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                                PATENT AGREEMENT


         THIS PATENT SECURITY AGREEMENT, is made as of
September 25,1996 (as amended, supplemented, amended and restated or otherwise
modified from time to time, this "Agreement"), by NIEMAND INDUSTRIES, INC., a
Delaware corporation, (the "Grantor"), in favor of HARRIS TRUST AND SAVINGS
BANK, as agent (the "Agent");

                              W I T N E S S E T H :

         WHEREAS, the Grantor and others have entered into a Credit Agreement
dated as of September 25, 1996 (as the same may be amended, modified,
supplemented, restated or replaced from time to time, the "Credit Agreement";
terms used herein and not otherwise defined herein are used herein as defined in
the Credit Agreement), among the Grantor, various financial institutions from
time to time party thereto and the Agent;

         WHEREAS, in connection with the Credit Agreement, the Grantor has
executed and delivered a Security Agreement, dated as of the date hereof
(together with all amendments and other modifications, if any, from time to time
thereafter made thereto, the "Security Agreement"); and

         WHEREAS, as a condition precedent to extending credit under the Credit
Agreement, the Grantor is required to execute and deliver this Agreement and to
grant to the Agent a continuing security interest in all of the Patent
Collateral (as defined below) to secure the Liabilities.

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Grantor agrees, for the benefit of the Agent,
as follows:

         SECTION I. Definitions.  Unless otherwise defined herein
or the context otherwise requires,  terms used in this Agreement,  including its
preamble and recitals, have the meanings provided in the Security Agreement.

         SECTION II. Grant of Security Interest
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, to secure the due and punctual performance and payment of
all Liabilities, the Grantor does hereby mortgage, pledge and hypothecate to the
Agent, and grant to the Agent a security interest in, all of the following
property (the "Patent Collateral"), whether now owned or hereafter acquired or
existing: All foreign and United States patents and applications for patents,
including, without limitation, those listed on 



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Attachment  1 hereto  and any and all  applications  for,  reissues,  divisions,
continuations,  renewals,  extensions,  and  continuations-in-part  thereof, the
right to sue for past,  present  and future  infringements  thereof,  all rights
corresponding  thereto  throughout the world, and all proceeds of the foregoing,
including,  without limitation,  license royalties, and proceeds of infringement
suits.

         SECTION III. Security Agreement. This Agreement
has been executed and delivered by the Grantor for the purpose of registering
the security interest of the Agent in the Patent Collateral with the United
States Patent and Trademark Office and corresponding offices in other countries
of the world. The security interest granted hereby has been granted as a
supplement to, and not in limitation of, the security interest granted to the
Agent under the Security Agreement. The Security Agreement (and all rights and
remedies of the Agent thereunder) shall remain in full force and effect in
accordance with its terms.

         SECTION  IV.   Release  of  Security Interest.  Upon  payment in full 
of all  Liabilities,  the Agent  shall,  at the Grantor's expense,  execute and
deliver to the Grantor all instruments and other documents  as may be necessary
or proper to release  the lien on and  security interest in the Patent
Collateral which has been granted hereunder.

         SECTION V. Acknowledgment.  The Grantor does hereby further acknowledge
and  affirm  that the  rights  and  remedies  of the Agent  with  respect to the
security  interest in the Patent  Collateral  granted  hereby are more fully set
forth in the Security  Agreement,  the terms and provisions of which  (including
the remedies  provided for therein) are  incorporated by reference  herein as if
fully set forth herein.

         SECTION VI. Loan  Document,  etc.  This  Agreement  is a Loan  Document
executed pursuant to the Credit Agreement and shall (unless otherwise  expressly
indicated herein) be construed,  administered and applied in accordance with the
terms and provisions of the Credit Agreement.

         SECTION  VII.  Counterparts.  This  Agreement  may be  executed  by the
parties hereto in several  counterparts,  each of which shall be deemed to be an
original  and all of  which  shall  constitute  together  but  one and the  same
agreement.




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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.

                             NIEMAND INDUSTRIES INC.


                              By: _/s/ W E Rose
                              Name: Walter E. Rose
                              Title: Vice President


                     HARRIS TRUST AND SAVINGS BANK, as Agent


                              By: _/s/John M. Dillon
                              Name: John M. Dillon
                              Title: Vice President


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                                                        ATTACHMENT 1
                                                                to
                                                          AGREEMENT
                                                          (Patent)

Item A.  Patents


                         Registered Patents

Country             Patent         Registration No.    Registration Date

United States     High temperature     4,608,107         August 26, 1986
                  probe lance cover

United States     Power drum            4,674,520        June 23, 1987

United States     Disposable medicine   5,282,789        February 1, 1994
                  applicator



                 Pending Patent Applications

Country           Patent      Serial No.        Filing Date


                                NONE



                  Patent Applications in Preparation

                                                  Expected
               Products/
Country                Patent  Docket No.        Filing Date        Services


                                 NONE



Item B.  Patent Licenses

Country or                                    Effective    Expiration
Territory          Patent     Licensor    Licensee        Date          Date


                                  NONE




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