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                                                                Exhibit 10.2a



                             UNIFRAX CORPORATION
                           NONCOMPETITION AGREEMENT



        THIS NONCOMPETITION AGREEMENT (this "Agreement") dated as of October
30, 1996, is entered into by and between ________________________("Employee")
and UNIFRAX CORPORATION,  a Delaware Corporation, and its subsidiaries
(collectively the "Company").

        NOW THEREFORE, in consideration of the premises and mutual covenants and
provisions set forth in this Agreement, the parties agree as follows:

        1.  Non-compete.
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            (a)    As partial consideration for the grant of options and the 
            right to purchase shares of Common Stock, $.01 par value (the
            "Option Shares"), of the Company, subject in all respects to the
            terms and conditions of the Company's 1996 Stock Option Plan (the
            "Plan"), and this Agreement, the Employee represents, covenants, and
            agrees that he or she will not compete with the Company anywhere
            in the United States at any time during his or her employment and
            for a period of one year from the date the Employee ceases to be
            employed by the Company, unless the Employee ceased to be employed
            by the Company as a result of a Termination Without Cause (as such
            term is defined on the attached Schedule A).  For purposes of this
            Agreement, the term "compete" means to aid or advise as an
            employee, consultant or otherwise, manage, operate, control or
            participate in, make loans to or have any ownership interests in
            (other than the ownership of 5% or less of shares of a company that
            trades on a national exchange) whether directly or indirectly, any
            business (whether an individual, sole proprietorship, partnership,
            corporation, firm, joint venture, trust or other entity) which is
            engaged in, directly or indirectly, the business of manufacturing
            or distributing ceramic fiber.

        
            (b)    The Employee shall not, directly or indirectly, solicit,
            employ, retain as a consultant, interfere with or attempt to entice
            away from the Company any former employee of the Company who was
            employed by the Company prior to the October 30, 1996, and who
            has agreed to be, or has been employed or retained by the Company
            within six months prior to such solicitation, employment,
            retention, interference or enticement.  

            2.  ENFORCEMENT.   If the Employee violates this Agreement, all of
            the Option Shares granted hereby, whether or not vested, shall be
            forfeited.  The forfeiture of Option Shares shall be in addition to
            any remedy at law or in equity for violation of this  Agreement
            that the Company may have available to it, including injunctive
            relief.  The Employee acknowledges that, in the event of a
        
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            breach of any provisions of this Agreement by the Employee, the
            Company's remedies at law will be inadequate, and in each such
            event, the Company will be entitled to an injunction or other
            similar relief to prevent any breach of this Agreement and to
            enforce specifically the provisions hereof, in addition to any
            other damages sustained by the Company.

        3.  Delaware Law to Govern.
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            This Agreement shall be governed by and construed under the laws of
            the State of Delaware.
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            IN WITNESS WHEREOF, the Company, by its duly authorized
            officer, and the Employee have duly executed or caused this
            Agreement to be executed as of the day and year first above
            written.


                                                  UNIFRAX CORPORATION
                                                                


                                                  By:________________________

                                                  Date:______________________

                    
                                                  ___________________________
                                                  Employee's Signature
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                                  Schedule A
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     (1)        "TERMINATION WITHOUT CAUSE" means the termination by the        
                Company of the Employee for any reason other than by death or 
                Disability or a Termination For Cause (as determined in good 
                faith by the Board of Directors of the Company).
                
     (2)        "TERMINATION FOR CAUSE" means the termination by the Company 
                of the Employee as a result of his or her commission of a 
                felony involving dishonesty or moral turpitude, or his or her 
                failure to perform, willful misconduct, fraud, falsification or 
                manipulation of any records of the Company (in each case as 
                determined in good faith by the Board of Directors of the 
                Company).

     (3)        "DISABILITY" means an illness or incapacity (mental or 
                physical) of a character, nature, degree or effect that 
                renders an individual incapable of performing substantially
                all of his or her duties to the Company for more than 180
                consecutive calendar days, whether such duties are performed
                directly or indirectly to the Company.  Any question as to the
                existence of a Disability of any individual will be determined
                by a physician chosen by the Board of Directors of the Company.