

    7.   GOVERNING LAW.  THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCEPT TO THE
EXTENT THAT THE LAWS OF THE STATE WHERE A PURCHASED ASSET IS LOCATED NECESSARILY
MUST BE CONSULTED ON ISSUES RELATED TO THE OWNERSHIP OR TRANSFER OF THAT
PURCHASED ASSET.

    8.   COUNTERPARTS; EFFECTIVENESS.  This Amendment No. 1 may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment No. 1 shall become effective when each party hereto shall have
received a counterpart hereof signed by the other party hereto.  Except as
expressly amended by this Amendment No. 1, the Agreement shall remain in full
force and effect.

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                         FREEPORT-McMoRan RESOURCE PARTNERS,
                                          Limited Partnership

                                         By:  FREEPORT-McMoRan INC.
                                             Managing General Partner


                                         By     /s/ Charles W. Goodyear
                                            -------------------------------
                                              Title:  Senior Vice President


                                         PENNZOIL COMPANY


                                         By  /s/ Mark A. Malenski
                                            -------------------------------
                                             Title:  Group Vice President--
                                               Accounting and Controller


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