October 31, 1997

Mr. D. George Harris
Mr. Anthony J. Petrocelli
D. George Harris & Associates, Inc.
399 Park Avenue, 32nd Floor
New York, New York 10022


Gentlemen:

This letter is to confirm our  understanding  with regard to the compensation to
be paid to Messrs. D. George Harris and Anthony J. Petrocelli (collectively, the
"Employees"  and  individually,  an  "Employee")  for services to be rendered to
Harris Chemical Group,  Inc.  ("HCG") and its subsidiaries  (including,  without
limitation,  Great Salt Lake Minerals Corporation ("GSL"), Harris Chemical North
America,  Inc. ("HCNA"),  Harris Soda Products Europe ("HSPE"),  Matthes & Weber
("M&W"),  North American Chemical Company ("NACC"),  North American Salt Company
("NASC"),  Salt Union Limited ("SUL"),  and Societa Chimica  Larderello  ("SCL")
(collectively,  the "Companies",  and  individually,  a "Company").  This letter
supersedes and cancels:  (a) the letter of Agreement dated October 28, 1993 (the
"1993 Agreement"); (b) the Harris Consultancy Agreement with M&W dated March 24,
1994; (c) the Petrocelli Consultancy Agreement dated March 24, 1994; and (d) the
DGH&A Management Agreement dated December 15, 1995.

A. During the term of this Agreement, the Employees will render such services of
an executive and  administrative  character to the  Companies as the  respective
boards of directors of the Companies may from time to time direct. Each Employee
will devote his best efforts and such of his business  time and attention to the
business  of the  Companies  as is  necessary  to  attain  the  operational  and
strategic  goals for the benefit of the  stockholders  of the Companies.  In the
event that any  employee  fails to devote a majority  of his  business  time and
attention to the business of the Companies,  then the Compensation  Committee of
the board of directors of HCG (the  "Compensation  Committee") shall be entitled
to make such  adjustments  in the amounts  payable under this  Agreement to such
Employee  as it  may  reasonably  determine  to  reflect  the  reduction  in the
performance of such services.

B.       For services rendered during the term of this Agreement,  each Employee
shall be  entitled to receive  monthly  compensation in the  amount and  for the
periods set forth below:

                                                DGH                   AJP
         November 1997 - December 1997          $62,500               $43,750
         January 1998 - March 2001              $50,000               $35,000



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C. Each Employee will participate in the Incentive Compensation Plan ("ICP") for
executives of the Company under the same rules and conditions  applicable to all
other ICP participants, with the exceptions outlined below:

         For Fiscal Year 1998                            DGH           AJP
         ------------------------------------------      ---           ---      

         Fiscal Year Earnings for ICP Purposes           $600,000      $420,000
         Nominal ICP Level                               100%          100%

         For Fiscal Years 1999 through 2001
         ------------------------------------------ 

         ICP Payment at 100% of HCG Target or above      $600,000      $420,000
         ICP Payment at 85% of HCG Target                $300,000      $210,000
         ICP Payment below 85% of HCG Target             $0            $0
                  For HCG  performance  between 85 and 100% of  Target,  payment
                  will be made on a pro-rata basis.

Further,  any  amount  earned  under the ICP will only be payable in the form of
deep discount  stock options.  Also,  beginning with Fiscal Year 1999, the above
outlines  the only basis under which the  Employees  will be entitled to receive
ICP payments.

D. The Employees  shall be entitled to  participate in and be covered by any and
all  employee  pension  or  welfare  benefit  plans  under  the same  terms  and
conditions  and to the same extent as such  participation  and coverage are made
available to other employees of the Company.

E. The  Companies  agree to employ the  Employees  through March 31, 2001 and no
Employee  shall be  terminated  except for Cause (as such term is defined in the
Stockholders  Agreement  dated  as  of  October  28,  1993  among  HCG  and  its
Stockholders, as amended (the "Stockholders Agreement") as in effect on the date
hereof).  In the  event of the  termination  of any  Employee  for  cause or the
voluntary  resignation of any Employee  prior to March 31, 2001,  this Agreement
shall be  automatically  terminated  and of no  further  force and  effect  with
respect to such Employee.  In the event of the incapacity of any Employee during
the term of this  Agreement,  the  Agreement  shall  continue  in full force and
effect.  In the  event of the  death  of any  Employee  during  the term of this
Agreement, the Agreement shall also continue in full force and effect; provided,
however, the monthly compensation provisions outlined in Paragraph B shall cease
on the last day of the month following the month in which the Employee has died.

F. In the event of a change of control (other than a public  offering)  prior to
March 31,  2001  which  results  in all HCG  shareholders  collectively  selling
essentially 100% of their holdings of HCG, the Employees will be entitled to the
payments and benefits outlined in

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subparagraphs  1, 2, and 3 below;  and this Agreement  shall then terminate upon
the effective date of such change of control.
                                                   DGH               AJP
                                                   ---               ---    
         1.       Exit Payment                     $600,000          $420,000
                 
         2.       Exit Bonus.   The Employees will be entitled to an  Exit Bonus
                  based on the  realized shareholder  equity value of HCG at the
                  time  of  the  change  of  control,  in  accordance  with  the
                  following formula:

                  Equity Value                     DGH               AJP
                  ------------                     ---               ---
                  Less than $150MM                 $        0        $        0
                  $150MM                           $  750,000        $  525,000
                  $300MM                           $3,500,000        $2,450,000
                  $500MM or above                  $6,000,000        $4,200,000

                  Exit Bonus  payments  for an equity value  between  $150MM and
                  $300MM will be made on a pro-rata  basis between these points;
                  payments  for an equity value  between  $300MM and $500MM will
                  likewise be made on a pro-rata basis between these points.

         3.       Welfare  Benefits.   Upon the  termination of each  Employee's
                  coverage under any HCG Welfare Plan as a result of a change of
                  control,  the Employee  (and each of his  covered  dependents)
                  shall have the right to elect  continuation coverage under the
                  Consolidated   Omnibus  Budget   Reconciliation  Act  of  1985
                  ("COBRA")  for  as  long as such  Welfare  Plans  exist.   The
                  participation in and coverage of the Employee  (and/or each of
                  his  covered  dependents)   under  this   provision  shall  be
                  conditioned upon his (or his covered dependents') payment when
                  due of the aggregate monthly premium for such coverage.

G. Each  Employee  agrees that he shall not at any time during or following  the
term of this  Agreement  (or any  extension  thereof),  directly or  indirectly,
disclose,  transfer  or  use,  for  any  purpose  whatsoever,  any  information,
observations  or data obtained by him during the course of his employment by the
Companies concerning the business or affairs of the Companies in any manner that
is adverse to any Company, except as may be required by law.

H.  This  Agreement  shall  be  effective   November  1,  1997.  This  Agreement
constitutes the entire  agreement  among the parties  relating to the Employees'
compensation and benefits for services  rendered to HCG and its subsidiaries and
supersedes all prior agreements with HCG and/or any of its subsidiaries, whether
oral or written,  which may have related to the subject matter hereof including,
without limitation, the 1993, 1994 and

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1995 agreements.  Except as expressly contemplated herein, this Agreement may be
amended or  modified  only by written  agreement  signed by each of the  parties
hereto;  provided that any amendment or modification  (including but not limited
to any addition or other  change to the  compensation  and benefits  outlined in
this Agreement) must be authorized by a majority of the disinterested members of
the Compensation Committee.  The obligations of the Companies hereunder shall be
joint and several.  All  questions  concerning  the  construction,  validity and
interpretation of this Agreement will be governed by and construed in accordance
with the internal law (and not the law of conflicts) of the State of New York.

Kindly  execute the enclosed copy of this  Agreement in the space provided below
to indicate your agreement to be bound by the terms hereof.


                                                HARRIS CHEMICAL GROUP, INC.


                                                By  /s/ H. F. Tomfohrde III
                                                CHAIRMAN, COMPENSATION COMMITTEE
                                                BOARD OF DIRECTORS


                                                By /s/ William J. Sichko, Jr.
                                                SENIOR VICE PRESIDENT
                                                HUMAN RESOURCES


Agreed and accepted this 31st day of Oct, 1997.

/s/ D. George Harris
D. George Harris


/s/ Anthony J. Petrocelli
Anthony J. Petrocelli

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