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EXHIBIT 10.5

                      MANAGEMENT AGREEMENT
                      --------------------

     This Agreement made and entered into as of the 11th day of
August, 1995, by and between Petrolite Corporation, a Delaware
Corporation, 369 Marshall Avenue, St. Louis, MO 63119 (the
"Company"), and Paul H. Hatfield, 12444 Powerscourt Drive,
Suite 300, St. Louis, Missouri  63131  (the "Manager").

                           WITNESSETH:

     WHEREAS, the Company desires to engage the services of Manager
in accordance with the terms and conditions of this Agreement; and

     WHEREAS, Manager desires to perform services for the Company
in accordance with the terms and conditions of this Agreement;

     NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained, the parties hereto agree as follows:

     1.   SCOPE OF WORK.  The Manager shall provide management
services to the Company, particularly with regard to the Company's
Chemicals Group.  The Manager shall report to the Chief Executive
Officer of the Company but shall be free to set his own hours.

     2.   PAYMENT.  In consideration of the services to be provided
hereunder, the Company shall pay Manager, during the term of this
Agreement, the sum of $125,000, payable in 12 monthly installments
in accordance with the Company's general practice, beginning
August 31, 1995.  In addition,  Company shall offer to enter into
that certain Stock Option Agreement of even date attached hereto as
Exhibit A and incorporated by reference herein.  Manager shall not
be entitled to any other compensation or remuneration for his
services provided hereunder.

     3.   INDEPENDENT CONTRACTOR.  Manager shall be an independent
contractor with respect to Manager's performance of all services
rendered hereunder and Manager shall not be deemed for any purpose
to be an employee, agent, servant or representative of Company in
the performance of any service hereunder.  The actual performance
and superintendence of all services performed hereunder shall be by
Manager.

     4.   TAXES.  Manager shall pay all taxes, licenses and fees
levied or assessed against Manager in connection with or incident
to Manager's performance of this Agreement by any governmental
agency for unemployment compensation insurance, old age benefits,
social security, or any other taxes upon the remuneration of
Manager.  Should Manager fail to pay any such tax or governmental
charge Company may, but shall not be required to, make such payment
for the account of Manager.  In such event, Manager agrees to
furnish Company with all information required to enable Company to
make any such payments or reports and Manager shall reimburse
Company promptly for all such amounts paid by Company.


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     5.   REIMBURSEMENT OF EXPENSES.  Company will reimburse
Manager for reasonable travel and other expenses incurred by
Manager in connection with the services provided by Manager
hereunder upon Company's approval of Manager's written submission
of an itemized account of such expenses.

     6.   TERM.  This Agreement shall become effective on the day
referenced above, and shall continue in force and effect through
August 10, 1996, unless terminated earlier by either party as
provided herein.  Either party may terminate this Agreement by
giving the other party 60 calendar days' notice in writing to that
effect at the respective address set forth above.  Such
termination, however, shall not relieve either party of its
liabilities arising from or incident to services performed prior to
termination of this Agreement.  Manager shall be entitled only to
that remuneration accrued or vested prior to such date of
termination.

     7.   SPECIAL COVENANTS BY MANAGER.

          A.   Covenant Not to Compete.  Manager acknowledges
     expressly that Company has developed and established a
     valuable and extensive worldwide trade in its products and
     that its customers, which have been established and maintained
     at substantial expense, are of great value to the Company.  In
     further consideration for the covenants and agreements of
     Company herein set forth, Manager covenants to Company that
     neither he nor any corporation, partnership, business firm or
     entity in which he may now or hereafter have an equity
     interest (excepting a publicly-traded corporation in which he
     has a less than 1% interest for investment purposes), or by
     which he may be employed or otherwise affiliated as an
     employee, representative, consultant or otherwise, nor any
     person subject to his control or direction will, during the
     "Period of this Covenant" as hereafter defined, within the
     "Trade Area" hereafter specified, directly or indirectly:

                 i.  Conduct, engage in, be connected with, have
          any interest in, consult for, or aid or assist in any
          manner any person, firm or business entity (whether a
          corporation, partnership, proprietorship or otherwise) in
          engaging in the development, manufacture, distribution,
          sale or application of services or products like or
          similar to any services or products now being developed,
          manufactured, marketed or distributed by Company or any
          of its affiliates, or which may be developed,
          manufactured, marketed or distributed by Company or any
          of its affiliates at any time during Manager's employment
          with Company or any of its affiliates; or

                ii.  In any way, directly or indirectly, solicit,
          divert, take away or interfere with any of the business,

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          customers, trade or patronage of Company or its
          subsidiaries or affiliates; or

               iii.  Seek to employ any person who was an employee
          of Company or any of its affiliates during the twelve
          (12) months immediately preceding Manager's termination.

          The "Period of this Covenant" contained in this
     Section 7A shall commence on the date of this Agreement and
     shall terminate automatically eighteen (18) months from and
     after the date this Agreement is terminated.

          The "Trade Area" contained in this Section 7A shall be
     deemed to encompass the world, it being expressly declared and
     acknowledged by Manager that Manager will, in the course of
     his responsibilities hereunder, acquire active personal
     knowledge of Company's Confidential Information and
     confidential business affairs throughout said Trade Area and
     will acquire and possess intimate knowledge of the marketing
     and distribution of Company services and products throughout
     the aforesaid Trade Area.

          Manager further acknowledges and agrees that the "Period
     of this Covenant" is the minimum period of time, and that the
     "Trade Area" hereinabove specified is the minimum and
     reasonable area necessary, to protect Company reasonably and
     adequately in its business operations.

          B.   Secrecy Covenant.  Manager further covenants and
     agrees that he will not, at any time either during or after
     the term of this Agreement, reveal or otherwise communicate to
     any person or entity any Confidential Information to which he
     will or may have access, except as such communication may be
     necessarily incidental to the performance of his duties with
     Company under this Agreement.  For purposes of this Agreement
     "Confidential Information" shall mean all confidential and
     proprietary information and trade secrets of Company
     including, but not limited to, financial and accounting
     information and procedures, product pricing data and product
     formulae, identity of customers, customer requirements, sales
     data, marketing information, manufacturing processes,
     inventions, know-how, technology, special processes and
     techniques, and distribution methods of Company or any of its
     subsidiaries or affiliates, but shall not include Confidential
     Information that is in the public domain or becomes part of
     the public domain other than through the fault of Manager.

          C.   Breach of Covenants.  Manager has consulted with
     Manager's legal adviser concerning this Agreement, understands
     the nature, term and effects of the covenants of Manager set
     forth in Sections 7A and 7B above, and acknowledges and agrees
     that such covenants are reasonable and necessary for the
     protection of Company and its business operations.  Manager

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     further acknowledges and agrees that monetary damages could
     not and cannot adequately compensate Company in the event of
     the violation or breach of any of the covenants of Manager set
     forth in Sections 7A and 7B above and that, irrespective of
     any other provision of this Agreement, injunctive relief would
     be essential for the protection of Company.  Manager does
     hereby agree, therefore, that Company may have such injunctive
     relief without any requirement for a bond, upon due notice and
     hearing, as will be necessary to provide full and ongoing
     protection to Company with respect to the matters hereinabove
     set forth, in addition to such further or other relief as may
     appertain at equity or law.

          D.   Limitations.  If and to the extent that any of the
     covenants set forth in Section 7A or 7B above shall be deemed
     by the court in which suit is brought to be unenforceable as
     written by reason of its scope in terms of area or length of
     time, but may be made enforceable by adjusting the area or
     period of time applicable to such covenant, Manager and
     Company stipulate and agree that such covenant shall be deemed
     automatically to be amended for purposes of such suit so as to
     incorporate the aforesaid reduction in area or duration of
     time, or both, to the end that such covenant, as modified in
     connection with such suit, shall be enforceable to the fullest
     extent permissible under the laws and public policies of the
     State of Missouri, the State under which this contract is
     governed.

     8.   INDEMNITIES.

          A.  MANAGER'S COVENANT NOT TO SUE.  Manager covenants not
     to sue for, and shall fully hold harmless and render whole
     Company, its officers, directors, employees and/or agents,
     from and against all claims, losses, costs, expenses
     (including, but not limited to, costs of settlement and
     reasonable attorneys' fees and expenses incurred in defense of
     Company, its officers, directors, employees and/or agents),
     demands, damages (including exemplary and punitive damages),
     suits, judgments, liabilities and causes of action of
     whatsoever nature or character (collectively "Claims") made or
     asserted by Manager on account of personal injury or death
     caused by, arising out of, or in any way incidental to, or in
     connection with, the services performed by Manager for Company
     including, but not limited to, those Claims where personal
     injury or death (or liability therefor) was caused by the
     concurrent negligence or fault of any combination of Company,
     Manager and/or any third party (and/or any of their respective
     officers, directors, employees and/or agents), except to the
     extent that the Claim is determined to have been caused by the
     sole negligence or sole willful misconduct of Company.



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          B.  COMPANY'S INDEMNITY OF MANAGER.

                 i.  The Company shall indemnify Manager, should
          Manager be made a party or threatened to be made a party
          to any threatened, pending or completed action, suit or
          proceeding, whether civil, criminal, administrative or
          investigative (other than an action by or in the right of
          the Company) in connection with the services performed by
          Manager for Company, against expenses (including
          reasonable attorneys' fees), judgments, fines and amounts
          paid in settlement actually and reasonably incurred by
          him in connection with such action, suit or proceeding if
          Manager acted in good faith and in a manner he reasonably
          believed to be in or not opposed to the best interests of
          the Company and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his
          conduct was unlawful.  The termination of any action,
          suit or proceeding by judgment, order, settlement,
          conviction, or upon a plea of nolo contendere or its
          equivalent, shall not, of itself, create a presumption
          that Manager did not act in good faith and in a manner
          which he reasonably believed to be in or not opposed to
          the best interests of the Company and, with respect to
          any criminal action or proceeding, had reasonable cause
          to believe that his conduct was unlawful.

                ii.  The Company shall indemnify Manager, should
          Manager be made a party or be threatened to be made a
          party to any threatened, pending or completed action or
          suit by or in the right of the Company to procure a
          judgment in its favor by reason of the services performed
          by Manager for Company, against expenses (including
          attorneys' fees) actually and reasonably incurred by him
          in connection with the defense or settlement of such
          action or suit if he acted in good faith and in a manner
          he reasonably believed to be in or not opposed to the
          best interests of the Company and except that no such
          indemnification shall be made in respect of any claim,
          issue or matter as to which Manager shall have been
          adjudged to be liable for negligence or misconduct in the
          performance of this Agreement unless and only to the
          extent that the Court of Chancery of Delaware or the
          court in which such action or suit was brought shall
          determine upon application that, despite the adjudication
          of liability but in view of all the circumstances of the
          case, Manager is fairly and reasonably entitled to
          indemnity for such expenses which such Court of Chancery
          or such other court shall deem proper.

               iii.  To the extent that Manager shall be successful
          on the merits or otherwise in defense of any action, suit
          or proceeding referred to in paragraphs (i) and (ii), or
          in defense of any claim, issue or matter therein, he

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          shall be indemnified against expenses (including
          attorneys' fees) actually and reasonably incurred by him
          in connection therewith.

                iv.  Any indemnification under paragraphs (i) and
          (ii) (unless ordered by a court) shall be made by the
          Company only as authorized in the specific case upon a
          determination that indemnification of the Manager is
          proper in the circumstances because he has met the
          applicable standard of conduct set forth in paragraphs
          (i) and (ii).  Such determination shall be made (x)  by
          the Board of Directors by a majority vote of a quorum
          consisting of directors who were not parties to such
          action, suit or proceeding, or (y)  if such a quorum is
          not obtainable or, even if obtainable a quorum of
          disinterested directors so directs, by independent legal
          counsel in a written opinion, or (z)  by the
          stockholders; provided, however, that Manager shall not
          participate in any such determination as a Director of
          the Company.

                 v.  Expenses incurred in defending a civil or
          criminal action, suit or proceeding may be paid by the
          Company in advance of the final disposition of such
          action, suit or proceeding as authorized by the Board of
          Directors in the manner provided in paragraph (iv) upon
          receipt of an undertaking by or on behalf of the Manager
          to repay such amount unless it shall ultimately be
          determined that he is entitled to be indemnified by the
          Company as provided herein.

     9.   ASSIGNMENT; SUBCONTRACTING.  Manager shall not assign
this Agreement or subcontract the whole or any part of the services
to be performed without the express prior written consent of
Company.

     10.  APPLICABLE LAW.  This Agreement and all matters
pertaining hereto or arising herefrom shall be governed and
determined by the laws of the State of Missouri.

     11.  ENTIRE AGREEMENT.  This Agreement, including Exhibit A
hereto, supersedes all prior negotiations, understandings and
agreements between the parties regarding the subject matter hereof
and constitutes the entire understanding and agreement between the
parties with respect to the subject matter hereof.  No alterations,
modifications or changes to this Agreement shall be effective
unless the same are in writing and executed by both parties.



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     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date shown above.


               Company:            PETROLITE CORPORATION



                              By:  /s/ William E. Nasser
                                   ------------------------------
                                   (Signature)

                                   Chairman, President and CEO
                                   ------------------------------
                                   (Title)




               Manager:            PAUL H. HATFIELD



                                   /s/ Paul H. Hatfield
                                   ------------------------------
                                   (Signature)


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