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                               AMENDMENT NO. 1 TO
                              EMPLOYMENT AGREEMENT


         THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") is made
and entered into on October 5, 1998 by and between K-TRON INTERNATIONAL, INC., a
New Jersey corporation ("K-Tron"), and EDWARD B. CLOUES, II, a resident of
Pennsylvania (the "Employee"). This Amendment amends and otherwise modifies the
Employment Agreement ( the "Agreement") dated as of October 6, 1997 by and
between K-Tron and the Employee. Terms used herein that are not defined herein
shall have the meanings ascribed thereto in the Agreement.

         WHEREAS, K-Tron and the Employee wish to amend and modify the Agreement
in certain respects, effective as of January 2, 1998.

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

         1. The fifth sentence of Section 1.4 of the Agreement shall be deemed
modified in the following respects: (a) the term life insurance policy having a
death benefit of $1,000,000 shall be in addition to any group term life
insurance which the Employee may be required to accept under any K-Tron group
plan, and K-Tron shall reimburse the Employee for the estimated income taxes on
the premiums paid for such $1,000,000 policy; and (b) the Employee and K-Tron
acknowledge that the disability coverage referred to in Section 1.4 shall be
satisfied by the QQ series Disability Income Policy in a lesser amount, with a
one year waiting period, which the Employee has purchased from Northwestern
Mutual Life.

         2. Section 1.5 of the Agreement is amended and restated to read in its
entirety as follows:

          "1.5 Stock Grant. On January 2, 1998, K-Tron shall issue to the
     Employee 10,000 fully vested shares of its Common Stock, which shares shall
     be unregistered and contain an appropriate securities law restrictive
     legend. On October 7, 1998, K-Tron shall issue to the Employee 7,500 shares
     (the "October Shares") of its Common Stock as a restricted stock grant
     under Section 6 of the K-Tron International, Inc. 1996 Equity Compensation
     Plan, as amended (the "1996 Equity Compensation Plan"), with the grant to
     provide that the restrictions shall lapse on January 5, 1999, provided that
     the Employee is still employed by K-Tron on that date. On January 5, 1999,
     K-Tron shall issue to the Employee 12,500 shares of its Common Stock as a
     restricted stock grant under Section 6 of the 1996 Equity Compensation
     Plan, with the grant to provide that 2,500 of such shares shall be fully
     vested shares on that date and that the restrictions shall lapse as to the
     other 10,000 shares (the "January 2000 Shares") on January 5, 2000,
     provided that the Employee is still employed by K-Tron on those dates.
     Notwithstanding the foregoing, the restrictions on the October Shares and
     the January 2000 Shares shall lapse immediately if the Employment Term is
     terminated by (a) K-Tron for any reason other than "cause" as defined in
     Section 8.4(b) hereof or (b) the Employee either pursuant to Section 8.4(a)
     hereof or in


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     connection with a Termination upon a Change of Control as described in
     Section 9.1(c) hereof."

         3. This Amendment shall be effective as of January 2, 1998 and shall be
governed by and interpreted under the laws of the State of New Jersey, without
giving effect to any conflict of laws provisions.

         4. As amended and modified hereby, the Agreement is ratified and
confirmed in all respects.

         IN WITNESS WHEREOF, K-Tron and the Employee have executed this
Amendment on October 5, 1998.


[Corporate Seal]                      K-TRON INTERNATIONAL, INC.

Attest:


/s/Mary E. Vaccara                    By: /s/Robert L. Weinberg
------------------                        --------------------------------------
Mary E. Vaccara                           Robert L. Weinberg
As its Secretary                          As its Senior Executive Vice President
                                          and Chief Financial Officer


                                      EMPLOYEE



/s/Mary E. Vaccara                        /s/Edward B. Cloues, II
------------------                        --------------------------------------
Witness                                   Edward B. Cloues, II


Approved as of October 5, 1998 
by the Compensation and Human 
Resources Committee of the 
K-Tron Board of Directors:



By: /s/Norman Cohen
    ---------------
    Norman Cohen
    As its Chairman