AMENDMENT TO CREDIT AGREEMENT


               AGREEMENT made by and between The Chase Manhattan Bank,
          successor by merger to The Chase Manhattan Bank, N.A., which was
          successor by merger to Chase Lincoln First Bank, N.A., a banking
          corporation organized under the laws of the State of New York
          ("Bank") and Exolon-ESK Company, a corporation organized and
          existing under the laws of the State of Delaware ("Company").

                                     WITNESSETH

               The Company and the Bank are parties to a Credit Agreement
          dated December 22, 1992, as amended by amendments dated
          December 21, 1995, June 28, 1996 and September 30, 1996
          (collectively "Agreement").

               The Company and the Bank wish to amend the Agreement further
          as set forth herein.

               1.   Definitions.  Section 1.1 of the Agreement shall be
          amended as follows:

                    a.   The definition of "Conversion Date" shall be
          deleted and replaced with the following:

                         "Conversion Date" - January 2, 2000, on which date
               the Company may convert all or any portion of the Revolving
               Credit to Term Loan A.

                    b.   The following definition of "Debt" shall be added
          to the agreement:

                         "Debt" - with respect to any Person: 
               (a) indebtedness of such Person for borrowed money;
               (b) indebtedness for the deferred purchase of property or
               services (except trade payables in the ordinary course of
               business); (d) guaranties, endorsements (other than for
               collection in the ordinary course of business) and other
               contingent obligations to purchase, to provide funds for
               payment, to supply funds to invest in any Person or
               otherwise to insure a creditor against loss; (d) obligations
               secured by any lien on property of such Person; and
               (e) obligations of such Person under capital leases.

                    c.   The definition of "Measurement Date" shall be
          deleted and replaced with the following:

                         "Measurement Date" - The last day of each fiscal
               quarter for the Company.

                    d.   The following definition of "Funded Debt" shall be
          added to the agreement: 

                         "Funded Debt" - with respect to any Person, all
               Debt of such Person for money borrowed which by its terms
               matures more than one year from the date as of which such
               Funded Debt is incurred, and any Debt of such Person for
               money borrowed maturing within one year from such date which
               is renewable or extendable at the option of the obligor to a
               date beyond one year from such date (whether or not
               theretofore renewed or extended), including, without
               limitation, any indebtedness incurred pursuant to this
               Credit Agreement and the Company's reimbursement obligations
               pursuant to the Letter of Credit Reimbursement Agreement
               between the Company and the Bank dated as of December 1,
               1996, as the same may be amended or supplemented from time
               to time.

               2.   Revolving Note.  Exhibit C to the Agreement shall be
          deleted and replaced with the form of Replacement Revolving Note
          attached hereto.

               3.   Term Note.  Section 2.1.e. of the Agreement shall be
          amended so that the third sentence thereof is deleted and the
          following shall be inserted in its place:

               "The Term Note evidencing Term Loan A shall be payable
               to the order of the Bank at 2300 Main Place Tower,
               Buffalo, New York 14202, Attention: Middle Market
               Banking Department in sixteen (16) quarterly principal
               installments, each equal to the lesser of $250,000 or
               2.5% of the principal balance of the Revolving Note
               converted on the Conversion Date, commencing
               February 1, 2000 and payable on the first day of each
               May, August, November and February thereafter to and
               including August 1, 2003 and one (1) final principal
               installment on November 1, 2003 in an amount equal to
               the then unpaid principal balance of the Term Note,
               together with interest thereon."

               4.   Commitment Fee.  The following Section 2.1.f. shall be
          added to the Agreement:

                    2.1.f.  Commitment Fee.  The Company agrees to pay to
               the Bank a fee computed at the rate of 15 basis points
               (based on a 360 day year) for the period from and including
               the date hereof and terminating on the Conversion Date.  The
               commitment fee payable to the Bank shall be computed on the
               average daily unused portion of the total Revolving Credit
               made available hereunder and shall be payable on the last
               day of each of the Company's fiscal quarters commencing the
               first such date subsequent to the date hereof and thereafter
               until and including the Conversion Date.

               5.   Revolving Note Interest.  Section 2.5.a of the
          Agreement shall be deleted and the following Section 2.5.a shall
          be inserted in its place: 


                    2.5.a.  Revolving Note.  The Revolving Note shall bear
               interest from the date hereof until maturity (whether by
               acceleration or otherwise) on the balance of the principal
               thereof from time to time unpaid at a per annum rate equal
               to the Prime Rate plus any adjustment as determined
               according to the formula set forth below.

                    The Company shall have the option, exercisable from
               time to time to convert the interest rate on all or portions
               of the principal of the Revolving Note in an amount not less
               than $500,000 and divisible by $100,000 to LIBOR, plus the
               adjustment as determined according to the formula set forth
               below, provided that no Event of Default or Default exists. 
               To exercise the option to convert to LIBOR, the Company
               shall comply with the LIBOR Procedure.  Any portion of the
               Revolving Note converted to LIBOR shall not be permitted to
               be repaid or reborrowed during the LIBOR Period without
               payment of the premium provided in Section 2.6.  At the end
               of each LIBOR Period, the interest rate on the Revolving
               Note shall automatically convert to the rate based upon the
               Prime Rate unless the Company shall exercise its option to
               elect a new LIBOR pursuant to the terms of this Section
               2.5.a.  The option to convert the interest rate to LIBOR
               shall not be exercisable during any LIBOR Period with
               respect to any portion of the Revolving Credit subject to
               the LIBOR for such period.

                    The interest rates specified above shall be subject to
               an increase as of each Measurement Date in the event that
               the Company's ratio of Funded Debt to earnings before
               interest, taxes, depreciation and amortization ("EBITDA")
               computed for the twelve months preceding the Measurement
               Date on a rolling basis is as follows:

               If Funded Debt to   LIBOR margin        Prime Rate margin
               EBITDA is:          shall be:           shall be:        

               Greater than or
               equal to 2.10:1     200 basis points         1/2% 

               Between 2.10:1
               and 1.60:1          150 basis points         Zero

               Less than 1.60:1    100 basis points         Zero

                    Interest on the Revolving Note shall be payable on the
               first day of each month.

               6.   Borrowed Money/Leases.  Subsection (iv) of Section 6.1
          of the Agreement shall be deleted and the following
          subsection (iv) shall be inserted in its place: 

                    (iv) Indebtedness evidenced by capital leases requiring
               payments not exceeding the amount set forth in Section 6.6
               of this Agreement.

               7.   Capital Expenditures.  Section 6.9 of the Agreement
          shall be deleted in its entirety and the following Section 6.9
          shall be inserted in its place:

                    6.9  Capital Expenditures.  Make or incur any capital
               expenditures for fixed or capital assets in any period which
               is coincidental with any of the Company's fiscal years that
               are, in the aggregate, in excess of the Company's
               depreciation expense in that year.

               8.   Current Ratio.  Section 6.13 of the Agreement shall be
          deleted in its entirety and the following Section 6.13 shall be
          inserted in its place:

                    6.13  Current Ratio.  Permit the ratio of current
               assets to current liabilities, each computed on a
               Consolidated basis as of each Measurement Date for the
               twelve months preceding the Measurement Date on a rolling
               basis, to be less than 2.5 to 1 at any time.

               9.   Tangible Net Worth.  Section 6.14 of the Agreement is
          deleted in its entirety.

               10.  Debt-Equity Ratio.  Section 6.15 of the Agreement shall
          be deleted and the following Section 6.15 shall be inserted in
          its place:

                    6.15  Debt-Equity Ratio.  Permit the ratio of total
               liabilities to tangible net worth, each computed on a
               Consolidated Basis as of each Measurement Date for the
               twelve months preceding the Measurement Date on a rolling
               basis to be greater than 1.50 to 1.

               11.  Earnings Coverage.  Section 6.16 of the Agreement shall
          be deleted and the following Section 6.16 shall be inserted in
          its place:

                    6.16  Earnings Coverage.  Permit the ratio of earnings
               before taxes and interest to interest expense for any twelve
               month period, computed on a Consolidated Basis as of each
               Measurement Date for the twelve months preceding the
               Measurement Date on a rolling basis to be less than 3.0
               to 1.

               12.  Working Capital.  Section 6.17 of the Agreement is
          deleted in its entirety.

               13.  Cash Flow Coverage.  Section 6.18 of the Agreement
          shall be deleted and the following Section 6.18 shall be inserted
          in its place: 

                    6.18  Cash Flow Coverage. Permit the ratio of cash flow
               for the preceding twelve months to the current maturities of
               long-term Indebtedness due and payable during such period,
               each computed as of each Measurement Date on a Consolidated
               Basis and on a rolling basis to be less than 3.5 to 1. 

               14.  Environmental Remediation.  The following is added as a
          new Section 7.1(j):

                    (j)  Environmental Remediation.  Fail to satisfy on or
               before September 15, 1997, to the satisfaction of the Bank,
               in its sole discretion, all of the recommendations set forth
               in Section 9.0 of the Phase I Environmental Site Assessment
               performed by Maxim-Empire Soils Investigations, Inc. dated
               January 1996.

                    Except as amended hereby, the Company hereby ratifies
          and confirms the Agreement and agrees that the Agreement remains
          in full force and effect, subject to no offset, claim,
          counterclaim or defense.  No further amendment, modification or
          waiver of any other provision of the Agreement shall be valid and
          enforceable unless set forth in a writing and signed by the
          Company and the Bank.

                    IN WITNESS WHEREOF, the parties hereto have caused this
          Amendment to be executed by their duly authorized officers as of
          the 1st day of December, 1996.

                                             EXOLON-ESK COMPANY


                                        By   ____________________________
                                             Michael H. Bieger
                                             Vice President and Chief
                                             Financial Officer


                                             THE CHASE MANHATTAN BANK


                                        BY   ____________________________
                                             Alan E. Boyce
                                             Vice President 



                                      EXHIBIT C
                                     REPLACEMENT
                                   REVOLVING NOTE

          $10,000,000.00                               Buffalo, New York
                                                       December 26, 1996

                    FOR VALUE RECEIVED, the undersigned, EXOLON-ESK COMPANY
          ("Company"), unconditionally promises to pay on or before
          January 2, 2000 to the order of The Chase Manhattan Bank
          (successor by merger to The Chase Manhattan Bank, N.A. which was
          successor by merger to Chase Lincoln First Bank, N.A.) ("Bank")
          at its office at 2300 Main Place Tower, Buffalo, New York 14202,
          Attention: Middle Market Banking Department, or at the holder's
          option, at such other place as may be designated by the holder,
          the principal sum equal to the lesser of (a) TEN MILLION DOLLARS
          ($10,000,000.00) or (b) the aggregate unpaid principal amount of
          all Loans made by Bank to Company pursuant to the Credit
          Agreement, dated December 22, 1992 between Company and Bank, as
          amended, as the same may from time to time be amended,
          supplemented or otherwise modified ("Credit Agreement").  All
          capitalized terms used in this Revolving Note and not otherwise
          defined shall have the meanings set forth in the Credit
          Agreement.

                    This Revolving Note shall bear interest on the balance
          of principal from time to time unpaid from the date hereof until
          maturity (whether by acceleration or otherwise) at rates and on
          the dates determined in accordance with Subsection 2.5.a of the
          Credit Agreement.  Interest shall be calculated on the basis of
          one three hundred sixtieth (1/360th) of interest rate hereof in
          effect for each calendar day such balance of principal is unpaid. 
          After maturity, whether by acceleration or otherwise, this
          Revolving Note shall bear interest at a rate per annum equal to
          two percent (2%) in excess of Bank's Prime Rate as defined below;
          provided, however, in no event shall the rate of interest on this
          Revolving Note exceed the maximum rate authorized by applicable
          law.  Bank's "Prime Rate" means the fluctuating base rate of
          interest announced by Bank from time to time to be the prime rate
          regardless of whether such prime rate shall be the lowest rate
          actually charged by Bank on commercial borrowings of 90-119 day
          maturity.  Payments of both principal and interest are to be made
          in lawful money of the United States of America in immediately
          available funds.

                    Bank may inscribe on the schedule annexed hereto and
          any continuation thereof ("Schedule"), the amount and the date of
          the making of each Loan or each conversion of a portion of the
          Revolving Credit from an interest rate based on Prime Rate to an
          interest rate based on LIBOR, whether interest on the Loan or
          portion of the Credit converted is to be calculated based on 
          Prime Rate or LIBOR, the dates on which each LIBOR Period shall
          begin and end, all payments on account of principal, the dates
          thereof and the outstanding principal balance of this Revolving
          Note from time to time unpaid.  Each entry set forth on the
          Schedule shall be prima facie evidence of the facts so set forth. 
          No failure by Bank to make, and no error by Bank in making, any
          inscription on the Schedule shall affect Company's obligation to
          repay the full principal amount advanced by Bank to or for the
          account of Company, or Company's obligation to pay interest
          thereon at the agreed upon rate.

                    If any installment of this Revolving Note is not paid
          when due, whether because such installment becomes due on a
          Saturday, Sunday or a holiday or for any other reason, Company
          will pay interest thereon at the aforesaid rate until the date of
          actual receipt of such installment by the holder of this
          Revolving Note.

                    No failure by the holder hereof to exercise, and no
          delay in exercising, any right or power hereunder shall operate
          as a waiver thereof, nor shall any single or partial exercise by
          the holder of any right or power hereunder preclude any other or
          further exercise thereof or the exercise of any other right or
          power.  The rights and remedies of the holder as herein specified
          are cumulative and not exclusive of any other rights or remedies
          which the holder may otherwise have.

                    No modification, rescission, waiver, release or
          amendment of any provision of this Revolving Note shall be made
          except by a written agreement subscribed by duly authorized
          officers of Company and the holder hereof.

                    Company hereby waives diligence, presentment, protest
          and demand, and also notice of protest, demand, dishonor and
          nonpayment of this Revolving Note.

                    This Revolving Note is the Revolving Note referred to
          in the Credit Agreement, to which reference is hereby made with
          respect to collateral, interest rate options, and rights of
          prepayment and acceleration of the principal hereof on the
          occurrence of certain events.

                    The Company agrees to pay all costs and expenses
          incurred by the holder in preserving the holder's rights,
          enforcing this Revolving Note or in collecting the indebtedness
          evidenced hereby, including, without limitation, if the holder
          retains counsel for any such purposes, actual attorneys' fees and
          expenses. 

                    This Revolving Note shall be construed under, and
          governed by, the internal laws of the State of New York without
          regard to principles of conflicts of laws.

                    This Note is in renewal and substitution of, but not in
          payment of, a Replacement Revolving Note of the Company to the
          Bank dated September 30, 1996.  


                                             EXOLON-ESK COMPANY


                                             By:_________________________
                                                Michael H. Bieger
                                                Vice President and
                                                Chief Financial Officer






                                      SCHEDULE

                           LOANS AND PAYMENTS OF PRINCIPAL



                             BASIS OF             
    DATE LOAN   AMOUNT OF    INTEREST             AMOUNT     
      MADE,     LOAN MADE,     RATE                 OF      AGGREGATE  NOTATION
       CON-     CONTINUED     (PRIME    LIBOR   PRINCIPAL    UNPAID    MADE BY  
    TINUED OR       OR       RATE OR    PERIOD  PAID OR     PRINCIPAL    AND
    CONVERTED   CONVERTED     LIBOR)    DATES   PREPAID      BALANCE    DATE
_____________________________________________________________________________