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                                                                    EXHIBIT 10.1

                               SALT UNION LIMITED

   Astbury House - Bradford Road - Winsford - Cheshire United Kingdom CW7 2PA
                      Tel: 44 1606 5965 - Fax: __________

                              DATED 27 OCTOBER 2006

                               SALT UNION LIMITED

                                     -and-

                                  DAVID GOADBY

                                SERVICE AGREEMENT

                        Registered in England No. 2654529
      Registered Office: Astbury House, Bradford Road, Winsford, Cheshire,
                             United Kingdom CW7 2PA

              A subsidiary of Compass Minerals International, Inc.

THIS AGREEMENT is made effective the 1ST NOVEMBER 2006 BETWEEN:

(1)  Salt Union Limited whose registered office is situate at Astbury House,
     Bradford Road, Winsford, Cheshire, United Kingdom CW7 2PA and registered
     number is 2654529 (hereinafter called "the Company");

and

(2)  David John Goadby of 7 Gorse Close, Norley, Near Warrington, Cheshire, WA6
     SPY (hereinafter called "the Executive"),

NOW IT IS HEREBY AGREED as follows:

1.   DEFINITIONS

1.1  In this Agreement:

<TABLE>
<S>                                <C>
"Associated Company"               means an associated company
                                   (within the meaning of section 416(1)
                                   Income and Corporation Taxes Act
                                   1988) of the Company
                                   "Associated Companies "shall be
                                   construed accordingly and this term
                                   will include the Parent and the
                                   Parent's subsidiaries;
</TABLE>

<PAGE>

<TABLE>
<S>                                <C>
"Board"                            means the Board of Directors from
                                   time to time of the Company;

"Collective Investment Scheme"     means collective investment scheme
                                   as defined in Section 235 of the
                                   Financial Services and Markets
                                   Act 2000;

"Control"                          means a holding of 51 percent or
                                   more of the issued voting share
                                   capital of the Company or any
                                   Associated Company;

"Defined Benefit Pension Scheme"   means the Salt Union Limited Defined
                                   Benefit Pension Scheme;

"Defined Contribution Plan"        means the Salt Union Limited
                                   Defined Contribution Pension
                                   Scheme;

"Employment"                       means the employment established
                                   by this Agreement;

"Parent"                           Compass Minerals International, Inc.
                                   (hereinafter "Compass Minerals");

"Personal Pension Scheme"          means the personal pension scheme
                                   designated by the Executive from time to
                                   time for the purposes of Clause 18 of this
                                   Agreement.
</TABLE>

2.   APPOINTMENT AND TERM

2.1  The Company shall employ the Executive and the Executive shall serve the
     Company as Vice President Strategic Development.

2.2  The Executive's employment under this Agreement shall commence on 1
     November 2006 and shall continue (subject to the provisions of Clause 2.3
     and to the provisions for earlier termination hereinafter contained) unless
     and until terminated by either the Company giving to the Executive not less
     than six months prior notice in writing or by the Executive giving to the
     Company not less than six months prior notice in writing, provided that
     neither party shall be entitled to provide such notice until or after 2
     November 2007, except that the Company may terminate under Section 15.1
     below at any time on notice as provided in that section and the Executive
     may terminate his

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     employment at any time on ten (10) days notice if the Company is in serious
     breach of this Agreement.

2.3  If the Executive's employment terminates:

     (i) by reason of the liquidation of the Company for the purposes of
     amalgamation or reconstruction; or

     (ii) as part of any arrangement for the amalgamation of the undertaking of
     the Company not involving liquidation; or

     (iii) as part of any arrangement for the transfer of the whole or part of
     the undertaking of the Company to an Associated Company;

     and the Executive is offered employment as Vice President of any
     undertaking from such amalgamation or reconstruction by events described at
     (i) (ii) or (iii) above at a location in North West England or otherwise as
     is mutually agreeable to both the Executive and the Company on terms which,
     when taken as a whole, are no less favourable to the Executive than the
     terms of the Executive's Employment, the Executive will have no claim
     against the Company or any Associated Company, in respect of the
     termination of the Executive's employment by reason of the events described
     in(i) (ii) or (iii) of this clause.

2.4  In the event that a company other than the Parent or an Associated Company
     acquires Control of the Company, the Executive will be entitled to
     terminate this Agreement with immediate effect and upon such termination
     the Company shall compensate the Executive by paying him as liquidated
     damages in full and final settlement of any claims which he has against the
     Company by reason of the termination of this Agreement a sum equivalent to
     basic salary and Medical Insurance calculated over a twelve month period at
     the rate to which the Executive shall have been entitled immediately prior
     to that termination, plus an additional L150,000 (less any amount already
     paid pursuant to sub clause 10.2) (less such tax anD National Insurance
     contributions as may be properly deducted therefrom). The value of the
     Executive's benefits in kind shall be assessed on the Inland Revenue agreed
     scale then prevailing.

2.5  Any payment to the Executive on determination of this Agreement (whether
     accrued salary, holiday pay or otherwise) shall have deducted at source by
     the Company any income tax or employees National Insurance contributions
     which the Company is obliged to deduct.

3.   DUTIES

3.1  The Executive's duties shall be those of Vice President Strategic
     Development with an emphasis on strategic planning, internal growth
     initiatives, and external acquisition opportunities. The Board may from
     time to time impose on or assign to the Executive such reasonable duties as
     it may determine (including, where urgent business needs require, at short
     notice), provided always that such duties shall be commensurate with the
     Executive's position and status. The Executive shall devote the whole of
     his time and attention, abilities and skill during working hours to
     carrying out his duties, shall faithfully, efficiently and diligently
     perform such duties to promote the best interests of

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     the Company and any Associated Company and for that purpose shall exercise
     such powers consistent with the office to which he is appointed and also
     such powers as may from time to time be conferred on him by the Board.
     Executive's duties may or may not include serving as a "director" of the
     Company and/or Associated Companies and/or as chairman of Minosus Ltd. (as
     determined by the Company and/or the Parent from time to time).

3.2  The Executive shall obey the reasonable and lawful restrictions,
     directions, rules or the regulations given to him by the Company or from
     time to time established or laid down by the Company concerning its
     employees.

3.3  The Executive shall at all times promptly give to the Company (in writing
     if so requested) all such information and explanations as it may require in
     connection with matters relating to the Employment or with the business of
     the Company or any Associated Company.

3.4  In pursuance of his duties hereunder the Executive shall, if so required by
     the Company and without further remuneration therefor, perform such
     reasonable services for any Associated Company as the Company may
     reasonably require from time to time, and shall act as director, officer or
     employee of such Associated Company and carry out such reasonable duties
     upon such appointment as if they were duties to be performed by him on
     behalf of the Company under this Agreement provided in each case that such
     services or duties are commensurate with the Executive's position and
     status.

3.5  If the Executive gives or is given notice under Clause 2.2 above the
     Company shall be under no obligation to vest in or assign to the Executive
     any powers or duties or to provide any work for the Executive, and the
     Company may at any time or from time to time suspend the Executive from the
     performance of his duties or exclude him from any premises of the Company,
     but salary will not cease to be payable by reason only of the suspension or
     exclusion of the Executive and the Executive will continue to receive all
     other remuneration and benefits (unless and until the Employment shall be
     terminated under any provision of this Agreement).

4.   TRAVEL AND RESIDENCE

     The Executive shall, if and for so long as he is so required by the Company
     and without any further remuneration therefor other than is herein
     mentioned, perform his duties primarily at the Company's premises at
     Astbury House, Bradford Road, Winsford, Cheshire, CW7 2PA and elsewhere in
     North West England or such other locations as shall be mutually agreeable
     to both the Executive and the Company, and in the course of his employment
     the Executive may be expected to travel (from time to time) both within and
     outside the United Kingdom. This may include up to an average of five
     business days per month in the United States, if so required by the
     Company.

5.   HOURS

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     The Executive shall work such hours as are necessary in order to fulfill
     properly his duties and shall be entitled to no further remuneration from
     work performed outside his normal working hours. By signing this Agreement
     the Executive agrees that the 48 hour weekly working time limit under the
     Working Time Regulations 1998 does not apply to him. The Executive
     understands that he may terminate this opt-out by giving the Company three
     months' written notice.

6.   NON-COMPETITION

     Save with the written consent of the Board, the Executive shall not during
     the continuance of this Agreement be engaged or interested either directly
     or indirectly in any business other than that of the Company or any
     Associated Company to which his duties shall be extended. Nothing in this
     clause shall preclude the Executive from being the holder of shares or
     other securities in any company which are quoted, listed or otherwise dealt
     in on a recognized stock exchange or other securities market and which
     confer not more than 1 percent of the votes which could be cast at a
     general meeting of the company concerned unless the Board shall require him
     not to do so in any particular case on the ground that such company is or
     may be carrying on a business competing or tending to compete with the
     business of the Company or any Associated Company nor shall anything in
     this clause preclude the Executive from investing in the units of any
     Collective Investment Scheme or similar fund.

7.   DATA PROTECTION

     For the purposes of the Data Protection Act 1998, the Executive consents to
     the Company's processing of personal data, including Sensitive Data, of
     which the Executive is the subject [details of which are specified in the
     Company's Data Protection Policy]. "Sensitive Data" means personal data
     consisting of information as to racial or ethnic origin; political
     opinions; religious beliefs or other beliefs of a similar nature;
     membership of a trade union (within the meaning of the Trade Union and
     Labour Relations (Consolidation) Act 1992); physical or mental health or
     condition; sexual life; the commission or alleged commission of any offence
     or any proceedings for any offence committed or alleged to have been
     committed, including the disposal of such proceedings or the sentence of
     any court in such proceedings.

8.   CONFIDENTIAL INFORMATION

8.1  The Executive shall not either during the continuance of this Agreement or
     thereafter for so long as the same is not commonly known in the trade
     (except through breach by the Executive of this obligation of confidence)
     other than for the benefit of the Company or any Associated Company use or
     reveal to any person any of the trade secrets, secret or confidential
     operations, processes or dealings or any other confidential information
     concerning the Company or any Associated Company or any client or customer
     of the Company or any Associated Company including (but without limiting
     the generality of the foregoing) any information or knowledge relating to
     any other business carried on or under investigation by the Company and/or
     any Associated Company, its manufacturing

<PAGE>

     plans, processes of manufacture, ideas, inventions, know how, techniques,
     designs, researches, prices, products, markets, marketing, business
     strategies or suppliers, and acquisition opportunities where such
     information or knowledge was obtained by him whilst in the employ of the
     Company or any Associated Company.

8.2  The foregoing obligation of confidence shall not apply to any disclosure to
     the officials of the Company whose province it is to know the same, or
     where the Executive is ordered so to do by a court of competent
     jurisdiction or by the direction of the Company or is required to do so by
     law.

9.   COMPANY PROPERTY

     All documents, papers, correspondence, notes, memoranda, records (which
     shall include information recorded or stored in writing and also
     information recorded and stored upon magnetic tape or disc or otherwise
     recorded or stored for reproduction whether by mechanical or electronic
     means and whether or not such reproduction will result in a permanent
     record thereof being made) and writings made by the Executive relative to
     the business of the Company or any Associated Company or which have come
     into his possession in the course of the Employment, shall be and remain
     the property of the Company or the Associated Company (as the case may be),
     shall be kept in safe custody by the Executive and shall be handed over by
     the Executive to the Company or the Associated Company (as the case may be)
     together with any other property of whatever nature of the Company or any
     Associated Company on demand and in any event on leaving the service of the
     Company the Executive shall not keep any copies thereof.

10.  REMUNERATION

10.1. During the Employment the Company shall (in addition to any other
     remuneration payable from time to time or benefits referred to in this
     Agreement):

     10.1.1 pay to the Executive a salary at the rate of One Hundred Seventy-Six
     Thousand, Six Hundred Fifty-Seven pounds (GBP176,657) per annum (or at such
     other rate as the parties hereto shall from time to time agree) payable by
     equal calendar monthly installments in arrears on the twenty-fifth day of
     each month and accruing from day to day;

     10.1.2 permit the Executive to participate in the Compass Minerals annual
     incentive plan at a target level of forty percent (40%) of the base salary
     payable from time to time pursuant to sub-clause 10.1.1, and;

     10.1.3 pay or provide such other bonuses or additional remuneration or
     other benefits (if any) generally applicable to Officers and/or Vice
     Presidents of the Company as the Board may from time to time determine on a
     basis consistent with that applicable to such Officers and/or Vice
     Presidents provided always that the Executive shall be entitled to
     participate in any such bonus scheme on terms notified to him from time to
     time by the Company save that the Company may at any time discontinue the
     operation or payment

<PAGE>

     of any such bonus scheme (but not, for the avoidance of doubt, the bonus
     and incentive arrangements referred to in sub-clauses 10.1.2 and 10.2) by
     giving not less than three months prior notice in writing of such
     discontinuance providing that such notice is given to all employees
     participating in such scheme and not merely to the Executive.

10.2 The Company shall make a bonus payment of seventy five thousand pounds
     (L75,000) on each of 1 August 2007 and 1 May 2008. Executive shall not
     receive any payment pursuant to this sub clause 10.2 if such payment is due
     under this sub clause after termination pursuant to sub clause 15.1 or
     after the Executive's employment has terminated as a result of notice of
     termination given by the Executive (including after notice as a result of a
     serious breach of this Agreement by the Company). In all other
     circumstances the payments under this sub-clause shall remain payable to
     the Executive. Except as provided in sub clause 15.1, under sub clause 2.2,
     neither party may terminate prior to 1 May 2008 (on notice given 2 November
     2007).

10.3 Subject to the provisions of this clause 10, if the Company pays the
     Executive a bonus in any one year, this shall not give rise to any
     contractual entitlement to a bonus in future years.

10.4 Regardless of anything to the contrary contained in the Articles of
     Association of the Company or any Associated Company, the Executive shall
     not be entitled to any other remuneration whether as an ordinary, executive
     or local director of the Company or any Associated Company or otherwise and
     the Executive shall, as the Company may direct, either effectually waive
     his right to any such remuneration or shall account for and pay over the
     same to the Company immediately he receives it. For the avoidance of doubt,
     the Executive agrees and acknowledges that, at the Company's sole
     discretion, he may be removed or appointed as a Director of the Company or
     any Associated Company at any time during the course of this Agreement and
     such appointment or removal shall not constitute a breach of the terms of
     this Agreement.

10.5 The rate of the salary specified in sub-clause 10.1.1 of this clause shall
     be reviewed annually on 1 April commencing in 2007 having regard on each
     such review to any increase in the United Kingdom all-items retail price
     index (or any similar index brought in to replace it) over the preceding
     year.

11.  EXPENSES

     The Company shall (on production of satisfactory receipts if requested)
     reimburse or cause to be reimbursed to the Executive all reasonable travel,
     hotel, entertaining and other out-of-pocket expenses properly, wholly and
     necessarily incurred by him, or which he may from time to time be
     authorized to incur, in the performance of his duties under this Agreement
     and such expenses shall be presented to the Company's Chief Financial
     Officer for his signature and approval before payment is made to the
     Executive. Any credit card supplied to the Executive by the Company shall
     be used, solely for expenses properly, wholly and necessarily incurred by
     him or as may have been authorized in the course of the Employment and such
     credit card shall be returned immediately on demand

<PAGE>

     to the President of the Parent Company and in any event on the termination
     for whatever reason of the Employment.

12.  HOLIDAYS

12.1 The Executive shall be entitled to thirty-one working days holiday with pay
     in each year to be taken at such time or times, as the Board may approve in
     addition to the normal statutory, bank and other public holidays for the
     time being recognized by the Company. The holiday year runs from 1st
     January to 31st December. Holidays not taken in any such year or by the
     determination of this Agreement will be lost and the Executive will not be
     entitled to any accrued holiday pay or pay in lieu of holiday except on
     termination of the employment.

12.2 If the Executive shall serve under this Agreement during part only of a
     calendar year, he shall be entitled to 2.58 working days holiday in respect
     of each full calendar month served.

12.3 Upon termination of this Agreement for whatever reason whether lawful or
     unlawful, the Executive shall be entitled to a payment in lieu on a
     pro-rata basis for any holidays not taken which have accrued in a calendar
     year then current. This payment shall be calculated by multiplying the
     accrued entitlement by 1/260 of the Executive's salary at the time.

12.4 Similarly if at the date of termination of the employment the Executive
     should have taken more holiday than has accrued the Company may make
     deductions for the appropriate amount from any accrued salary. This
     deduction shall be calculated in accordance with the formula set out in
     Clause 12.3 above.

13.  SICKNESS

13.1 If the Executive shall during the Employment be prevented by illness,
     accident or injury from performing his duties hereunder, he shall be
     entitled (subject to production of medical certificates satisfactory to the
     Company if requested) to receive for a period of 26 weeks in any twelve
     month period his salary at the rate specified in sub-clause 10.1.1 hereof
     (less any statutory sick pay).

13.2 The Executive will, if required by the Company, whether in connection with
     absence through illness, accident or injury or generally in connection with
     the Employment, at the Company's expense present himself for a medical
     examination by a doctor selected by the Company, a copy of whose report
     shall be available on request to the Executive.

14.  INVENTIONS

14.1 In view of his position as Vice President Strategic Development and the
     duties thereby entailed and the responsibilities arising from the nature of
     such duties the Executive shall have a special obligation to further the
     interests of the Company. Accordingly, if at any

<PAGE>

     time during the Employment, the Executive shall make or discover any
     invention, development, improvement, process or secret whether alone or in
     conjunction with any other person, firm or company which (whether the
     subject of letters patent or not) shall relate to or concern any of the
     products or methods of production of the Company or any Associated Company
     whether in exile or planned or merely contemplated (referred to as an
     "Invention") then;

     14.1.1 the Executive shall forthwith in writing communicate full details
          thereof including (without prejudice to the generality of the
          foregoing) all necessary plans and models to the Board or as the Board
          may direct;

     14.1.2 any such Invention made or discovered by the Executive, or his share
          therein if made or discovered jointly, shall, insofar as it relates to
          or concerns the business of the Company or any Associated Company,
          belong to and be the absolute property of the Company;

     14.1.3 all information relating to an Invention shall be regarded as
          confidential and accordingly the provisions of Clause 8 hereof shall
          apply thereto (as well after as before any registration or application
          to register any patent in respect of such Invention);

     14.1.4 at the request of the Company (whether during the continuance of the
          Employment or thereafter) the Executive shall at the expense of the
          Company as part of his duties join with and assist the Company or any
          nominee of the Company in obtaining and/or renewing letters patent,
          design and/or trade mark registrations or other like protection in
          such countries as the Board may direct for the Invention and shall
          execute such deeds and documents and carry out such acts as may be
          necessary for Vesting in the Company or its nominee (as the case may
          be) the sole beneficial right in the Invention; and

     14.1.5 the Company shall be under no liability to account to the Executive
          for any revenue or profit derived or resulting from the Invention.

     The provisions of this clause shall be without prejudice to the Executive's
     rights (if any) under Section 40 of the Patents Act 1977 or any
     modification or re-enactment thereof and the Executive hereby irrevocably
     and by way of security appoints any Director of the Company to be his
     attorney and in his name and on his behalf to do and execute any such act
     or instrument as may be necessary for the purpose of implementing the above
     provisions.

15.  TERMINATION

15.1 The Company may by ten (10) days notice in writing to the Executive
     determine this Agreement forthwith (and the Executive shall have no claim
     against the Company for damages or otherwise by reason of such
     determination) if the Executive shall:

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     15.1.1 commit an act of bankruptcy; or

     15.1.2 commit any serious breach of or continue (after written warning) any
          material breach of any of his obligations to the Company or any
          Associated Company under this Agreement; or

     15.1.3 be convicted of an offence under any present or future statute,
          order or regulation relating to insider dealing; or

     15.1.4 have an order made against him under any of the provisions of
          Sections 6 to 10 (inclusive) of the Company Directors Disqualification
          Act 1986 or for any reason whatsoever shall be or become prohibited by
          law from being a director; or

     15.1.5 refuse without proper reason to comply with any lawful and
          reasonable orders or directions given to him by the Board; or

     15.1.6 be guilty of conduct which brings the Company or any Associated
          Company into serious disrepute so long as the Company within three
          months of having been made aware of the conduct determines this
          Agreement; or

     15.1.7 be convicted of any criminal offence (other than any offence under
          road traffic legislation in the United Kingdom or elsewhere for which
          he is not sentenced to any term of imprisonment whether immediate or
          suspended).

15.2 On termination of this Agreement for whatever cause or on the Company
     exercising its rights under sub clause 3.5 of this Agreement, the Executive
     shall forthwith resign from all offices held by him in the Company and any
     Associated Company (but such resignation shall be without prejudice to any
     claims which the Executive may have for breach of this Agreement) and
     hereby irrevocably appoints and authorizes the Chief Financial Officer of
     the Company to be his attorney to sign such resignation in his name.

16.  MISREPRESENTATION

     The Executive shall not at any time make any untrue statement about or in
     relation to the Company or any Associated Company or its or their personnel
     and in particular, shall not after the determination of the Employment
     wrongfully represent himself as being employed by or connected with the
     Company or any Associated Company.

17.  POST-EMPLOYMENT RESTRICTIONS

The Executive undertakes and agrees with the Company that for a period of six
months from the termination of the Employment he will not without the prior
consent in writing of the Board directly or indirectly:

17.1 carry on or be concerned or employed by or (save as the holder of shares or
     other securities in any company which are quoted, listed or otherwise dealt
     in on a recognized

<PAGE>

     stock exchange or other securities market and which confer not more than 1
     percent of the votes which could be cast at a general meeting of the
     company concerned and save as an investor in the units of any Collective
     Investment Scheme or similar fund) interested in any business within the
     Relevant Area which is competitive with the business carried on at the date
     of termination of the Employment by the Company or any Associated Company
     and to which the Executive's duties related (for purposes of this
     Agreement, "Relevant Area: means the United Kingdom and any other country
     in which the Company or the Associated Companies operate, and in respect of
     which: (a) the Executive has performed services for the Company and/or
     Associated Companies; and/or (b) the Executive has confidential information
     relating to a business of the Company or any Associated Company operating
     in that country);

17.2 canvass or solicit (in competition with the Company or any Associated
     Company to which the Executive duties related) the custom of or deal with
     any person or firm or company who at any time during the period of twelve
     months immediately preceding the date of termination of the Employment was
     to the knowledge of the Executive a customer or prospective customer or in
     the habit of dealing with the Company or any Associated Company in respect
     of goods or services of a type supplied by the Company or any Associated
     Company to which the Executive's duties related and who was known to the
     Executive by reason of the Employment;

17.3 solicit or entice or endeavor to solicit or entice away from the Company or
     any Associated Company to which the Executive's duties related any supplier
     who has supplied goods or services to the Company or any Associated Company
     during the period of six months immediately preceding the date of
     termination of the Employment if such solicitation or enticement causes or
     would cause such supplier to cease supplying, or materially to reduce its
     supply of, those goods or services to the Company or any Associated
     Company.

17.4 Further the Executive undertakes and agrees with the Company that for a
     period of six months from the termination of Employment he will not without
     the prior consent in writing of the Board directly or indirectly solicit or
     entice or endeavor to solicit or entice away from the Company or any
     Associated Company any director, manager, employee or consultant who was
     employed or engaged by the Company or any Associated Company at the date of
     termination of the Employment in a managerial, supervisory, technical,
     sales, financial or administrative post and to whom the Executive's duties
     related whether or not such person would commit any breach of his contract
     of employment by reason of leaving the employment of the Company or any
     Associated Company; and

17.5 The Executive agrees and acknowledges that each of the restrictions
     contained in the foregoing sub-clauses of this clause shall constitute
     entirely separate and independent restrictions on him and that the
     duration, extent and application of each of the restrictions are no greater
     than is necessary for the protection of the goodwill of the business, trade
     secrets and confidential information of the Company or any Associated
     Company and that such restrictions would not operate harshly or
     unreasonably on him; and

<PAGE>

17.6 if any such restriction is held to be invalid but, if reduced whether in
     its field or activity, in its duration or in its geographical area, would
     be valid in such reduced form, then such reduced restriction and all other
     remaining restrictions shall continue to apply to the extent that they
     shall not be held to be invalid.

18.  PENSION AND MEDICAL INSURANCE SCHEMES

18.1 The Executive now and throughout the term of this Agreement shall be
     entitled at his option:

     18.1.1 either to remain an active member of the Defined Benefit Pension
          Scheme and to be entitled to benefits in accordance with the rules
          thereof, or to join and to be an active member of the Defined
          Contribution Plan and to be entitled to benefits in accordance with
          the rules thereof; and

     18.1.2 to direct the Company to pay contributions to the Personal Pension
          Scheme or another pension scheme or arrangement in accordance with
          Clause 18.4.

     The Executive's contributions to the Defined Contribution Plan and the
     Personal Pension Scheme shall be deducted from his salary by the Company
     and remitted duly and punctually by the Company to the applicable pension
     scheme.

     Whilst the Executive is an active member of the Defined Benefit Pension
     Scheme, the Company shall be entitled to reduce the payment due under
     Clause 10.1.1 each month by way of deduction from salary in the amount of
     the Company's contribution on Executive's behalf to the Defined Benefit
     Pension Scheme. The amount of salary payable under Section 10.1.1 that will
     be used as the basis for calculations under the Defined Benefit Pension
     Scheme will be GBP 123,000 (with a current contribution amount of GBP3,258)
     subject to annual increases pursuant to the rules provided in the Defined
     Benefit Pension Scheme. The Company will not make any changes in the
     contribution amount without giving Executive two (2) weeks notice.

     There is a contracting out certificate in force in respect of the
     Executive's membership in the Defined Benefit Pension Scheme.

18.2 The Executive shall be entitled to membership of the Company's Medical
     Insurance Scheme from time to time in force applicable to full-time
     employees or officers of the Company in accordance with the rules
     applicable thereto and the Company shall bear the subscriptions therefore.
     Membership will include cover for the Executive, his spouse and his
     children under the age of 18.

18.3 Upon the Executive ceasing to be an active member of the Defined Benefit
     Pension Scheme (whether he continues in the service of the Company or not)
     before he is entitled under the rules of the Defined Benefit Pension Scheme
     to receive benefits including a pension subject to no actuarial reduction
     for early payment, consistent with the

<PAGE>

     requirements of H.M. Revenue and Customs requirements, the Executive shall
     be entitled to receive benefits from the Defined Benefit Pension Scheme
     including a pension subject to full actuarial reduction for early payment
     and the Company shall do anything which is necessary under the rules of the
     Defined Benefit Pension Scheme (including exercising any relevant
     discretionary power in favour of the Executive) to allow the payment of
     such benefits.

18.4 The Company shall, if the Executive so elects, pay in lieu of all or any of
     the payments due under Clauses 2.4, 10.1 and 10.2 of this Agreement an
     employer contribution of an equivalent gross sum (determined exclusive of
     deductions for taxation and employer and employee national insurance
     contributions) to the Personal Pension Scheme or any other pension scheme
     or arrangement designated for this purpose by the Executive which is able
     in accordance with its rules to receive such contributions in such
     proportions as the Executive shall direct from time to time.

19.  ENTIRE AGREEMENT

     This Agreement shall be in substitution for any previous service agreement
     between the Company or any Associated Company and the Executive and for any
     terms of employment previously in force between the Company or any
     Associated Company and the Executive and the Executive acknowledges and
     warrants that there are no agreements or arrangements whether written, oral
     or implied between the Company or any Associated Company and the Executive
     relating to the employment of the Executive other that those expressly set
     out in this Agreement and that he is not entering into this Agreement in
     reliance of any representation not expressly set out in this Agreement.

20.  NO COMMISSIONS

     The Executive shall under no circumstances whatsoever either directly or
     indirectly receive or accept for his own benefit any commission, rebate,
     discount, gratuity or profit from any person, company or firm having
     business transactions with the Company or any Associated Company.

21.  EMPLOYMENT RIGHTS ACT 1996

     The written particulars of terms of employment referred to in Section 1 of
     the Employment Rights Act 1996 are contained herein and accordingly no
     separate written statement will be given by the Company to the Executive.

22.  NOTICES

Any notice or other document to be given under this Agreement to the Company
shall be delivered or sent by first class recorded delivery post or facsimile or
telex to the Company at its registered office from time to time (for the
attention of the secretary of the Company) and any notice or other document to
be given under this Agreement to the Executive shall be delivered to

<PAGE>

him or sent by first class recorded delivery post or facsimile or telex to his
usual or last known place of residence. Any such notice or other document shall
be deemed to have been served:

     22.1 if delivered, at the time of delivery; or

     22.2 if posted, at the expiration of 48 hours after the envelope containing
          the same was put into the post; or

     22.3 if sent by facsimile or telex, at the expiration of 12 hours after the
          same was dispatched or (in the case of telex and if earlier) when the
          sender shall have received the recipient's answerback code after
          sending.

     In proving such service it shall be sufficient to prove that delivery was
     made or that the envelope containing such notice was properly addressed and
     posted pre-paid first class recorded delivery letter or that the facsimile
     or telex was properly addressed and dispatched as the case may be.

23.  DISCIPLINARY AND GRIEVANCE PROCEDURE

     There are no formal or contractual disciplinary or grievance procedures
     that apply to the Executive. If the Executive is dissatisfied with any
     disciplinary decision relating to him or seeks redress of any grievance
     relating to the Employment (other than the construction of this Agreement),
     he should first refer the matter to the President of parent Company and
     then to the Chairman of the Parent Company.

24.  PERIOD OF CONTINUOUS EMPLOYMENT

     The Executive has a continuous period of employment dating back to 1
     September 1972.

25.  GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with
     English law and the parties hereby submit to the jurisdiction of the
     English Courts as regards any claim or matter arising under this Agreement.

26.  ASSIGNMENT.

     The Company may, with the consent of the Executive (such consent not to be
     unreasonably withheld), assign this Agreement to any Associated Company
     which is registered in England and Wales and for avoidance of any doubt
     such transfer will not trigger Executive's rights under Clause 2.4 of this
     Agreement.

                        [Signatures follow on next page]

<PAGE>

IN WITNESS whereof this document is executed and delivered on the day and year
first above written.

SALT UNION LIMITED


/s/ Ian Gordon
-------------------------------------
Ian Gordon, Director


/s/ David J. Goadby
-------------------------------------
David J. Goadby