AMENDMENT NO. 1


                   DATED AS OF MARCH 12, 1997


                               TO


                  LOAN AND SECURITY AGREEMENT


                   DATED AS OF MARCH 15, 1995



                             AMONG


                     ZEMEX CORPORATION AND
                    THE FELDSPAR CORPORATION


                              AND


                NATIONSBANK OF TENNESSEE, N.A.,
                  AND THE CHASE MANHATTAN BANK


                              AND


            NATIONSBANK OF TENNESSEE, N.A., AS AGENT


<PAGE 2>

                       TABLE OF CONTENTS

1.   Definitions                                                   2
2.   Amendments to Agreement                                       2
3.   Representations and Warranties                               13
     3.1. Incorporation                                           13
     3.2. Due Authorization, No Conflicts, Etc.                   13
     3.3. Due Execution, Etc.                                     14
     3.4. Real Property                                           14
4.   Conditions Precedent                                         14
     4.1. Conditions Precedent to Effectiveness of Amendment  No. 14
5.   Effectiveness of Amendment No. 1                             17
6.   Closing                                                      17
7.   Post Closing Deliveries                                      17
8.   Governing Law, Etc.                                          18
9.   Section Titles and Table of Contents                         18
10.  Waiver of Jury Trial                                         18
11.  Counterparts                                                 18
12.  Agreement to Remain in Effect                                18


<PAGE 1>


          AMENDMENT  NO. 1 dated as of March 12, 1997, under  and

to  that  certain  Loan and Security Agreement dated as of  March

15,  1995  (the "Agreement"), among Zemex Corporation, a Delaware

corporation,  and  The  Feldspar Corporation,  a  North  Carolina

corporation (individually and collectively, the "Borrower"),  the

Guarantors,  jointly  and  severally,  including  the  additional

Participating  Subsidiaries; each of the  undersigned  Banks  (in

such capacity the "Banks") and NationsBank of Tennessee, N.A.  as

agent for the Banks (in such capacity the "Agent").

                      W I T N E S S E T H:

          WHEREAS, Borrower, the Banks and the Agent are  parties

to the Agreement; and

          WHEREAS,  Borrower  has formed a new subsidiary,  Zemex

Industrial Minerals, Inc., a Delaware corporation, and  has  also

acquired  all  of  the  stock  of  Alumitech,  Inc.,  a  Delaware

corporation, located in Streetsboro, Ohio; and

          WHEREAS,  Alumitech,  Inc. has two subsidiaries,  being

Engineered  Thermal  Systems,  Inc.,  an  Ohio  corporation,  and

Aluminum Waste Technology, Inc., a Delaware corporation; and

          WHEREAS,  Aluminum  Waste  Technology,  Inc.  has   one

subsidiary, being AWT Properties, Inc., an Ohio corporation; and

          WHEREAS,   Borrower  desires  to  have  all  five   (5)

corporations   become   Participating  Subsidiaries   under   the

Agreement; and

          WHEREAS,  the  Borrower has requested  that  the  Banks

increase  their  Revolving Loan Commitments from  $10,000,000  to

$30,000,000, and provide for the issuance of standby  letters  of

credit  in  aggregate amounts up to $18,000,000 as a  subfacility

under the Revolving Loan Commitments;

          WHEREAS,  the  Banks  are  willing  to  increase  their

Revolving  Loan Commitments, provide for the issuance of  letters

of  credit, and add Alumitech, Inc., Engineered Thermal  Systems,

Inc.,  Aluminum Waste Technology, Inc., AWT Properties, Inc.  and

Zemex  Industrial  Minerals, Inc. as Participating  Subsidiaries,

subject to the terms and conditions hereinafter set forth;


<PAGE 2>          
          
          
          NOW  THEREFORE, in consideration of the  foregoing  and

the  mutual  covenants and agreements set forth herein,  and  for

other  good  and  valuable consideration, the receipt  and  legal

sufficiency of which are hereby acknowledged, the parties  hereto

agree as follows:

          1.    Definitions.  All capitalized terms used in  this

Amendment No. 1 which are not otherwise defined herein shall have

the respective meanings ascribed thereto in the Agreement.

          2.   Amendments to Agreement.

          2.1. Section I of the Agreement, Definitions, is hereby

amended  by  adding  thereto  the following  new  definitions  as

follows:


               "Amendment  No. 1 Effective Date" has the  meaning
          specified in Section 5 of Amendment No. 1.

               "Issuing  Bank"  means NationsBank  of  Tennessee,
          N.A. or any successor thereto, as the issuer of Letters
          of  Credit  under  Paragraph  2.9,  together  with  its
          successors  and assigns; provided that no successor  or
          assign  may  have a letter of credit risk  rating  less
          than  that  accorded  to letters of  credit  issued  by
          NationsBank or its affiliates.

               "Letter of Credit" shall have the meaning assigned
          to  such  term in Paragraph 2.9, but shall exclude  the
          Existing Pyron Letter of Credit.

               "Letter  of Credit Documents" means, with  respect
          to  any Letter of Credit, collectively, any application
          for  any  Letter  of  Credit and any other  agreements,
          instruments,  guarantees  or other  documents  (whether
          general  in  application  or applicable  only  to  such
          Letter  of Credit) governing or providing for  (a)  the
          rights and obligations of the parties concerned  or  at
          risk  with respect to such Letter of Credit or (b)  any
          collateral security for any of such obligations.

               "Letter of Credit Interest" means, for each  Bank,
          such Bank's participation interest (or, in the case  of
          the Issuing Bank, the Issuing Bank's retained interest)
          in the Issuing Bank's liability under Letters of Credit
          and  such  Bank's rights and interests in Reimbursement
          Obligations  and  fees,  interest  and  other   amounts
          payable  in  connection  with  Letters  of  Credit  and
          Reimbursement Obligations.

               "Letter   of  Credit  Liability"  means,   without
          duplication, at any time and in respect of  any  Letter
          of  Credit, the sum of (a) the undrawn face  amount  of
          such  Letter  of  Credit plus (b) the aggregate  unpaid
          principal  amount of all Reimbursement  Obligations  of
          Zemex Corporation and/or the Borrower at such time  due
          and  payable in respect of all drawings made under such
          Letter  of  Credit.  For purposes of this Agreement,  a
          Bank  (other than the Issuing Bank) shall be deemed  to
          hold a Letter of Credit Liability in an amount equal to
          its  participation  interest in the related  Letter  of
          Credit under Paragraph 2.9, and the Issuing Bank  shall
          be  deemed to hold a Letter of Credit Liability  in  an
          amount  equal to its retained interest in  the  related
          Letter of Credit after giving effect to the acquisition
          by  the  Banks (other than the Issuing Bank)  of  their
          participation interests under Paragraph 2.9.

               "Quarterly  Dates"  means the first  day  of  each
          January,  April,  July,  or  October,  commencing  with
          April 1, 1997.
               

<PAGE 3>               
              
              
               "Quarterly Period" means (a) the Period  from  the
          Amendment  No. 1 Effective Date to the next  succeeding
          Quarterly Date and (b) thereafter, any period from  the
          first day after a Quarterly Date to the next succeeding
          Quarterly Date.

               "Reimbursement Obligations" means,  at  any  time,
          the obligation of Zemex Corporation and/or the Borrower
          then  outstanding,  or which may  thereafter  arise  in
          respect   of   any  or  all  Letters  of  Credit   then
          outstanding, to reimburse amounts paid by  the  Issuing
          Bank  and the other Banks with respect to their  Letter
          of Credit Interests in respect of any drawings under  a
          Letter of Credit.

In  addition  to  the  foregoing new definitions,  the  following

definitions are hereby amended:

          (i)  "Adjusted  Surplus Capital" is hereby  amended  to
          replace the date of September 30, 1994 with the date of
          September  30,  1996  and  to  replace  the   date   of
          December 31, 1995 with the date of December 31, 1996;

          (ii)  "Collateral Documents" is hereby amended  to  add
          the  following  documents:  the Stock Pledge  Agreement
          from   Alumitech,  Inc.  pledging  its  stock  in  both
          Engineered  Thermal  Systems, Inc. and  Aluminum  Waste
          Technology, Inc., as well as the Stock Pledge Agreement
          from Aluminum Waste Technology, Inc. pledging its stock
          in   AWT   Properties,  Inc.,  all   as   required   by
          Paragraph  4.1(g)  below; the Guaranty  and  Suretyship
          Agreements  of  Alumitech,  Inc.,  Engineered   Thermal
          Systems,  Inc.,  Aluminum Waste Technology,  Inc.,  AWT
          Properties,  Inc., and Zemex Industrial Minerals,  Inc.
          required  by Paragraph 4.1(e) below; and, with  respect
          to  all  Collateral Documents, all documents  amending,
          modifying and/or restating any Collateral Document from
          time to time;

          (iii) the terms "Letter of Credit Facility", "Letter of
          Credit Fees", "Letter of Credit Liability", "Letter  of
          Credit  Reimbursement Agreement" and "Letter of  Credit
          Reimbursement  Agreement Guaranty" presently  appearing
          in  the  Agreement prior to this Amendment  No.  1  are
          hereby each amended to place in front of each term  the
          words  "Existing Pyron", such that the  new  terms  are
          retitled and placed in proper alphabetical sequence  as
          follows:  "Existing Pyron Letter of  Credit  Facility",
          "Existing Pyron Letter of Credit Fees", "Existing Pyron
          Letter  of Credit Liabilities", "Existing Pyron  Letter
          of Credit Reimbursement Agreement", and "Existing Pyron
          Letter  of  Credit  Reimbursement Agreement  Guaranty";
          furthermore,   the   references   contained   in   said
          definitions to the Letter of Credit Facility and Letter
          of  Credit Reimbursement Agreement are hereby  modified
          to refer instead to the Existing Pyron Letter of Credit
          Facility  and  the  Existing  Pyron  Letter  of  Credit
          Reimbursement Agreement;

          (iv)   "Obligations"  is  hereby  amended   to   change
          subparagraphs  (B),  (C) and (D) to subparagraphs  (C),
          (D)  and  (E) and to insert a new subparagraph  (B)  as
          follows:  "(B) To pay all Letter of Credit Liabilities,
          including  any Reimbursement Obligations and any  other
          amount  owed  by Zemex Corporation and/or the  Borrower
          under any Letter of Credit Documents;"

          (v) "Loan Documents" is hereby amended to insert before
          the  clause "and the Collateral Documents," the  clause
          "the Letter of Credit Documents,";

          (vi)  "Participating Subsidiary" is hereby  amended  to
          add  the  following  corporations as subparagraphs  (E)
          through  (I),  respectively,  as  follows:   Alumitech,
          Inc.,   a   Delaware  corporation;  Engineered  Thermal
          Systems,  Inc.,  an  Ohio corporation;  Aluminum  Waste
          Technology,   Inc.,   a   Delaware   corporation,   AWT
          Properties,  Inc.,  an  Ohio  corporation,  and   Zemex
          Industrial Minerals, Inc., a Delaware corporation;  and
          each  of  the foregoing shall also be a Subsidiary  for
          the purposes of the Agreement;


<PAGE 4>

          (vii)  "Surplus Capital" is hereby amended by  deleting
          the  definition therein contained and replacing it with
          the   definition   of:  "means  Ten   Million   Dollars
          ($10,000,000.00)"; and

          (viii)  "Working  Capital  Loan  Termination  Date"  is
          hereby  amended to replace "June 30, 1996"  with  "June
          30, 1997."

          2.2.  Paragraph  2.1(A) is hereby amended  by  deleting

everything  after the subtitle in its entirety and  replacing  it

with the following:

               (A)  Subject to the terms and conditions
          of   and   relying  on  the  representations,
          warranties  and covenants contained  in  this
          Agreement, through the day prior to the  Loan
          Termination  Date, each Bank agrees  to  fund
          severally but not jointly to the Borrower the
          amount set out beside their names, which  for
          all  of  the  Banks  shall  be  an  aggregate
          maximum  principal amount  of  up  to  Thirty
          Million Dollars ($30,000,000.00), as follows:


               Banks                    Revolving Loan Commitments

     NationsBank of Tennessee, N.A.            $15,000,000.00
     The Chase Manhattan Bank                  $15,000,000.00

     TOTAL                                     $30,000,000.00


The Revolving Loans shall be evidenced by the (i) Fifteen Million
Dollars  ($15,000,000.00)  Note of  Borrower  to  NationsBank  of
Tennessee,   N.A.,   and   (ii)  the  Fifteen   Million   Dollars
($15,000,000.00)  Note of Borrower to The Chase  Manhattan  Bank,
which Notes are substantially in the form set forth in Exhibit A-
1  attached hereto, with each Note payable in accordance with its
terms.   The Borrower may obtain Loans, repay without penalty  or
premium  except as set forth in Paragraph 2.13 below and reborrow
hereunder, from the date of this Agreement up to the day prior to
the  Loan  Termination  Date, the then available  Revolving  Loan
Commitments or any lesser sum which is in the minimum  amount  of
One  Million Dollars ($1,000,000.00) and in an integral  multiple
of  Two Hundred Fifty Thousand Dollars ($250,000.00) in the  case
of  Eurodollar  Loans and in the minimum amount  of  Two  Hundred
Fifty  Thousand Dollars ($250,000.00) and in an integral multiple
of  One  Hundred Thousand Dollars ($100,000.00) in  the  case  of
Floating  Rate Loans; provided, however, Borrower may not  borrow
more  than two (2) times in any calendar month.  Each advance  of
the  Revolving Loans hereunder shall be made by each Bank ratably
in  accordance  with  its  respective Revolving  Loan  Commitment
Percentage of such advance.

     2.3.   Paragraph   2.1   is  hereby   further   amended   in
Subparagraph  (B)  to  delete  everything  appearing  after   the
semicolon  and to insert in its place the following:   "provided,
no   more   than   an  aggregate  of  Eighteen  Million   Dollars
($18,000,000.00) may be outstanding at any one time for Letter of
Credit  Liabilities; and provided further, that the  Banks  shall
have no obligation to fund and/or issue a Letter of Credit if the
conditions  precedent  in  Paragraph  3.2  below  have  not  been
satisfied  nor shall the Banks have any obligation  to  fund  any
advances  or  issue  a  Letter  of  Credit  for  the  purpose  of
constructing any new Alumitech Plants if the conditions precedent
in  Paragraph  3.3 below have not been satisfied."  In  addition,
Subparagraph  (D) is hereby amended to delete the  last  sentence
thereof in its entirety.

     2.4.  Paragraph  2.5 is hereby amended  to  provide  that  a
facility  fee of $60,000 will be payable in full on the Amendment
No. 1 Effective Date to the Banks.
     

<PAGE 5>     
     
     2.5.  Paragraph 2.7 is hereby amended to replace the  figure
of Twenty Thousand Dollars ($20,000.00) with the figure of Thirty
Thousand  Dollars ($30,000.00), commencing with the  Agent's  fee
due  December 31, 1997.  In addition, the Borrowers shall  pay  a
fee  to  the Agent of Forty Thousand Dollars ($40,000.00)  on  or
before the Amendment No. 1 Effective Date.

     2.6.  Paragraphs 2.9, 2.10, 2.11, 2.12 and 2.13  are  hereby
renumbered,  respectively, as Paragraphs 2.10, 2.11,  2.12,  2.13
and 2.14, and a new Paragraph 2.9 is hereby inserted as follows:

          2.9   Letters of Credit.  Subject to the terms and
     conditions  of  this  Agreement,  the  Revolving   Loan
     Commitments may be utilized, upon the request of  Zemex
     Corporation, in addition to the Loans provided  for  by
     Paragraph 2.1, for the issuance by the Issuing Bank  of
     letters  of  credit  (collectively, but  excluding  the
     Existing  Pyron  Letter  of  Credit,  the  "Letters  of
     Credit")  for  the account of Zemex Corporation  and/or
     the  Borrower; provided that in no event shall (i)  the
     aggregate  amount of all Letter of Credit  Liabilities,
     together  with  the aggregate principal amount  of  the
     Loans exceed the aggregate amount of the Revolving Loan
     Commitments  as in effect from time to time,  (ii)  the
     outstanding  aggregate amount of all Letter  of  Credit
     Liabilities   exceed  $18,000,000.00  and   (iii)   the
     expiration  date of any Letter of Credit extend  beyond
     the  earlier of the Loan Termination Date and the  date
     twelve months following the issuance of such Letter  of
     Credit.   The  following  additional  provisions  shall
     apply to Letters of Credit:

               (A)   Zemex  Corporation and/or the  Borrower
     shall  give  the  Agent at least three  Business  Days'
     irrevocable  prior  notice  (effective  upon   receipt)
     specifying  the Business Day (which shall be  no  later
     than  90 days preceding the Loan Termination Date) each
     Letter  of  Credit  is to be issued and  describing  in
     reasonable detail the proposed terms of such Letter  of
     Credit  (including its beneficiary) and the  nature  of
     the   transactions  or  obligations  proposed   to   be
     supported  (including whether such Letter of Credit  is
     to be a commercial letter of credit or a standby letter
     of  credit).   Zemex  Corporation and/or  the  Borrower
     shall  be the account party for each Letter of  Credit,
     including  Letters of Credit issuable to a  beneficiary
     having  a claim or potential claim against a Subsidiary
     of Zemex Corporation.

               (B)  On each day during the period commencing
     with the issuance by the Issuing Bank of any Letter  of
     Credit  and  until  such Letter of  Credit  shall  have
     expired or been terminated or, if drawn upon, until the
     resulting    Reimbursement   Obligations   have    been
     reimbursed  in  full  by  the  Borrower  and/or   Zemex
     Corporation   (whether  by  a  borrowing   under   this
     agreement  or otherwise), the Revolving Loan Commitment
     of  each  Bank shall be deemed to be utilized  for  all
     purposes of this Agreement in an amount equal  to  such
     Bank's Revolving Loan Commitment Percentage of the then
     Letter  of  Credit  Liabilities  associated  with  such
     Letter  of  Credit.  Each Bank (other than the  Issuing
     Bank)  agrees that, upon the issuance of any Letter  of
     Credit  it  shall automatically acquire a participation
     in  the  Issuing Bank's liability under such Letter  of
     Credit in an amount equal to such Bank's Revolving Loan
     Commitment Percentage of such liability, and each  Bank
     (other than the Issuing Bank) thereby shall absolutely,
     unconditionally  and  irrevocably  assume,  as  primary
     obligor and not as surety, and shall be unconditionally
     obligated to the Issuing Bank to pay and discharge when
     due,  its Revolving Loan Commitment Percentage  of  the
     Issuing Bank's liability under such Letter of Credit.


<PAGE 6>

               (C)  Upon receipt from the beneficiary of any
     Letter  of Credit or any demand for payment under  such
     Letter  of  Credit,  the Issuing  Bank  shall  promptly
     notify  the Borrower and/or Zemex Corporation  (through
     the Agent) of the amount to be paid by the Issuing Bank
     as  a  result  of  such demand and the  date  on  which
     payment  is  to  be made by the Issuing  Bank  to  such 
     beneficiary  in respect of such demand.   The  Borrower
     hereby unconditionally agrees to pay and reimburse  the
     Agent for the account of the Issuing Bank and the other
     Banks  with respect to their Letter of Credit  Interest
     for  the  amount of each demand for payment under  such
     Letter  of  Credit  at or prior to the  date  on  which
     payment  is  to  be  made by the Issuing  Bank  to  the
     beneficiary  under  such  Letter  of  Credit,   without
     presentment,  demand, protest or other  formalities  of
     any  kind.  Any amounts not so paid or borrowed as  set
     forth  in (D) below shall bear interest at the  rate(s)
     specified  in  the  Letter of Credit Documents  or,  if
     higher, at the rate(s) specified on the Revolving Notes
     (including the Default Rate, if applicable).

               (D)   Forthwith upon its receipt of a  notice
     referred  to in clause (C) of this Paragraph  2.9,  the
     Borrower  shall  advise the Agent whether  or  not  the
     Borrower  intends  to  borrow under  Paragraph  2.1  to
     finance  the  obligation to reimburse the Issuing  Bank
     for  the amount of the related demand for payment  and,
     if  it  does,  submit  a notice of  such  borrowing  as
     provided  in  Paragraph 2.4.  In  the  event  that  the
     Borrower  fails  to  so advise the Agent,  and  if  the
     Borrower  fails  to reimburse the Issuing  Bank  for  a
     demand for payment under a Letter of Credit by the date
     of  such payment, the Agent shall give each Bank prompt
     notice  of  the  amount  of  the  demand  for  payment,
     specifying   such  Bank's  Revolving  Loan   Commitment
     Percentage  of  the  amount of the related  demand  for
     payment,  and the Borrower shall be deemed  in  default
     hereunder for breaching Subparagraph 2.9(C) above.

               (E)   Each Bank (other than the Issuing Bank)
     shall  pay to the Agent for the account of the  Issuing
     Bank in Dollars and in immediately available funds, the
     amount   of   such  Bank's  Revolving  Loan  Commitment
     Percentage  of  any payment under a  Letter  of  Credit
     (excluding  the  Existing Pyron Letter  of  Credit  for
     which separate provision has been made) upon notice  by
     the  Agent  to  such Bank requesting such  payment  and
     specifying  such amount as provided in  clause  (D)  of
     this  Paragraph  2.9.  Each such Bank's  obligation  to
     make such payments to the Agent for the account of  the
     Issuing  Bank  under this clause (E), and  the  Issuing
     Bank's right to receive the same, shall be absolute and
     unconditional  and  shall  not  be  affected   by   any
     circumstance whatsoever, including (i) the  failure  of
     any  other  Bank to make its payment under this  clause
     (E),  the financial condition of the Borrower  (or  any
     other  account party), the existence of any Default  or
     (ii)  the  termination of the Commitments.   Each  such
     payment  to the Issuing Bank shall be made without  any
     offset, abatement, withholding or reduction whatsoever;
     provided,  nothing  contained in  the  foregoing  shall
     limit  the  Issuing  Bank's  liability  for  its  gross
     negligence or willful misconduct in improperly honoring
     a draft drawn under a Letter of Credit.

               (F)   Upon  the making of each payment  by  a
     Bank  to the Issuing Bank pursuant to clause (E)  above
     in  respect  of any Letter of Credit, such Bank  shall,
     automatically  and without any further  action  on  the
     part  of  the  Agent, the Issuing Bank  or  such  Bank,
     acquire (i) a participation in any amount equal to such
     payment  in the Reimbursement Obligation owing  to  the
     Issuing  Bank by the Borrower and/or Zemex  Corporation
     under  this  Agreement and under the Letter  of  Credit
     Documents relating to such Letter of Credit and (ii)  a
     participation  in  a percentage equal  to  such  Bank's
     Revolving Loan Commitment Percentage in any interest or
     other  amounts  payable  by the Borrower  and/or  Zemex
     Corporation  under such Letter of Credit Documents  and
     the   other   Loan   Documents  in  respect   of   such
     Reimbursement  Obligation (other than the  commissions,
     charges, costs and expenses payable to the Issuing Bank
     pursuant  to clause (G) of this Paragraph  2.9).   Upon
     receipt by the Issuing Bank from or for the account  of
     the Borrower and/or Zemex Corporation of any payment in
     respect  of  any Reimbursement Obligation or  any  such
     interest  or other amount (including by way of  set-off
     or  application of proceeds of any collateral security)
     the  Issuing Bank shall promptly pay to the  Agent  for
     the  account  of  each Bank who shall  have  previously
     assumed  a  participation in such payment under  clause
     (ii)  above,  such  Bank's  Revolving  Loan  Commitment
     Percentage  of such payment, each such payment  by  the
     Issuing Bank to be made in the same money and funds  in
     which  received by the Issuing Bank.  In the event  any
     payment received by the Issuing Bank and so paid to the
     Banks is rescinded or must otherwise be returned by the
     Issuing Bank, each Bank shall, upon the request of  the
     Issuing  Bank (through the Agent), repay to the Issuing
     Bank  (through  the Agent) the amount of  such  payment
     paid  to such Bank, with interest at the rate specified
     in clause (J) of this Paragraph 2.9.


<PAGE 7>

               (G)   Borrower shall pay to the Agent for the
     account  of each Bank a letter of credit fee in respect
     of  each  Letter of Credit on the daily average undrawn
     face  amount  of such Letter of Credit for  the  period
     from  and including the date of issuance of such Letter
     of  Credit  to  and including the date such  Letter  of
     Credit is drawn in full, expires or is terminated (such
     fee to be non-refundable, to be paid in arrears on each
     Quarterly Date and on the Loan Termination Date and  to
     be  calculated, for any day, after giving effect to any
     payments made under such Letter of Credit on such  day)
     in  an amount equal to two percent (2.0%) per annum or,
     for  any  Quarterly Period prior to the  first  day  of
     which (and in any event no later than 45 days after the
     end  of  the fiscal quarter most recently ended)  Zemex
     Corporation has delivered to the Agent a certificate of
     Zemex  Corporation calculating the Funded Debt to  Cash
     Flow  Ratio  as at the last day of such fiscal  quarter
     (other than such portion of such period during which  a
     Default shall be continuing), the percentage per  annum
     set forth below opposite the Funded Debt to Capital for
     Zemex  Corporation  and its Subsidiaries  reflected  on
     such certificate:

     Funded Debt to Capital                  Percentage Rate

     Equal to or Greater than 35%            2.00% per annum

     Equal to or Greater than 25% 
        and Less Than 35%                    1.50% per annum

     Less than 25%                           1.00% per annum

     Provided,  following  the  occurrence  and  during  the
     continuation  of  any Event of Default  hereunder,  the
     letter of credit fee shall be that letter of credit fee
     otherwise  due  hereunder  plus  an  additional   three
     percent (3%) per annum.

     All  calculations  of Letter of Credit  fees  shall  be
     based  on a 360 day year counting the actual number  of
     elapsed days.

               (H)   Upon the request of any Bank from  time
     to time, the Issuing Bank shall deliver any information
     reasonably requested by such Bank with respect to  each
     Letter of Credit then outstanding.

               (I)  The issuance by the Issuing Bank of each
     Letter  of Credit shall be subject, in addition to  the
     conditions precedent set forth in Paragraphs  3.2  and,
     if  applicable,  3.3, to the conditions precedent  that
     (i)  such  Letter  of Credit shall  be  in  such  form,
     contain  such  terms and support such  transactions  as
     shall  be  satisfactory to the Issuing Bank  consistent
     with  its  then  current practices and procedures  with
     respect  to letters of credit of the same type  and  if
     the  stated  amount  of the Letter  of  Credit  exceeds
     $1,000,000,  shall also be in such form,  contain  such
     terms  and  support  such  transactions  as  shall   be
     satisfactory  to  the  Majority  Banks,  and  (ii)  the
     Borrower  and/or Zemex Corporation shall have  executed
     and  delivered such applications, agreements and  other
     instruments  relating to such Letter of Credit  as  the
     Issuing Bank shall have reasonably requested consistent
     with  its  then  current practices and procedures  with
     respect to letters of credit of the same type; provided
     that  in  the  event of any conflict between  any  such
     application,  agreement  or other  instrument  and  the
     provisions  of this Agreement, the provisions  of  this
     Agreement shall control.

               
<PAGE 8>              
               
               
        (J)   To the event that any Bank fails to pay
     any  amount required to be paid pursuant to clause  (E)
     or  (F) of this Paragraph 2.9 when due, such Bank shall
     pay interest to the Issuing Bank (through the Agent) on
     such  amount  from and including such due date  to  but
     excluding the date such payment is made (i) during  the
     period  form  and  including  such  due  date  to   but
     excluding the date three Business Days thereafter, at a
     rate  per annum equal to the Federal Funds Rate (as  in
     effect  from  time to time) and (ii) thereafter,  at  a
     rate per annum equal to the Prime Rate plus 2.0%.

               (K)   The issuance by the Issuing Bank of any
     modification  or  supplement to any  Letter  of  Credit
     shall  be  subject  to  the same conditions  applicable
     under this Paragraph 2.9 to the issuance of new Letters
     of Credit, and no such modification or supplement shall
     be  issued  unless either (x) the respective Letter  of
     Credit  as affected by such action would have  complied
     with  such conditions had it originally been issued  in
     such  modified  or supplemented form or (y)  each  Bank
     shall   have   consented   to  such   modification   or
     supplement.

               (L)   The obligations of the Borrower  and/or
     Zemex  Corporation under this Paragraph  2.9  shall  be
     unconditional and absolute and shall not  be  affected,
     modified or impaired, upon the happening at any time or
     from  time to time of any event, including any  of  the
     following, whether or not with notice to or the consent
     of the Borrower and/or Zemex Corporation:

                    1.      the    compromise,   settlement,
     release,  modification, amendment (whether material  or
     otherwise)  or  termination  of  any  or  all  of   the
     obligations, conditions covenants or agreements of  any
     Person in respect of any of the Loan Documents;

                    2.    the occurrence, or the failure  by
     the  Agent, any Bank or any other Person to give notice
     to   the  Borrower  and/or  Zemex  Corporation  of  the
     occurrence,  of  any Event of Default  or  any  default
     under any of the other Loan Documents;

                    3.    any failure, omission or delay  on
     the  part  of the Agent, any Bank, the Borrower,  Zemex
     Corporation or the beneficiary of any Letter of  Credit
     to enforce, assert or exercise any right, remedy, power
     or  privilege conferred by this Agreement or any of the
     Loan Documents, or any other act or acts on the part of
     the Agent, any Bank, the Borrower, Zemex Corporation or
     the beneficiary of any Letter of Credit;

                    4.     the   voluntary  or   involuntary
     liquidation, dissolution, sale or other disposition  of
     all or substantially all the assets of, the marshalling
     of  assets  and liabilities, receivership,  insolvency,
     bankruptcy,  assignment for the benefit  of  creditors,
     reorganization, arrangement, composition with creditors
     or  readjustment of, or other similar proceedings which
     affect,  the Borrower, Zemex Corporation or  any  other
     party to any of the Loan Documents;



<PAGE 9>

                    5.      any   lack   of   validity    or
     enforceability of this Agreement, any Letter of  Credit
     or  any  other  Loan  Document, or  any  allegation  of
     invalidity or unenforceability or any contest  of  such
     validity or enforceability;

                    6.    the  existence of any claim,  set-
     off,  defense or other right which the Borrower  and/or
     Zemex  Corporation  may have at any  time  against  the
     Agent, any Bank or any beneficiary or any transferee of
     any  Letter  of Credit (or any persons or entities  for
     whom the Bank or any such beneficiary or transferee may
     be  acting), or any other Person, whether in connection
     with  this Agreement or any of the other Loan Documents
     or  any  of the transactions contemplated by  any  Loan
     Document or any unrelated transaction;

                    7.   any statement in any certificate or
     any other document presented under any Letter of Credit
     proving   to   be   forged,  fraudulent,   invalid   or
     insufficient in any respect or any such statement being
     untrue or inaccurate in any respect whatsoever;

                    8.    payment by the Issuing Bank  under
     any  Letter of Credit against presentation of a  demand
     or  certificate which does not comply with the terms of
     such Letter of Credit;

                    9.     the   release  or  discharge   by
     operation   of   law  of  the  Borrower  and/or   Zemex
     Corporation form the performance or observance  of  any
     obligation, covenant or agreement contained in  any  of
     the Loan Documents; or

                    10.  any other circumstance or happening
     whatsoever,  whether  or not  similar  to  any  of  the
     foregoing.

               (M)    Without   affecting   the   Borrower's
     liability under Paragraph 10.7, the Borrower agrees  to
     indemnify each of the Issuing Bank, the Agent  and  the
     Banks   and  their  respective  affiliates,  directors,
     officers,  employees, attorneys and  agents  from,  and
     hold each of them harmless against, any and all losses,
     liabilities,  damages or expenses incurred  by  any  of
     them  in connection with or by reason of any actual  or
     threatened   investigation,   litigation    or    other
     proceeding  (including, in respect of the Issuing  Bank
     and  the Agent, any such investigations, litigation  or
     other  proceeding between the Issuing Bank or the Agent
     and  any  Bank)  relating  to  (a)  the  execution  and
     delivery  of any Letter of Credit; (b) the use  of  the
     proceeds of any drawing under any Letter of Credit;  or
     (c)  the  transfer or substitution of,  or  payment  or
     failure  to pay under, any Letter of Credit,  including
     the   reasonable  fees  and  disbursements  of  counsel
     incurred  in  connection with any  such  investigation,
     litigation or other proceeding, but excluding  damages,
     losses, liabilities or expenses to the extent, but only
     to  the  extent, incurred by reason of (x) the  willful
     misconduct or gross negligence of the Issuing  Bank  in
     determining  whether  a document  presented  under  any
     Letter of Credit complies with the terms of such Letter
     of  Credit or (y) in the case of the Issuing Bank, such
     Bank's failure to pay under any Letter of Credit  after
     presentation to it of documents strictly complying with
     the  terms and condition of such Letter of Credit.   It
     shall  not  be  a condition to any such indemnification
     that the Issuing Bank, the Agent or any Bank shall be a
     party  to any such investigations, litigation or  other
     proceeding.  Nothing in this Paragraph 2.9 is  intended
     to  limit the Borrower's or Zemex Corporation's payment
     obligations under this Agreement.

               (N)   The Borrower assumes all risks  of  the
     acts  or omissions of any beneficiary of any Letter  of
     Credit with respect to the use of the Letter of Credit.
     None of the Agent, any Bank nor any of their respective
     affiliates,  officers, directors, employees,  attorneys
     or  agents shall be liable or responsible for: (a)  the
     use  which may be made of the Letter of Credit  or  for
     any  acts or omissions of any beneficiary of any Letter
     of Credit in connection with such Letter of Credit; (b)
     the  validity, sufficiency or genuineness of  documents
     presented to the Issuing Bank, or of any endorsement on
     such  documents, even if such documents should in  fact
     prove   to   be   in  any  or  all  respects   invalid,
     insufficient, fraudulent or forged; (c) payment by  the
     Issuing Bank against presentation of documents which do
     not  comply  with  the terms of any Letter  of  Credit,
     including  failure  of  any  documents  to   bear   any
     reference  or  adequate reference  to  such  Letter  of
     Credit;  or  (d) any other circumstances whatsoever  in
     making  or failure to make payment under any Letter  of
     Credit;  provided that the Borrower shall have a  claim
     against the Issuing Bank to the extent, but only to the
     extent,  of  any  direct, as opposed to  consequential,
     damages  suffered  by the Borrower which  the  Borrower
     proves  were  caused by (i) the Issuing Bank's  willful
     misconduct or gross negligence in determining whether a
     document  presented under any Letter of Credit complies
     with  the  terms of such Letter of Credit or  (ii)  the
     Issuing Bank's willful failure to pay under the  Letter
     of   Credit  after  presentation  to  it  of  documents
     strictly  complying with the terms  and  conditions  of
     such  Letter  of  Credit.  In furtherance  and  not  in
     limitation  of  the  foregoing, the  Issuing  Bank  may
     accept  documents that appear on their face  to  be  in
     order,     without    responsibility    for     further
     investigation, regardless of any notice or  information
     to the contrary.


<PAGE 10>


     2.7.  Section  III  of the Agreement is  hereby  amended  to

renumber  Paragraph 3.3 as Paragraph 3.4, and  to  insert  a  new

Paragraph 3.3 as follows:

          "3.3  Alumitech  Plant Advances.   As  an  express
     condition   precedent  to  the  disbursement   of   any
     Revolving  Loans and/or the issuance of any  Letter  of
     Credit   in  connection  with  the  development  and/or
     construction of any new plant by or for Alumitech, Inc.
     or any Subsidiary thereof, the Agent and Banks shall be
     granted either:

               (A)   if  the  new plant is to be  owned  one
     hundred percent (100%) by Zemex Corporation, Alumitech,
     Inc.,  or any Subsidiary thereof, a first lien mortgage
     and  security  interest in all real property,  personal
     property,  and machinery and equipment associated  with
     the  new  plant  and  facility, in form  and  substance
     satisfactory to the Banks; or

               (B)   if  the new plant is to be owned  in  a
     joint  venture or partnership with a Person who is  not
     an  Affiliate of Zemex Corporation, then a  first  lien
     security  interest in the partnership or joint  venture
     interest  owned  by Zemex Corporation  or  one  of  its
     Subsidiaries in form and substance satisfactory to  the
     Banks,  including such written consents from the  other
     joint  venture  or partnership party as the  Banks  may
     require in their discretion;

     provided, prior to the issuance of any Letter of Credit
     to  support  the financing of such a plant,  the  Banks
     must  also  approve in their discretion the  terms  and
     conditions of any underlying financing which the Letter
     of Credit is intended to enhance; and provided further,
     prior  to the issuance of any Letter of Credit  or  the
     advancement of any Revolving Loans, the Banks must also
     approve  the  construction  budget,  the  draw  request
     procedure, the contractor and architect, and such other
     matters  as  are typically reviewed and/or approved  by
     Banks  in  initiating and administering a  construction
     loan.

     2.8.  Each  of   Alumitech,  Inc., a  Delaware  corporation,

Engineered  Thermal Systems, Inc., an Ohio corporation,  Aluminum

Waste  Technology, Inc., a Delaware corporation, AWT  Properties,

Inc., an Ohio corporation, and Zemex Industrial Minerals, Inc., a

Delaware corporation, hereby grants and ratifies and confirms the

grant of the security interest by it contained in Paragraphs  4.2

and  4.4 of the Agreement as security for the prompt satisfaction

of  all  Obligations  and  all  Guaranties  of  the  Obligations,

including  without  limitation  the  Guaranties  required  to  be

executed by each of them pursuant to Paragraph 4.1(e) below.


<PAGE 11>


     2.9.  Paragraph 6.17 is hereby amended to replace the figure

of  0.40  in Subparagraph (B) with the figure of 0.45, to replace

the  ratio  of 3.0 to 1.0 in Subparagraph (C) with the  ratio  of

3.50  to  1.0,  and  to  replace the ratio  of  1.35  to  1.0  in

Subparagraph (D) with the ratio of 1.25 to 1.00.

     2.10.      Subparagraph 7.2(B) is hereby amended  to  insert

the  words  "Existing Pyron" before the term  "Letter  of  Credit

Facility" where it appears therein.

     2.11.      Paragraph  7.9 is hereby amended in  subparagraph

(iii)  thereof to insert "Existing Pyron" before the term "Letter

of Credit Reimbursement Agreement."

     2.12.     Paragraph 7.16(F) is hereby amended to delete  the

clause  "and a Participating Subsidiary" and to replace  it  with

the  clause  "and be considered by the Banks for inclusion  as  a

Participating Subsidiary".

     2.13.       Paragraph  7.17  is  hereby  amended  to  delete

everything  after "Five Million Dollars ($5,000,000.00)"  and  to

insert instead the clause "in any fiscal year."

     2.14.      Paragraph  8.1 is hereby amended in  subparagraph

(M)  to  insert the words "Existing Pyron" in front of the  terms

"Letter  of  Credit Facility" and "Letter of Credit Reimbursement

Agreement."  In addition, a new subparagraph (P) is hereby  added

thereto as follows:

          "(P)   A breach or default shall occur  under

          any Letter of Credit Document."

     2.15.      Paragraph  9.9 is hereby amended  to  delete  the

first sentence thereof in its entirety and to replace it with the

following:

          "Except  as may be provided in other sections
          of   this   Agreement,  including  Paragraphs
          2.14(B) and 7.2, all of the funds received by
          Banks, or any of them, with the exception  of
          funds  received  by The Chase Manhattan  Bank
          with respect to the Existing Pyron Letter  of
          Credit   Reimbursement  Agreement  shall   be
          allocated  pro  rata  among  all   Banks   in
          proportion  to  their respective  outstanding
          Loan  balances and Reimbursement Obligations,
          if any; provided, following the occurrence of
          an  Event of Default and the acceleration  of
          the  Obligations, all funds received  by  the
          Banks  thereafter  shall,  unless  the  Banks
          otherwise  agree, be allocated in  proportion
          to  the  sum  of their respective outstanding
          Loan  balances, Letter of Credit Liabilities,
          and   Existing   Pyron   Letter   of   Credit
          Liabilities."


<PAGE 12>


     2.16.      Paragraph 9.11 is hereby amended  to  delete  the

clause  in  the  first sentence "in proportion to the  Letter  of

Credit  Liabilities and the respective outstanding Loan  amounts"

and to replace it with the clause "in proportion to the Letter of

Credit   Liabilities,  the  Existing  Pyron  Letter   of   Credit

Liabilities and the respective outstanding Loan amounts."

     2.17.      Exhibit N to the Agreement is hereby supplemented

by   adding  thereto  the  additional  environmental  disclosures

contained in Exhibit N-1 attached hereto and incorporated  herein

by  reference.   The Borrower and its Participating  Subsidiaries

hereby  warrant that, except as may be disclosed on Exhibit  N-1,

the   respective  assets  and  operations  of  Alumitech,   Inc.,

Engineered  Thermal  Systems, Inc.,  Aluminum  Waste  Technology,

Inc.,  AWT  Properties, Inc. and Zemex Industrial Minerals,  Inc.

are in compliance in all material respects with all Environmental

Laws and are in a clean and healthful condition, free of asbestos

and  of  all  contamination  by  Hazardous  Materials  and  other

potentially harmful chemical or physical conditions; all  storage

tanks  (whether  above or below ground) located  in  or  on  such

plants, facilities and properties are in sound condition, free of

corrosion  or leaks that could allow or threaten the  release  of

any  stored material; and no Hazardous Materials are  or  to  the

best of Borrower's knowledge, have been used, stored, treated  or

disposed of in violation of applicable Laws and regulations.   No

Borrower  or  Participating Subsidiary  is  a  defendant  in  any

administrative  or  judicial  actions  alleging  liability  under

CERCLA  with respect to such properties and assets, nor  has  any

Borrower or Participating Subsidiary received a notice that it is

a  potentially  responsible party under CERCLA or  other  similar

state Laws.

     2.18.      The  Agreement  is  hereby  modified  to  replace

Chemical Bank wherever such name appears with The Chase Manhattan

Bank.

     3.    Representations and Warranties.  To induce  the  Banks

and  the  Agent to enter into this Amendment No. 1, Borrower  and

Guarantors  jointly and severally represent and  warrant  to  the

Banks and the Agent as follows:

     3.1.   Incorporation.   Alumitech,  Inc.,   Aluminum   Waste

Technology,  Inc.  and  Zemex  Industrial  Minerals,   Inc.   are

corporations  duly  organized,  validly  existing  and  in   good

standing  under the laws of the State of Delaware, and Engineered

Thermal  Systems, Inc. and AWT Properties, Inc. are  corporations

duly  organized, validly existing and in good standing under  the

laws  of  the  State of Ohio; each of said corporations  has  the

lawful  power to own its properties and to engage in the business

it conducts, and each is duly qualified and in good standing as a

foreign  corporation in the jurisdictions wherein the  nature  of

the  business transacted by it or property owned by  it  is  both

material  and  makes  qualification necessary;  Zemex  Industrial

Minerals, Inc. has its chief executive office and principal place

of   business  in  Atlanta,  Georgia  and  each  of   the   other

corporations  has its chief executive office and principal  place

of business located at Streetsboro, Portage County, Ohio; each of

Alumitech,  Inc.,  Aluminum  Waste Technology,  Inc.,  Engineered

Thermal Systems, Inc., and AWT Properties, Inc. has its equipment

and  inventory located in the State of Ohio and Zemex  Industrial

Minerals, Inc. has all of its inventory and equipment located  in

Atlanta, Georgia.


<PAGE 13>


     3.2.  Due  Authorization, No Conflicts, Etc.  The execution,

delivery and performance by the Borrower and Guarantors  of  this

Amendment No. 1 and any and all other agreements, instruments and

documents to be executed and/or delivered by the Borrower or  any

Guarantor  pursuant  hereto or in connection  herewith,  and  the

consummation  by Borrower and Guarantors of the transactions  con

templated hereby or thereby:  (a) are within the corporate powers

of each; (b) have been duly authorized by all necessary corporate

action, including without limitation, the consent of stockholders

where  required;  (c)  do  not and will not  (i)  contravene  the

respective  certificate  of incorporation  or  by-laws  or  other

comparable governing documents of Borrower or any Guarantor, (ii)

violate  any  Laws,  or  any order or  decree  of  any  court  or

governmental authority, or (iii) conflict with or result  in  the

breach of, or constitute a default under, or result in the  termi

nation of, any material contractual obligation of Borrower or any

Guarantor, and (d) do not require the consent, authorization  by,

or approval of, or notice to, or filing or registration with, any

governmental authority or any other Person other than those which

have been obtained and copies of which have been delivered to the

Agent pursuant to Subsection 4.1(a)(ii) hereof, each of which  is

in full force and effect.

     3.3.  Due Execution, Etc.  This Amendment No. 1 and each  of

the  other  agreements, instruments and documents to be  executed

and/or delivered by Borrower or any Guarantor pursuant hereto  or

in connection herewith  (a) has been duly executed and delivered,

and  (b)  constitutes the legal, valid and binding obligation  of

each,  enforceable  against  it in  accordance  with  its  terms,

subject  however  to  state and federal  bankruptcy,  insolvency,

reorganization  and other laws and general principles  of  equity

affecting enforcement of the rights of creditors generally.


<PAGE 14>


     3.4.  Real  Property.   The Borrower and  its  Participating

Subsidiaries have good and marketable title to the Real  Property

subject  to no encumbrances other than Permitted Liens and  those

noted in the Deeds of Trust originally executed and delivered  on

March 15, 1995.

     4.     Conditions  Precedent.   The  effectiveness  of  this

Amendment  No.  1 is subject to the fulfillment of the  following

conditions precedent on or prior to the Amendment No. 1 Effective

Date (as hereinafter defined in Section 5 hereof):

     4.1. Conditions Precedent to Effectiveness of Amendment  No.

1.   The  Agent shall have received, on or prior to the Amendment

No.  1  Effective Date, the following, each dated on or prior  to

the Amendment No. 1 Effective Date unless otherwise indicated, in

form  and  substance satisfactory to the Agent and in  sufficient

copies for each Bank:

          (a)   Certified  copies of (i) the resolutions  of  the

Board of Directors of Borrower and each Guarantor approving  this

Amendment No. 1 and each other agreement, instrument or  document

to be executed by them pursuant hereto or as contemplated hereby,

and  (ii)  all  documents  evidencing other  necessary  corporate

action  and  required  governmental and  third  party  approvals,

licenses  and consents with respect to this Amendment No.  1  and

the transactions contemplated hereby.

          (b)   A  certificate of the Secretary or  an  Assistant

Secretary of Borrower and each Guarantor certifying the names and

true  signatures of the officers of Borrower and  each  Guarantor

who  have  been authorized to execute on behalf of  Borrower  and

such  Guarantor  this  Amendment No. 1 and any  other  agreement,

instrument or document executed or to be executed by Borrower and

any Guarantor in connection herewith.

          (c)   A certificate dated the Amendment No. 1 Effective

Date  signed by the President or any Vice-President of  Borrower,

to the following effect:


<PAGE 15>

                    (i)   The  representations and warranties  of

          the Borrower contained in Sections 3.1, 3.2 and 3.3  of

          this Amendment No. 1 are true and correct on and as  of

          such date as though made on and as of such date;

                    (ii)  No  Default  or Event  of  Default  has

          occurred and is continuing, and no Default or Event  of

          Default would result from the execution and delivery of

          this   Amendment   No.  1  or  the  other   agreements,

          instruments and documents contemplated hereby; and

                    (iii)           The  Borrower  has  paid   or

          agreed to pay all amounts payable by it pursuant to the

          Agreement   as   amended  hereby  (including,   without

          limitation,  all  legal  fees and  expenses  of  Banks'

          counsel incurred in connection herewith) to the  extent

          then due and payable.

               (d)    Two  (2)  original  Revolving  Notes   duly

executed  by  Zemex  Corporation and  The  Feldspar  Corporation,

jointly  and  severally,  in  the  amount  of  $15,000,000  each,

evidencing the renewal, modification and increase of the existing

Revolving Notes, in the form attached hereto as Exhibit A-1.

               (e)  An original Guaranty and Suretyship Agreement

duly executed by each of Alumitech, Inc., a Delaware corporation,

Engineered  Thermal Systems, Inc., an Ohio corporation,  Aluminum

Waste   Technology,  Inc.,  a  Delaware  corporation,   and   AWT

Properties,  Inc.,  an  Ohio corporation,  and  Zemex  Industrial

Minerals,  Inc.,  a  Delaware corporation, in the  form  attached

hereto  as Exhibit B, together with Amended and Restated Guaranty

and  Suretyship  Agreements executed by Pyron Corporation,  Pyron

Metal Powders, Inc., Suzorite Mineral Products, Inc. and Suzorite

Mica Products, Inc. Les Produits Mica Suzorite, Inc.

               (f)    Such  UCC financing statements  as  may  be

required  by  the  Banks,  showing  Alumitech,  Inc.,  Engineered

Thermal  Systems,  Inc.,  Aluminum Waste  Technology,  Inc.,  AWT

Properties,  Inc.,  and Zemex Industrial Minerals,  Inc.  as  the

debtors therein.


<PAHE 16>


               (g)   An  original Amendment No. 1 to Stock Pledge

Agreement duly executed by Zemex Corporation in the form attached

hereto  as  Exhibit C, and Stock Pledge Agreements  in  the  form

attached hereto as Exhibit D, duly executed by each of Alumitech,

Inc. and AWT Properties, Inc.

               (h)   A favorable opinion of Messrs. Davis, Graham

&  Stubbs, L.L.P., counsel to the Borrower, in substantially  the

form  of  Exhibit E hereto, and as to such other matters  as  any

Bank, through the Agent, may reasonably request.

               (i)   A  favorable opinion of Messrs. Smith Lyons,

special Canadian counsel, in substantially the form of Exhibit  F

hereto.

               (j)     Duly   executed   Amended   and   Restated

Environmental  Indemnity  Agreement  of  the  Borrower  and   the

Guarantors with respect to all real property owned or  leased  by

any of them.

               (k)   Duly  executed First Amendment to the  North

Carolina  Commercial  Deed of Trust and  Security  Agreement  for

Securing Revolving Line of Credit and Other Indebtedness and  the

recordation of same in the Register of Deeds for Mitchell County,

North  Carolina  together with the receipt by  the  Agent  of  an

endorsement to the Lawyers Title Insurance Corporation  Mortgagee

Loan  Policy #135-00-780-653 reflecting the recordation  of  said

First  Amendment and bringing forward the effective date  of  the

Mortgagee  Title  Insurance Policy without any  other  change  or

modification.

               (l)   Duly executed First Amendment to the  Jasper

County,  Georgia  Commercial Deed to  Secure  Debt  and  Security

Agreement  and the recordation of same in the Clerk's  Office  of

the Superior Court for Jasper County, Georgia.

               (m)   Duly executed First Amendment to the  Greene

County,  Georgia  Commercial Deed to  Secure  Debt  and  Security

Agreement  and the recordation of same in the Clerk's Office  for

the Superior Court for Greene County, Georgia.

          5.    Effectiveness of Amendment No. 1.  This Amendment

No. 1 and the Exhibits attached hereto shall become effective  at

such  time as (a) each of the conditions precedent set  forth  in

Section   4.1   hereof  shall  have  been  satisfied,   and   (b)

counterparts  of this Amendment No. 1, executed and delivered  by

the  Borrowers, the Banks and the Agent shall have been  received

by  the  Agent (or, alternatively, confirmation of the  execution

hereof  by  such parties shall have been received by the  Agent).

The  date upon which the conditions described in clauses (a)  and

(b)  of  the  foregoing  sentence shall have  been  fulfilled  is

referred to herein as the "Amendment No. 1 Effective Date".



<PAGE 17>


          6.    Closing.  The Closing under this Amendment No.  1

shall  occur  on the Amendment Effective Date at the  offices  of

Boult, Cummings, Conners & Berry, 1 NationsBank Plaza, Nashville,

Tennessee   37219,  or such other location  as  the  parties  may

agree.

          7.    Post  Closing Deliveries.  The Borrower covenants

to deliver to the Agent on behalf of the Banks:  (a) on or before

March 27, 1997, terminations of all UCC statements filed by  Ohio

Savings  Bank and ORIX Credit Alliance, Inc. against any  of  the

Subsidiaries of Alumitech, Inc., including without limitation AWT

Properties, Inc., together with such other evidence as the  Banks

may  request  showing that the outstanding indebtedness  to  Ohio

Savings  Bank  and ORIX Credit Alliance, Inc. has  been  paid  in

full,  and  (b)  on  or  before May 12, 1997,  a  fully  executed

Collateral Mortgage Modification Agreement substantially  in  the

form  attached  hereto  as  Exhibit  G  amending  the  Collateral

Mortgage  and Security Agreement from Pyron Corporation  and  the

Niagara  County  Industrial Development Agency to NationsBank  of

Tennessee, N.A. as Agent for itself and the Chase Manhattan  Bank

(formerly Chemical Bank) dated March 15, 1995 and recorded in the

Clerk's  Office for Niagara County, New York in Liber 3047,  page

178,  together with evidence of the approval of said Modification

by  the  Niagara  County  Industrial Development  Agency  and  an

endorsement  to  the  Ticor  Title  Mortgagee  Policy  of   Title

Insurance No. 5295-25021 bringing forward its effective  date  to

the   date   of  the  recordation  of  the  Collateral   Mortgage

Modification  Agreement  without showing  any  other  changes  to

title.  Borrower's failure to comply herewith shall constitute an

Event of Default.

          8.   Governing Law, Etc.  This Amendment No. 1 shall be

governed  by, and construed in accordance with, the laws  of  the

State  of Tennessee as provided in Section 10.9 of the Agreement,

which Section is incorporated herein by reference and made a part

hereof as though set forth in full herein.

          9.   Section Titles and Table of Contents.  The Section

Titles  and Table of Contents contained in this Amendment  No.  1

are  and shall be without substantive meaning or content  of  any

kind  whatsoever  and are not a part of the agreement  among  the

parties hereto.


<PAGE 18>


          10.    Waiver  of  Jury  Trial.   EACH  PARTY   HERETO,

INCLUDING  THE  BORROWER, EACH SUBSIDIARY,  THE  BANKS,  AND  THE

AGENT, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE  (TO

THE EXTENT PERMITTED BY APPLICABLE LAWS) ANY RIGHTS THEY MAY HAVE

TO  A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER, RELATING TO, OR

CONNECTED  WITH  THIS  AGREEMENT, THE  COLLATERAL  OR  ANY  OTHER

AGREEMENT,   INSTRUMENT  OR  DOCUMENT  CONTEMPLATED   HEREBY   OR

DELIVERED IN CONNECTION HEREWITH AND AGREE THAT ANY SUCH  DISPUTE

SHALL  BE  TRIED  BEFORE A JUDGE SITTING WITHOUT  A  JURY.   THIS

PROVISION  IS A MATERIAL INDUCEMENT FOR THE BANKS' AND THE  AGENT

ENTERING INTO THIS AGREEMENT.

          11.   Counterparts.   This  Amendment  No.  1  may   be

executed  in any number of counterparts and by different  parties

hereto  in separate counterparts, each of which when so  executed

shall be deemed to be an original and all of which taken together

shall constitute one and the same instrument.

          12.    Agreement  to  Remain  in  Effect.   Except   as

expressly   provided  herein,  the  Agreement  and   each   other

Collateral Document shall be and shall continue in full force and

effect in accordance with its respective terms.

          IN WITNESS WHEREOF, the parties hereto have caused this

Amendment  No.  1  to  be executed by their  respective  officers

thereunto duly authorized, as of the date first above written.


AGENT                            BORROWER

NATIONSBANK OF TENNESSEE, N.A.,    ZEMEX CORPORATION
as Agent


BY:                              BY:

TITLE:                           TITLE:


                                 BY:

                                 TITLE:


<PAGE 19>



BANKS

NATIONSBANK OF TENNESSEE, N.A.  THE FELDSPAR CORPORATION


BY:                              BY:

TITLE:                           TITLE:




THE CHASE MANHATTAN BANK         GUARANTORS AND PARTICIPATING
(formerly Chemical Bank)         SUBSIDIARIES

                                 PYRON CORPORATION
BY:

TITLE:                           BY:

                                 TITLE:


                                 PYRON METAL POWDERS, INC.
          

                                 BY:

                                 TITLE:


                                 SUZORITE MICA PRODUCTS INC.  LES
                                 PRODUITS MICA SUZORITE INC.


                                 BY:

                                 TITLE:


                                 SUZORITE MINERAL PRODUCTS, INC.


                                 BY:

                                 TITLE:


<PAGE 20>



                                 ALUMITECH, INC.


                                 BY:

                                 TITLE:


                                 ENGINEERED THERMAL SYSTEMS,INC.


                                 BY:

                                 TITLE:


                                 ALUMINUM WASTE TECHNOLOGY, INC.


                                 BY:

                                 TITLE:


                                 AWT PROPERTIES, INC.


                                 BY:

                                 TITLE:


                                 ZEMEX INDUSTRIAL MINERALS, INC.


                                 BY:

                                 TITLE: