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           AMENDED LICENSE AND TECHNOLOGICAL ASSISTANCE AGREEMENT


INTRODUCTION


THIS AMENDED AGREEMENT ("Agreement") is made this 22nd day of November,
1996, between Carborundum Corporation, a corporation organized under the laws
of the State of Delaware with principal offices at Crows Mill Road, Keasbey, New
Jersey 08832, (hereinafter referred to as "Licensor"), and New Castle
Refractories Company, a division of Dixon Ticonderoga Company, a corporation
organized under the laws of the State of Delaware, with principal offices at 915
Industrial Street,  New Castle, Pennsylvania 16102 (hereinafter referred to as
"Licensee").

WHEREAS, Licensor, pursuant to a Federal Trade Commission (FTC) Consent
Order executed by the FTC and by Saint-Gobain/Norton Industrial Ceramics
Corporation on February 26, 1996, and entered as final on June 12, 1996, arising
out of "In the Matter of Saint-Gobain/Norton Industrial Ceramics Corporation," 
is interested in enabling Licensee to enter the Silicon Carbide Refractory Brick
business by providing Licensee with a patent and technology license and with a
technology transfer;

WHEREAS, Licensee is interested in entering the Silicon Carbide Refractory Brick
business through the acquisition of a patent and technology license from
Licensor;

WHEREAS, Licensor is further willing to provide Licensee with equipment
purchase and product sourcing options pursuant to companion agreements
entitled "Equipment Option and Purchase Agreement" and "Product Purchase
Agreement" respectively;

WHEREAS, Licensor and Licensee entered into an agreement dated August 23,
1996 ("Original Agreement"), providing Licensee a license from Licensor for
Silicon Carbide Refractory Brick Technology; and

WHEREAS, Licensor and Licensee wish to amend the Original Agreement;

NOW, THEREFORE, in consideration of the terms and conditions expressed
hereinbelow, Licensor and Licensee agree as follows:

1.    DEFINITIONS
      
      As used herein:
      
      1.1  "Effective Date Of This Agreement" shall mean the date on which this
           Agreement has been finally approved by the FTC.
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      1.2  "Silicon Carbide Refractory Bricks" shall mean all refractory
           products composed of bonded silicon carbide grains which are formed
           by hydraulic, mechanical or vibratory pressing, and are marketed
           for use in the manufacture of primary metals, including aluminum
           reduction cells, steel blast furnaces, and copper shaft furnaces.
      
      1.3  "Silicon Carbide Refractory Brick Technology" shall mean:  all
           patents, trade secrets, technology and know-how of Licensor for
           producing any Silicon Carbide Refractory Brick product sold by
           Carborundum on or before the date hereof, all such information
           being sufficiently detailed for the commercial production and sale of
           such products, including, but not limited to, all technical
           information, data, specifications, drawings, design and equipment
           specifications, manuals, engineering reports, manufacturing designs
           and reports, operation manuals, and formulations, laboratory
           research, and quality control data.
      
      1.4  "Licensed Patents" shall mean all letters patent identified in
           Appendix A.
      
      1.5  "Licensed Products" shall mean products manufactured with the
           Silicon Carbide Refractory Brick Technology.
      
      1.6  "Sole License" shall mean an exclusive license with the exception of:
                 (a)  Licensor, Licensor's affiliate, and other non North
                      American third parties; and
                 (b)  any third party to whom the Silicon Carbide Refractory
                      Brick Technology had been licensed or otherwise
                      transferred prior to the date hereof.

2.    PATENT AND TECHNOLOGY LICENSE
      
      2.1  Subject to and conditioned upon final approval by the FTC, Licensor
           hereby grants to Licensee a fully paid-up, Sole License, without the
           right to sublicense, under the Licensed Patent and under the Silicon
           Carbide Refractory Brick Technology to manufacture, use and sell
           Licensed Products.
      
      2.2  Licensor shall provide Licensee prior to the Effective Date Of This
           Agreement, a list which represents Licensor's best understanding of
           the third parties to whom the Silicon Carbide Brick Technology had
           been licensed or otherwise transferred prior to the date hereof.
<PAGE> 3
      
3.    TECHNICAL INFORMATION AND KNOW-HOW AND TECHNICAL
      SERVICES

      3.1  During the period of 12 months after the Effective Date Of This
           Agreement, on reasonable notice and request by Licensee, Licensor
           shall provide to the Licensee information, technical assistance, and
           advice sufficient to effect the transfer to the Licensee of the 
           Silicon Carbide Refractory Brick Technology and to enable the 
           Licensee to manufacture Silicon Carbide Refractory Bricks.

      3.2  During the period of 12 months after the Effective Date Of This
           Agreement, on reasonable notice and request by Licensee, Licensor
           shall also provide to the Licensee consultation and training with
           knowledgeable employees of Licensor, including at least one qualified
           engineer, at the Licensee's facility for a period of time, not to 
           exceed three (3) months, sufficient to satisfy Licensee's 
           management that its personnel are adequately trained in the 
           manufacture of Silicon Carbide Refractory Bricks.
      
      3.3  Licensee shall reimburse Licensor for all of its direct out-of-pocket
           expenses, including direct travel expenses, incurred in providing
           the assistance required by this Article 3.  Licensee shall also pay
           Licensor a per diem (including time spent in travel to Licensee's 
           site) equal to Licensor's actual expenses (including but not limited 
           to daily wages or salary plus benefits) not to exceed five hundred 
           dollars per day ($500.00/day) per Licensor employee for each day 
           greater than 30 days of on-site assistance incurred in providing 
           the assistance required by this Article 3.  All such payments 
           shall be made in United States dollars or in such other currency 
           as Licensor may approve in writing.
      
      3.4  Licensor shall provide the Licensee with all promotional, 
           advertising, and marketing materials regarding Silicon Carbide 
           Refractory Bricks prepared or made available by Licensor at any time 
           during the period commencing twelve (12) months prior to the date 
           hereof, a list of all customers of Licensor's Silicon Carbide 
           Refractory Bricks during the period commencing twenty four (24) 
           months prior to the date hereof, and a list of Licensor's 
           suppliers of silicon carbide, other raw materials, and production 
           components used to produce Licensor's Silicon Carbide Refractory 
           Bricks.
      
      3.5  Nothing in this Agreement shall obligate Licensor to transfer to
           Licensee any technology or know-how (or rights thereto) that was
           not in Licensor's possession or control during the entire period
           between June 12, 1996 and the Effective Date of This Agreement.
<PAGE> 4
      
      3.6  If, prior to six (6) months following the Effective Date of This
           Agreement, Licensor makes a SiC Refractory Brick product
           development and introduces an improved SiC Refractory Brick
           product which is different from a Licensed Product in the primary
           metals marketplace (i.e., the aluminum reduction cell, the steel 
           blast furnace, and the copper shaft furnace marketplaces), Licensor
           shall transfer such product development to Licensee according to
           paragraphs 3.1 and 3.2 hereinabove.
      
4.    CONFIDENTIAL INFORMATION
      
      4.1  When either party ("Discloser") discloses to the other ("Disclosee")
           in connection with this Agreement any proprietary information with
           respect to Silicon Carbide Refractory Bricks (said proprietary
           information along with Silicon Carbide Refractory Brick Technology,
           hereinafter referred to as "Technical Information"), it is agreed 
           that such disclosure of Technical Information is conditioned upon 
           the following:
      
      4.2  Disclosee shall maintain in confidence and refrain from using for or
           on behalf of anyone other than Discloser and/or Disclosee (and/or
           Licensee's assignee if an assignment is made under paragraph 6.2
           below) all Technical Information received from Discloser, whether
           such Technical Information is embodied in documentation or
           otherwise; provided that if Licensor is the Disclosee and Licensor
           receives proprietary information of Licensee in the course of
           providing technical assistance under this Agreement, then Licensor
           shall also refrain from using such proprietary information on its own
           behalf; and provided further that the obligations of this Article 4
           shall not apply to any information which:
      
           4.2.1 is, at the time Disclosee receives it or shall thereafter 
                 become, part of the public domain except where this is due to
                 Disclosee's own acts or omissions, or the acts or omissions of
                 any of Disclosee's employees, or any third party acting on
                 Disclosee's behalf;
           
           4.2.2 has been furnished or made known to Disclosee by any third
                 party as a matter of right and without restriction on
                 disclosure, provided that Disclosee does not know or have
                 reason to know that such information was acquired by such
                 third party directly or indirectly from Discloser under binder
                 of secrecy; or
           
           4.2.3 was legally in Disclosee's possession at the time the parties
                 entered into this Agreement as evidenced by written records,
                 and was not acquired directly or indirectly from Discloser or a
                 predecessor in interest of Discloser.
<PAGE> 5
           
      4.3  Disclosee shall limit the disclosure of Discloser's Technical
           Information within Disclosee's organization to only those employees
           who are required to use such Technical Information in connection
           with the purposes for which such Technical Information was
           disclosed to Disclosee and shall maintain current a continuing list 
           of the names of all of Disclosee's employees to whom such disclosure 
           has been made, which list shall be made available to Discloser upon
           request.
      
5.    CONSIDERATION
      
      5.1  The parties hereto agree that in consideration of the rights and
           licenses granted and conveyed in this Agreement, Licensee shall pay
           to Licensor a fixed sum in the amount of Four Hundred and Fifty
           Thousand Dollars ($450,000.00).  This sum shall be paid by Licensor
           to Licensee in the following manner:
           
           5.1.1 Licensee shall pay to Licensor a sum in the amount of One
                 Hundred Thousand Dollars ($100,000.00) within thirty (30)
                 days of the Effective Date of This Agreement.
           
           5.1.2 Licensee shall pay to Licensor a sum in the amount of One
                 Hundred and Fifty Thousand Dollars ($150,000.00) within
                 thirty (30) days of the earlier of:
                      a.    the second anniversary of the Effective Date of
                 This Agreement; or
                      b.    Licensee's cumulative invoicing of One Million
                 Dollars ($1,000,000) of gross sales of Licensed Product.
           
           5.1.3 Licensee shall pay to Licensor a sum in the amount of Two
                 Hundred Thousand Dollars ($200,000.00) within thirty (30)
                 days of the earlier of:
                      a.    the fifth anniversary of the Effective Date of This
                 Agreement, or
                      b.    Licensee's cumulative invoicing of Four Million
                 Five Hundred Thousand Dollars ($4,500,000) of gross sales of
                 Licensed Product.
           
      5.2  All payments to Licensor under this Agreement shall be made in
           United States dollars at the office of Licensor set forth at the
           beginning of this Agreement or at such other place as Licensor may
           direct.
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      5.3  If Licensee fails to make any payment required to be made by it
           under this Agreement and Licensor initiates a mediation under
           paragraph 7.3 and/or a judicial proceeding to collect such payment
           or payments, then in addition to any payments that are due, Licensor
           shall be entitled to recover from Licensee reasonable attorneys' fees
           incurred by Licensor in connection with such mediation and/or
           judicial proceedings along with interest at the Prime Rate plus two
           (2) percent running from the time such payment or payments were
           due under this Agreement.

6.    TERM OF AGREEMENT

      6.1  The license granted in Article 2 above shall be perpetual.
      
      6.2  Licensee may assign its rights under this Agreement, including but
           not limited to the Sole License that is granted hereunder, provided
           that upon such assignment, the Sole License granted hereby to
           Licensee shall immediately be fully transferred to Licensee's 
           assignee and shall terminate as to Licensee, and Licensee shall 
           cease to use the Silicon Carbide Refractory Brick Technology 
           furnished hereunder and the inventions embodied in the Licensed 
           Patents, and shall turn over to Licensee's assignee all documentation
           and other physical forms embodying Technical Information (as defined 
           in paragraph 4.1 above) together with all copies that may have been
           prepared by Licensee while such Technical Information was in
           Licensee's possession; and provided further that Licensee shall have
           a continuing obligation to comply with the confidentiality provisions
           of Article 4 above; and provided further that Licensee's assignee
           shall agree in writing, delivered to Licensor, that assignee shall be
           fully bound by all obligations of Licensee under this Agreement,
           including but not limited to the obligations of confidentiality set 
           forth in Article 4 hereof.  In the event that Licensee makes an 
           assignment under this paragraph 6.2, Licensee shall give prompt 
           notice of such assignment and the identity of the assignee to 
           Licensor.  The provisions of this paragraph 6.2 shall not oblige 
           Licensee to cease manufacture of any product using technology or 
           know-how which has been developed exclusively by it, or is part of 
           the public domain, or lawfully furnished by a third party, or was in 
           its possession prior to the Effective Date Of This Agreement.
      
      6.3  The provisions of this Agreement, including but not limited to the
           payment obligations set forth in Article 5, shall continue to be
           binding upon Licensee notwithstanding an assignment under
           paragraph 6.2 above.
      
      6.4  This Agreement shall be terminated, and no party shall be obligated
           hereunder, if this Agreement is not finally approved by the FTC on
           or before August 26, 1997.
<PAGE> 7
      
7.    GENERAL
      
      7.1  During the term of this Agreement, Licensee shall diligently employ
           its best efforts in the manufacture of Silicon Carbide Refractory
           Bricks.
      
      7.2  Any notice or other communication to either party to this Agreement
           required or permitted hereunder shall be in writing and shall be sent
           by registered airmail, return receipt requested, postage prepaid,
           addressed to the address of such party set forth at the beginning of
           this Agreement or to such changed address as such party shall be
           deemed to have been served when delivered or, if delivery is not
           accepted by reason of the fault of the addressee, when tendered.
      
      7.3  All disputes arising in connection with this Agreement shall be 
           finally settled by mediation held and conducted in Worcester,
           Massachusetts, U.S.A. in accordance with the rules of the American
           Arbitration Association.  Judgment to enforce the agreement reached
           may be entered in any court having jurisdiction, or application may
           be made to such court for a judicial acceptance of the award and an
           order of enforcement, as the case may be.  In interpreting the
           provisions of this Agreement, the mediators shall apply the law of
           Massachusetts.
      
      7.4  This Agreement may be executed in several counterparts and each
           such counterpart shall be deemed an original hereof.
      
      7.5  Licensor warrants that prior to a final decision by the FTC, Licensor
           will not continue any further discussions with any other party
           regarding licensing Silicon Carbide Brick Technology.
      
IN WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to be
duly executed on the date first written above.

      LICENSOR COMPANY                 LICENSEE COMPANY


BY:   /s/ Robert C. Ayotte             BY    /s/ Gino N. Pala
      -------------------------             -------------------------
      Robert C. Ayotte                      Gino N. Pala
      President and CEO                     President and CEO
      Carborundum Corporation               Dixon Ticonderoga Company

Date: 11/22/96                         Date: 11/21/96  


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                                APPENDIX A


U.S. Patent Number 4,578,363, "Silicon Carbide Refractories Having Modified
               Silicon Nitride Bond" dated March 25, 1986.