AMENDMENT TO SECURITIES PURCHASE AGREEMENT


                  This Amended Securities  Purchase Agreement (this "Agreement")
is entered into this 5th day of March, 1998, by and between LANXIDE CORPORATION,
a Delaware corporation ("Lanxide") and COMMODORE ENVIRONMENTAL SERVICES, INC., a
Delaware corporation, ("COES").

                                   RECITALS:

                  WHEREAS, Lanxide's subsidiary, Lanxide Performance, is a party
to and borrower  under (i) a Line of Credit  Agreement  with  Commodore  Applied
Technologies,  Inc. Lender,  dated August 30, 1996 in the amount of $1.5 Million
(the "$1.5 Million Credit  Agreement"),  (ii) a Line of Credit  Promissory  Note
dated August 30, 1996 in the amount of $1.5 Million (the "$1.5  Million  Note"),
and (iii) a  Security  Agreement  dated  August  30,  1996 in the amount of $1.5
Million (the "$1.5 Million Security  Agreement");  Lanxide is a guarantor of the
aforementioned  $1.5 Million  Credit  Agreement and $1.5 Million Note;  thc $1.5
Million Credit Agreement,  Note,  Security  Agreement and Guaranty Agreement are
hereinafter  collectively  referred to as the "Lanxide  Performance $1.5 Million
Loan Documents");

                  WHEREAS,  Lanxide Performance is a party to and borrower under
a certain  Line of Credit  Agreement  with COES dated  November  13, 1996 in the
amount of $3  Million  (the "$3  Million  Credit  Agreement"),  a Line of Credit
Promissory Note dated November 13, 1996 (the "$3 Million Note"), a corresponding
Security Agreement dated November 13, 1996 (thc $3 Million Security Agreement");
Lanxide  guaranteed  the  aforementioned  $3 Million  Credit  Agreement,  the $3
Million  Note  and $3  Million  Security  Agreement  (the  "Lanxide  $3  Million
Guaranty"); the aforementioned $3 Million Credit Agreement, the $3 Million Note,
the $3 Million  Security  Agreement  and the $3  Million  Lanxide  Guaranty  are
hereinafter collectively referred to as the "Lanxide Performance $3 Million Loan
Documents");

                  WHEREAS, Lanxide and COES are parties to a Securities Purchase
Agreement  dated  the  third  day  of  July,  1997  (the  "Securities   Purchase
Agreement")  pursuant to which,  inter alia,  Lanxide  granted to COES a warrant
entitling  COES or the holder to purchase up to 250,000 shares of Lanxide Series
F Preferred Stock (the "Series F Preferred  Stock") at an exercise price of $100
per warrant (the "Original Warrant"); and

                  WHEREAS,  certain  individual  stockholders of Lanxide entered
into a "Voting  Agreement"  with  Bentley  J. Blum  ("Blum"),  Paul E  Hannesson
("Hannesson"),  David Mitchell ("Mitchell"), Herbert Cohen ("Cohen") and Kenneth
Adelman  ("Adelman")  (collectively the "Proxy Holders")  pursuant to which said
Lanxide  stockholders  granted a proxy to the Proxy Holders to vote their shares
in Lanxide.

                  NOW, THEREFORE, in consideration of the foregoing Recitals and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby  acknowledged,  and intending to be legally bound, it is hereby agreed as
follows:

                  1.  Definitions.  "Common Stock  Warrant" shall mean the three
(3) year  warrant  issued to COES on the  execution  and  delivery  date  hereof
entitling the holder to purchase up to 270,000  shares of Lanxide  common stock,
at an exercise price of $7.41 per warrant share,  in  substantially  the form of
Exhibit "A" annexed hereto.
<PAGE>
                  2.  Cancellation of Share Purchase  Right.  The parties hereto
acknowledge  and agree that COES's  right to purchase any  additional  shares of
Series G  Preferred  Stock of  Lanxide  (the  "Series G  Preferred  Stock"),  as
provided  in Section  2.2(c) and (d) of the  Securities  Purchase  Agreement  is
hereby cancelled.

                  3.  Cancellation  of Warrant.  The parties hereto hereby agree
that the Warrant  which  Lanxide  issued to COES for the right to  purchase  any
shares  of  preferred  stock,  as set  forth in  Section  2.3 of the  Securities
Purchase Agreement, is hereby cancelled.

                  4.  Board  Action  for Series F  Preferred  Stock;  Consent to
Employee Stock Option Plan: Consent to Landlord Warrant  Modifications.  Lanxide
hereby  covenants and agrees not to issue any shares of Series F Preferred Stock
and shall take all necessary  action as soon as practicable to cancel all Series
F Preferred Stock, and COES hereby consents to such cancellation.

                  COES  hereby  consents  to the  adoption by Lanxide of a stock
option plan  anticipated  to be approved by Lanxide on or before  March 31, 1998
(i)  pursuant  to which  certain  employees  of Lanxide  will be given five year
options to acquire shares of Common Stock for an exercise  price  anticipated to
be $1.00 per share and (ii)  under  which the  aggregate  number of shares to be
reserved for issuance is not to exceed  twenty-five  percent (25%) of the issued
and outstanding  shares of Common Stock as of the date hereof on a fully diluted
basis, including shares of Common Stock issuable under the Common Stock Warrant

                  COES  hereby  consents  to  Lanxide's   modifications   to  an
outstanding  Warrant to acquire shares of Common Stock registered in the name of
W.P.  Carey & Co.,  Inc.,  or an  affiliate  thereof,  which entity is Lanxide's
landlord for its principal place of business,  provided that such  modifications
do not (i) reduce the exercise price under such modified Warrant below $1.00 per
share of Common Stock  issuable  upon  exercise of such Warrant or (ii) increase
the maximum  number of shares of Common Stock  issuable  upon a exercise of such
modified Warrant to a number that is greater than 31,000 shares.

                  5. Post-Closing Financing and Consummation. The parties hereto
hereby  acknowledge  and agree that COES's  duty to seek or obtain  post-closing
financing  and/or to  consummate  any of the  transactions  contemplated  in the
Securities  Purchase  Agreement not already  consummated  prior to the execution
date hereof are hereby cancelled.

                  6.  Exchange  of  Shares of Series G  Preferred  Stock;  Board
Action  for  Series  G  Preferred  Stock;  Common  Stock  Warrant.  Lanxide,  in
consideration for (a) the terms and conditions of this Agreement, (b) other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged,  shall (i) upon  surrender  to Lanxide  of the share  certificates
representing  COES' ownership of all shares of Series G Preferred  Stock,  issue
share certificate(s), in such denominations and registered in such names as COES
may  reasonably  request,  representing  ownership of a like number of shares of
Lanxide' s Preferred  Stock,  Series H, having terms and conditions set forth on
Exhibit  B hereto  (the  "Series  H  Preferred  Stock"),  (ii)  following  COES'
surrender of the  certificates  representing its ownership of Series G Preferred
Stock,  cause its Board to cancel all Series G Preferred  Stock, and COES hereby
consents to such cancellation, and (iii) issue to COES (in such denominations as
may reasonably be requested by COES) the Common Stock Warrant.
<PAGE>
                  7. Registration  Rights. The following  provisions replace the
provisions set forth in Section ll of the Securities Purchase Agreement:

                  7.1  Piggyback  Rights.  If at any  time  following  the  date
hereof,  Lanxide shall file a registration  statement (other than a registration
statement on Form S-4, Form S-8, or any  successor  form) with the SEC while any
Registrable  Securities (as hereinafter defined) are outstanding,  Lanxide shall
give all the then holders of any Registrable  Securities or securities which are
convertible into or exercisable for Registrable  Securities,  including for this
purpose, holders of the Registrable Securities (the "Eligible Holders") at least
30 days prior written notice of the filing of such  registration  statement.  If
requested by any Eligible  Holder in writing within 15 days after receipt of any
such notice,  Lanxide shall,  at Lanxide's sole expense (other than the fees and
disbursements  of  counsel  for  the  Eligible  Holders  and the  under  writing
discounts  or  commissions,  if  any,  payable  in  respect  of the  Registrable
Securities  sold by any  Eligible  Holder),  register or qualify all or, at each
Eligible  Holder's  option,  any portion of the  Registrable  Securities  of any
Eligible  Holders  who  shall  have  made such  request,  concurrently  with the
registration of such other securities, all to the extent requisite to permit the
public offering and sale of the Registrable Securities through the facilities of
all appropriate  securities exchanges and the over-the-counter  market, and will
use its best efforts through its officers, directors,  auditors, arid counsel to
cause  such   registration   statement  to  become   effective  as  promptly  as
practicable.  Notwithstanding the foregoing,  if the managing underwriter of any
such  offering  shall  advise  Lanxide  in writing  that,  in its  opinion,  the
distribution of all or a portion of the Registrable  Securities  requested to be
included in the registration  concurrently  with the securities being registered
by Lanxide would adversely affect the distribution of such securities by Lanxide
for its own account,  then the underwriters  shall have the right to exclude any
or all of the securities that the Eligible Holders or other  prospective  seller
requested to be included in such public offering;  provided,  however, that such
exclusion  shall be made pro rata  amone  the  Eligible  Holders  and the  other
stockholders  of  Lanxide  that  have  registration  rights  or  have  otherwise
requested  to  participate  on a  piggyback  basis in such  public  offering  in
proportion to the respective number of shares of securities which were requested
to be included in such public offering. As used herein, "Registrable Securities"
sl~ll mean the  shares of Lanxide  Common  Stock  issuable  upon full or partial
exercise  of the  Warrant,  which have not been  previously  sold  pursuant to a
registration statement or Rule 144 promulgated under the 1933 Act.

                  7.2 If at any time following COES's completion of its purchase
and payment for any of the 270,000 Shares of Common Stock, Lanxide shall receive
a written  request,  from  Eligible  Holders who in the  aggregate  own (or upon
exercise of all Warrants then outstanding or issuable would own) at least 50% of
the  Registrable  Securities  then  included  (or upon such  exercises  would be
included) in the Registrable  Securities (the "Majority  Holders"),  to register
the sale of all or part of such Registrable  Securities,  Lanxide shall, as soon
as reasonably practicable, but in any event within 180 days of Lanxide's receipt
of a written request from the Eligible Holders,  prepare and file with the SEC a
registration  statement sufficient to permit the public offering and sale of the
Registrable  Securities  through the  facilities of all  appropriate  securities
exchanges and the over-the-counter market, and will use its best efforts through
its  officers,  directors,  auditors  and  counsel  to cause  such  registration
statement  to  become  effective  within  such  180 day time  period;  provided,
however,  that the Eligible  Holders  shall bear all expenses,  fees  (including
Lanxide's reasonable  attorney's fees) and disbursements  incurred in connection
with  such   registration.   Lanxide  shall  not  be  obligated  to  effect  any
<PAGE>
registration  of its  securities  pursuant to this Section 7.2 within six months
after} the  effective  date of a previous  registration  statement  prepared and
filed in  accordance  with  Sections 7.1 or 7.2 Within  seven (7) business  days
after receiving any request contemplated by this Section 7.2, Lanxide shall give
written  notice to all the other  Eligible  Holders,  advising each of them that
Lanxide is proceeding with such registration and offering to include therein all
or any  portion  of any such other  Eligible  Holder's  Registrable  Securities,
provided  that Lanxide  receives a written  request to do so from such  Eligible
Holder within fifteen (15) days after receipt by him or it of Lanxide's  notice.
Provided,  however,  that the  Eligible  Holders  may not make such a request or
demand provided for in this Section 7.2 before January 1, 2000.

                  7.3 Blue Sky Matters. In the event of a registration  pursuant
to the provisions of this Section 7, Lanxide shall use its best efforts to cause
the Registrable  Securities so registered to be registered or qualified for sale
under the  securities  or blue sky laws of such  jurisdictions  as the  Eligible
Holder or such holders may reasonably request;  provided,  however. that Lanxide
shall not be  required  to qualify to do business in any state by reason of this
Section 7.3 in which it is not otherwise required to qualify to do business.

                  7.4  Period  During  Which  Registration  Statement  to Remain
Effective.  Lanxide  shall keep  effective  any  registration  or  qualification
contemplated  by this Section 7 and shall from time to time amend or  supplement
each  applicable   registration   statement,   preliminary   prospectus,   final
prospectus,  application, document, and communication for such period of time as
shall be required to permit the Eligible  Holders to complete the offer and sale
of the  Registrable  Securities  covered  thereby.  Lanxide shall in no event be
required to keep any such  registration or  qualification in effect for a period
in excess of nine months from the date on which the  Eligible  Holders are first
free to sell such Registrable Securities, provided. however, that, if Lanxide is
required to keep any such  registration or  qualification in effect with respect
to securities other than the Registrable  Securities beyond such period, Lanxide
shall keep such  registration  or  qualification  in effect as it relates to the
Registrable Securities for so long as such registration or qualification remains
or is required to remain m effect in respect of such other securities.

                  7.5  Copies  of  Documents.  In the  event  of a  registration
pursuant to the  provisions  of this  Section 7, Lanxide  shall  furnish to each
Eligible Holder such number of copies of the registration  statement and of each
amendment and  supplement  thereto (in each case,  including all exhibit),  such
reasonable  number of copies of each prospectus  contained in such  registration
statement and each supplement or amendment  thereto  (including each preliminary
prospectus),  all of which shall conform to the requirements of the 1933 Act and
the rules and regulations thereunder,  and such other documents, as any Eligible
Holder may reasonably  request to facilitate the  disposition of the Registrable
Securities included in such registration.

                  7.6  Opinion  of  Counsel  to  Lanxide.  In  the  event  of  a
registration pursuant to the provisions of this Section 7, Lanxide shall furnish
each Eligible Holder of any Registrable Securities so registered with an opinion
of its counsel  (reasonably  acceptable to the Eligible  Holders) to the general
effect that (i) the  registration  statement has become effective under thc 1933
Act and no order suspending the  effectiveness  of the  registration  statement,
preventing or suspending the use of the registration statement,  any preliminary
prospectus,  any final  prospectus,  or any amendment or supplement  thereto has
been  issued  nor has the SEC or any  securities  or blue sky  authority  of any
<PAGE>
jurisdiction  instituted or threatened to institute any proceedings with respect
to such an order, (ii) the registration  statement and each prospectus forming a
part thereof  (including  each  preliminary  prospectus),  and any  amendment or
supplement  thereto,  complies  as to form  with the 1933 Act and the  rules and
regulations thereunder,  and (iii) such counsel has no knowledge of any material
misstatement or omission in such  registration  statement or any prospectus,  as
amended or supplemented.

                  7.7  Terms  of  Underwriting  Agreement.  In  the  event  of a
registration  pursuant to the  provision of this Section 7, Lanxide  shall enter
into a cross-indemnity agreement and a contribution agreement, each in customary
form,  with  each  underwriter,  if  any,  and,  if  requested,  enter  into  an
underwriting  agreement  containing  conventional  representations,  warranties,
allocation of expenses,  and customary closing  conditions,  including,  but not
limited to, opinions of counsel and accountants' cold comfort letters,  with any
underwriter who acquires any Registrable Securities.

                  7.  Undertakings  of  Eligible  Holders.  In  the  event  of a
registration pursuant to the provisions of this Section 7:

         (a) each  Eligible  Holder  shall  furnish to  Lanxide in writing  such
appropriate  information  (relating to such Eligible Holder and the intention of
such  Eligible  Holder as to proposed  methods of sale or other  disposition  of
their  Shares) and the identity of and  compensation  to be paid to any proposed
underwriters to be employed in connection therewith as Lanxide, any underwriter,
or the SEC or any other regulatory authority may request;

         (b) the Eligible  Holders shall enter into the usual and customary form
of underwriting  agreement agreed to by Lanxide and any underwriter with respect
to any such offering, if required, and such underwriting agreement shall contain
the customary rights of indemnity between Lanxide,  the  underwriters,  and such
Eligible Holders;

         (c) each  Eligible  Holder shall agree that he shall  execute,  deliver
and/or file with or supply Lanxide,  any underwriters,  the SEC and/or any state
or other  regulatory  authority such  information,  documents,  representations,
undertakings  and/or  agreements  necessary to carry out the  provisions  of the
registration  covenants  contained  in this  Section  1  and/or  to  effect  the
registration or  qualification  of his or its Registrable  securities  under the
1933 Act and/or  any of the laws and  regulations  of any state or  governmental
instrumentality;

         (d)  Lanxide's  obligation to include any  Registrable  Securities in a
registration  statement shall be subject to the written agreement of each holder
thereof to offer such  securities  in the same  manner and on the same terms and
conditions as the other  securities of the same class are bein6 offered pursuant
to the registration statement, if such shares are being underwritten;

         (e) in the event that all the Registrable Securities have not been sold
on or prior to the  expiration  of the period  specified  in Section  7.4 above,
Lanxide may de-register by post-effective  amendment any Registrable  Securities
covered by the  registration  statement,  but not sold on or prior to such date.
Lanxide agrees that it will notify each holder of Registrable  Securities of the
filing and effective date of such post-effective amendment; and
<PAGE>
         (f) each Eligible Holder agrees that upon  notification by Lanxide that
the  prospectus  in  respect to any public  offering  covered by the  provisions
hereof is in need of  revision,  such  Eligible  Holder shall  immediately  upon
receipt  of such  notification  (i)  cease to offer  or sell any  securities  of
Lanxide  which must be  accompanied  by such  prospectus,  (ii)  return all such
prospectuses in such Eligible Holder's hands to Lanxide,  and (iii) not offer or
sell any  securities  of Lanxide  until such  Holder  has been  provided  with a
current  prospectus  and Lanxide  has given such  Eligible  Holder  notification
permitting such Eligible Holder to resume offers and sales.

                  7.9 Covenant  Regarding  Current  Information.  Lanxide agrees
that until all the  Registrable  Securities  have been sold under a registration
statement  or  pursuant  to Rule 144 under  the 1933 Act,  it shall use its best
efforts to keep current in filing all reports,  statements  and other  materials
required  to be  filed  with  the  SEC to  permit  holders  of  the  Registrable
Securities to sell such securities under Rule 144.

                  7.10 Negative Covenant Regarding Future  Registration  Rights.
Except for (i)  rights  granted to  holders  of the  Warrants.  and (ii)  rights
granted  by  Lanxide to other  security  holders  of  Lanxide  prior to the date
hereof,  Lanxide will not, without the written consent of the Majority  Holders,
grant to any persons the right to request  Lanxide to register any securities of
Lanxide,  provided  that  Lanxide  may grant such  registration  rights to other
persons so long as such  rights are  subordinate  or pari passu to the richts of
the Eligible Holders.

                  7 11 Definitions.  Wherever the term "Warrant" is used in this
Article  it means and refers to the Common  Stock  Warrant  defined in Section 1
hereof.

                  8.  Series H Preferred  Stock.  Lanxide  covenants  and agrees
that,  within seven (7) business  days  following  the execution and delivery of
this Agreement, it will take all necessary action to fix the rights, preferences
and  limitations  of the  Series H  Preferred  Stock in the  manner set forth on
Exhibit B hereto.  Lanxide shall deliver to COES a fully executed Certificate of
Stock Designation for the Series H Preferred Stock promptly following the filing
of such certificate.

                  9.  Parties'  Representations  and  Warranties.  Each  of  the
parties hereby represents and warrants to the other party hereto as follows:

                  9.1 Corporate Organization. Standing. It is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.

                  9.2  Authorization of Agreement.  This Agreement has been duly
authorized,  executed and delivered by it and, subject to the due authorization,
execution  and  delivery by such other  party,  constitutes  a legal,  valid and
binding obligation of it, enforceable in accordance with its terms,  except that
(i)  the  enforceability  hereof  may  be  subject  to  bankruptcy,  insolvency,
reorgS~ni7~tion,  moratorium  or other  similar  laws now or hereafter in effect
relating to creditors'  rights and (ii) the remedy of specific  performance  and
injunctive  and other  terms of  equitable  relief may be  subject to  equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.  The execution and delivery of this Agreement,  the consummation
of the transactions  contemplated hereto and the fulfillment and compliance with
the terms and conditions  hereof do not and will not after the giving or notice,
or the lapse of time, or otherwise:  (a) violate any  provisions of any judicial
or  administrative  order,  award.  judgment or decree  applicable to it, or (b)
<PAGE>
conflict  with any of the  provisions of the  Certificate  of  Incorporation  or
By-Laws  of it, or (c)  conflict  with,  result in a breach of or  constitute  a
default  under any agreement or instrument to which it is a party or by which it
is  bound,  except  for  any  of  the  foregoing  that,  individually  or in the
aggregate,  would not have a material adverse effect on the financial condition,
operations or businesses of such party and its subsidiaries taken as a whole.

                  10. Indemnification.  The indemnification  provision set forth
in  Sections  12.1  through  12.3  of  the  Securities  Purchase  Agreement  are
incorporated  herein by  reference  as though set forth at length and apply with
equal force with  respect to the Common Stock  Warrant and stock  purchases as a
result of any exercise thereof

                  11. Miscellaneous.

                  11.1  Notices.  All  notices,   requests,  demands  and  other
communications  under  or in  respect  of  this  Agreement  or any  transactions
hereunder  shall be in writing  (which may  include  telegraphic  or  telecopied
communication)  and shall be personally  delivered,  sent by overnight  courier,
mailed (registered or certified mail, return receipt requested),  telegraphed or
telecopied by facsimile  transmission to the applicable  party at its address or
telecopier number indicated below.

  If to COES:

                       Commodore Environmental Services, Inc.
                       150 East 58th Street
                       Suite 3410
                       New York, New York 10155

                       Atten: Michael D. Fullwood, Esquire
                       Senior Vice President and General Counsel
                       Chief Financial and Administrative Officer

                       Telecopier No.: (212) 753-0731


                       Commodore Applied Technologies, Inc.
                       150 East 58th Street
                       Suite 3410
                       New York, New York 10155

                       Atten: Michael D. Fullwood, Esquire
                       Senior Vice President and General Counsel
                       Chief Financial and Administrative Officer

                      Telecopier No.: (212) 753-0731
<PAGE>
  If to the Lanxide Companies:

                      Lanxide Corporation
                      1300 Marrows Road
                      Newark, Delaware 19714-6077

                      Atten: Mr. Marc S. Newkirk, President

                      Telecopier No.: (302) 454-1714

                  11.2 Entire Agreement.  This Agreement (including the Exhibits
and Schedules)  contains the entire  agreement among the parties with respect to
the purchase of the Purchased Shares and related transactions and supersedes all
prior arrangements or understandings, written or oral, with respect thereto.

                  11.3  Amendments.  Any term or condition of this Agreement may
be amended or modified in whole or in part at any time, to the extent authorized
by applicable  law, by an agreement in writing,  authorized  and executed in the
same manner as tins Agreement by the parties hereto. No delay on the part of any
party in exercising any right,  power or privilege  hereunder shall operate as a
waiver  thereof,  nor  shall any  waiver on the part of any party of any  right,
power of privilege  hereunder,  nor shall any single or partial  exercise of any
right,  power or  privilege  hereunder  preclude  any other or further  exercise
thereof or the exercise of any other right,  power or privilege  hereunder.  The
nights and remedies  herein provided are cumulative and are not exclusive of any
rights or remedies which any party may otherwise  have at law or in equity.  The
rights and  remedies of any party  arising out of or otherwise in respect of any
inaccuracy in or breach of any representation,  warranty,  covenant or agreement
contained in this Agreement shall in no way be limited by the fact that the act,
omission,  occurrence  or breach is based may also be the subject  matter of any
other  representation,   warranty,  covenant  or  agreement  contained  in  this
Agreement (or in any other  agreement  between the parties) as to which there is
no inaccuracy or breach.

                  11.4 Severabilitv.  If any provision of This Agreement is held
invalid or  unenforceable,  either in its  entirety or by virtue of its scope or
application to given  circumstances,  such provision  shall  thereupon be deemed
modified only to the extent necessary to render same valid, or not applicable to
given  circumstances,  or excised  from this  Agreement,  as the  situation  may
require, and this Agreement shall be construed and enforced as if such provision
had been included herein as so modified in scope or application, or had not been
included herein, as the case may be.

                  11.5 Execution and Delivery. This Agreement may be executed in
two or more counterparts,  each of which shall be deemed an original, but all of
which  together  shall  constitute  one and the same  instrument.  Delivery of a
counterpart  shall be  deemed  effective  upon  receipt  by the  other  party of
telefaxed  signature  page to this  Agreement,  provided  that such party  shall
nonetheless Transmit its original executed signature page to the other party.

                  11.6  Exhibits and  Schedules.  The Exhibits and Schedules and
other documents  attached to or delivered  herewith are hereby  incorporated and
made a part of this Agreement as if set forth in full herein.

                  11.7  Drafting.  No  presumption  shall operate in favor of or
against any party in the construction or  interpretation  of this Agreement as a
consequence of a party's responsibility for drafting this Agreement.
<PAGE>
                  11.8  Recitals.  The  recital  clauses of this  Agreement  are
incorporated herein to the body as though set forth at length.

                  11.9  Attorney  and  Professional  Fees.  Each  party will pay
his/her own attorney or  professional  fees in connection with this Agreement or
settlement discussions leading to this Agreement.

                  11.10  Captions.  The  captions  of  Sections  hereof  are for
convenience  only and shall not control or affect the meaning or construction of
any of the provisions of this Agreement.

                  11.11  Controlling  Law.  The parties  hereto  agree that this
Agreement shall be governed and construed by the internal,  substantive  laws of
the State of New York  (without  regard to that  state's  choice of law rules or
doctrines) and, if applicable, the substantive law (statutory, administrative or
common law) of the United States  (without regard to its choice of law, rules or
doctrines)  Sellers hereby consent to personal  jurisdiction in the State of New
York for the purposes of any matter of or related to this A8reement or any other
agreement between the parties hereto executed and delivered on or about the date
hereof,  including for purposes of any amendments hereto or thereto. The parties
hereto further agree that venue for any dispute  arising under this Agreement or
for any other  agreement  between the parties  hereto  which are  executed on or
about the date hereof shall be proper in the United  States  District  Court for
the Southern  District of New York.  The parties ~Iso  expressly  waive trial by
jury and the right to request a transfer of venue,

                  11.12  Binding  Effect.  This  Agreement  shall be bindin8 and
inure to the  benefit  of the  named  parties  hereto,  all of their  wholly  or
partially-owned subsidiaries,  the parties on whose behalf and for whose benefit
it is made and their respective heirs, administrators, executors, successors and
assigns.

                  11.13 Survival. The Securities Purchase Agreement,  as amended
by the  Amendment,  shall  survive and remain  valid,  binding  and  enforceable
according to its terms.



                   Remainder of Page Intentionally Left Blank


<PAGE>

                  IN WITNESS  WHEREOF,  and intending to be legally  bound,  the
parties  have hereto  executed  this  Agreement  on the day and date first above
written.

LANXIDE CORPORATION