<PAGE>          1

                                                                    Exhibit 10.1





                            STOCK PURCHASE AGREEMENT


                                     between


                              HECLA MINING COMPANY


                                       and


                             ZEMEX U.S. CORPORATION




                                November 17, 2000




























<PAGE>          2

                                TABLE OF CONTENTS

                                    ARTICLE 1
                                PURCHASE AND SALE

1.1    Purchase of Stock
1.2    Closing
1.3    Execution and Delivery of Closing Documents
1.4    Dividends and Capital Contributions

                                    ARTICLE 2
                          ADJUSTMENTS TO PURCHASE PRICE

2.1    Balance Sheet
2.2    Post-Closing Adjustments

                                    ARTICLE 3
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

3.1    Organization and Good Standing
3.2    Authorization and Validity
3.3    No Conflict
3.4    Purchase for Investment
3.5    Investigation by Purchaser
3.6    Finder's Fee
3.7    Financing

                                    ARTICLE 4
                    REPRESENTATIONS AND WARRANTIES OF SELLER

4.1    Organization and Good Standing of Seller
4.2    Authorization and Validity
4.3    No Conflict
4.4    Organization and Good Standing of Subsidiaries
4.5    Capitalization
4.6    Corporate Records
4.7    Financial Statements
4.8    Absence of Undisclosed Liabilities
4.9    Absence of Certain Changes
4.10   Material Contracts
4.11   Leases and Concessions
4.12   Real Estate; Encumbrances
4.13   Environmental
4.14   Patents, Trademarks and Trade Names
4.15   Litigation; Compliance with Law
4.16   Tax Matters
4.17   Employee Benefit Plans
4.18   Labor
4.l9   Inventory
4.20   Employees
4.21   Major Customers and Suppliers
4.22   Accounts Receivable
4.23   Finder's Fee
4.24   Title to Assets



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4.25   Accounts
4.26   Related Parties
4.27   Deleted Intentionally
4.28   Charitable Commitments
4.29   Defective Pricing
4.30   Insurance
4.31   Product Warranty Liabilities
4.32   Equipment
4.33   Y2K
4.34   Commercial Bribery
4.35   Actions Regarding Employees
4.36   Reclamation Liabilities
4.37   Reserve Estimates
4.38   Representations Not Misleading
4.39   Copies Accurate
4.40   Definition of Knowledge

                                    ARTICLE 5
                 SELLER'S AND PURCHASER'S PRE-CLOSING COVENANTS

5.1    Business Operations
5.2    Access
5.3    Material Change
5.4    Governmental Approvals
5.5    Exclusivity
5.6    K-T Clay/Feldspar 401(k) and Benefit Plans
5.7    Purchaser's Obligations
5.8    Joint Obligations
5.9    Deliveries of Information; Consultations
5.10   Settlement of Intercompany Accounts

                                    ARTICLE 6
                        PURCHASER'S CONDITIONS PRECEDENT

6.1    Representations and Warranties
6.2    Covenants
6.3    No Injunction
6.4    No Material Adverse Change
6.5    HSR Act; Exon-Florio
6.6    Consents
6.7    Opinion of Seller's Counsel
6.8    Deleted Intentionally
6.9    Certain Audited Financials
6.10   2000 Audit


                                    ARTICLE 7
                          SELLER'S CONDITIONS PRECEDENT

7.1    Representations and Warranties
7.2    Covenants
7.3    No Injunction
7.4    HSR Act, Exon-Florio
7.5    Opinion of Purchaser's Counsel




<PAGE>          4

                                    ARTICLE 8
                                CLOSING DOCUMENTS

8.1    Form of Documents
8.2    Purchaser's Deliveries
8.3    Seller's Deliveries
8.4    Joint Deliveries

                                    ARTICLE 9
                             POST-CLOSING AGREEMENTS

9.1    Post-Closing Agreements
9.2    Inspection of Records
9.3    Use of Trademarks
9.4    Back-Up
9.5    Payments of Accounts Receivable
9.6    Third Party Claims
9.7    Non-Solicitation
9.8    Confidentiality
9.9    Non-Compete
9.10   Specific Performance
9.11   Retention Bonuses
9.12   Agreement to Defend and Indemnify
9.13   Retirement Plans
9.14   Claims under Welfare Plans
9.15   Hecla Name
9.16   K-T Feldspar Corporation
9.17   Releases/Collateral
9.18   Technology Support

                                   ARTICLE 10
                                      TAXES

10.1   In General
10.2   Reporting and Payment of Taxes
10.3   Certain Unpaid Taxes
10.4   Allocations Relating to Taxes
10.5   Refunds and Credits
10.6   Cooperation Audits
10.7   Section 338(h)(10) Election

                                   ARTICLE 11
                                 INDEMNIFICATION

11.1   Indemnification by Seller
11.2   Indemnification by Purchaser
11.3   Exclusive Nature of Remedies
11.4   Cooperation
11.5   Subrogation
11.6   Third Party Claims other than Taxes and
          Environmental Matters
11.7   Environmental Claims
11.8   Characterization of Indemnity Payments
11.9   Representations at Closing




<PAGE>          5

                                   ARTICLE 12
                                   TERMINATION

12.1   Termination
12.2   Effect of Termination

                                   ARTICLE 13
                                  MISCELLANEOUS

13.1   Fees
13.2   Publicity
13.3   Amendments
13.4   Assignment
13.5   Non-Waiver
13.6   Binding Effect; Benefit
13.7   Notice
13.8   Entire Agreement
13.9   Costs, Expenses and Legal Fees
13.10  Severability
13.11  Survival of Representations and Warranties
13.12  Governing Law and Venue
13.13  Captions
13.14  Counterparts
13.15  Number and Gender
13.16  Facsimile Transmissions
13.17  Further Assurances
13.18  No Admissions
13.19  Dollars



LIST OF EXHIBITS

Exhibit A    Escrow Agreement
Exhibit B-1  Opinion of Seller's Counsel
Exhibit B-2  Opinion of Seller's Outside Counsel
Exhibit C    Opinion of Purchaser's Outside Counsel
Exhibit D    Mica Purchase Agreement
Exhibit E    Joint Mining Agreement



LIST OF SCHEDULES

2.1    Standards of Financial Statements
4.3    Conflicts & Consents - Charters, Bylaws, Contracts,
       Judgments, Laws & Regulations
4.4    Qualifications in Foreign Jurisdictions; Other Entities
       and Interests
4.5    Encumbrances on Stock
4.9    Changes in Position
4.10   Material Contracts
4.11(a) Leases - Non-mineral Real Property and Personal Property
4.11(b) Leases and Concessions - Mining and Mineral Real Property Interests



<PAGE>          6

4.12   Owned Real Property
4.13   Environmental Matters
4.14   Software Licenses, Patents, Trademarks & Trade Names
4.15   Litigation & Regulatory Compliance
4.16   Tax Matters
4.17   Employee Benefit Plans
4.18   Organized Labor Matters
4.l9   Inventories
4.20   Employees
4.21   Major Customers & Suppliers
4.22   Subsidiary Sales Contracts
4.24   Title to Assets - Exceptions
4.25   Accounts
4.26   Related Parties
4.30   Insurance
4.31   Product Warranties
4.32   Leased Equipment
4.36   Reclamation Liabilities
4.37   Reserve Estimates
5.3    Material Changes since September 30, 2000






































<PAGE>          7

                            STOCK PURCHASE AGREEMENT

     THIS  STOCK  PURCHASE AGREEMENT, dated as of November 17, 2000, is  between
Hecla  Mining  Company,  a  Delaware  corporation  ("Seller"),  and  Zemex  U.S.
Corporation, a Delaware corporation ("Purchaser").

                              W I T N E S S E T H:

     WHEREAS,  Kentucky-Tennessee  Clay Company, a  Delaware  corporation  ("K-T
Clay"),   is  a  wholly  owned  subsidiary  of  Seller,  and  Hecla  de   Brasil
Empreendimentos de Participacoes Ltda., a Brazilian sociedade civil  por  quotas
de  responsibilidade  limitada ("Hecla Brazil"), is  entirely  owned  by  Seller
except for one share owned by Nathaniel K. Adams pursuant to the requirements of
Brazilian law.  K-T Clay de Mexico, S.A. de C.V., a Mexican sociedad anonima  de
capital  variable ("K-T Mexico") is entirely owned by K-T Clay  except  for  one
share  owned  by  Ricardo Garcia pursuant to the requirements  of  Mexican  law.
Recursos  Minerales  del  Norte, S.A. de C.V., a  Mexican  sociedad  anonima  de
capital variable ("Recursos"), is entirely owned by Seller except for one  share
owned  by Ricardo Garcia pursuant to the requirements of Mexican law, and Seller
will, prior to the Closing, transfer all its interest in Recursos to K-T Mexico.
Duque  de Caxias Mineracao Ltda. ("Duque") and Mineracao Hecla do Brasil,  Ltda.
("Mineracao  Hecla"),  each  a  Brazilian  sociedade  comercial  por  quotas  de
responsibilidade  limitada, are entirely owned by Hecla Brazil  except  for  one
share  of Duque and one hundred shares of Mineracao Hecla owned by Nathaniel  K.
Adams  pursuant  to the requirements of Brazilian law.  The minority  owners  of
each  of  Hecla  Brazil, K-T Mexico, Recursos, Duque, and  Mineracao  Hecla  are
hereinafter referred to as the "Incidental Owners".  K-T Clay, Hecla Brazil, K-T
Mexico, Recursos, Duque and Mineracao Hecla are hereinafter jointly referred  to
as "the Subsidiaries" and individually as a "Subsidiary"; and

     WHEREAS, Seller desires to sell, and Purchaser desires to purchase, 100% of
the  issued and outstanding shares of capital stock of K-T Clay, as well as  all
of  the issued and outstanding shares of capital stock or quotas of Hecla Brazil
owned  by  Seller (together, the "Stock"), and Purchaser desires to acquire,  or
cause  its  designees to acquire all shares or quotas (as the case  may  be)  of
Hecla  Brazil,  K-T  Mexico, Recursos, Duque and Mineracao Hecla  owned  by  the
Incidental Owners;

     NOW,  THEREFORE, in consideration of the mutual representations, warranties
and  covenants contained herein, and on the terms and subject to the  conditions
set  forth herein, the parties to this Agreement, intending to be legally bound,
agree as follows:






<PAGE>          8

                                    ARTICLE 1
                                PURCHASE AND SALE

     1.1   Purchase  of Stock.  On the terms and subject to the  conditions  set
forth  herein, at the Closing (as defined below), Seller shall sell and  deliver
to Purchaser, and Purchaser shall purchase from Seller, the Stock.  Seller shall
sell  the  Stock  to Purchaser, free and clear of all options,  proxies,  voting
trusts, voting agreements, judgments, pledges, charges, escrows, rights of first
refusal  or  first offer, mortgages, indentures, claims, transfer  restrictions,
liens,   equities,   security   interests   and   other   similar   encumbrances
(collectively,  "Claims") other than Permitted Encumbrances or  Permitted  Liens
(as  defined  below).  The purchase price for the Stock (the  "Purchase  Price")
shall  be Sixty-Eight Million Dollars ($68,000,000), plus or minus (as the  case
may  be)  the  Purchase Price Adjustment (as herein defined).  Of  the  Purchase
Price,  Purchaser shall pay to LaSalle Bank, National Association,  as  escrowee
(Escrowee"),  pursuant  to an Escrow Agreement in the form  attached  hereto  as
Exhibit  A, Two Million Dollars ($2,000,000) upon the execution and delivery  of
this  Agreement  to  (a)  offset  Seller's costs and  expenses  associated  with
entering  into  this  Agreement  and preparing to  consummate  the  transactions
contemplated hereby, (b) compensate Seller for the risks (including reputational
risk)  associated  with  entering into an Agreement  which  is  not  certain  of
consummation, and (c) commit Purchaser to diligently pursue the consummation  of
the  transactions contemplated hereby (the "Execution Payment").  The  Execution
Payment  shall  only be refundable to Purchaser in the limited circumstances  as
provided  in  Section 12.2 hereof, which shall be strictly  construed.   On  the
Closing Date (as defined below), Purchaser shall pay the Purchase Price less the
Execution  Payment,  plus or minus (as the case may be) the  Estimated  Purchase
Price Adjustment (as herein defined) to Seller, in exchange for the Stock.  Each
payment  of any portion of the Purchase Price shall be made by wire transfer  of
immediately available funds to an account of Seller or to accounts designated by
it at a bank or banks designated in writing by Seller which designation shall be
made  at  least  three  (3)  business days before the  scheduled  payment  date,
provided the Execution Payment shall be made to the Escrow Agent on the date  of
this  Agreement.  Certain adjustments may be made to the Purchase Price  on  the
Post-Closing Date (as defined below) in accordance with Article 2.

     1.2   Closing.   The  closing  of  the transactions  contemplated  by  this
Agreement  (the  "Closing") shall take place at 10:00  a.m.,  Chicago,  Illinois
time, at the offices of Bell, Boyd & Lloyd LLC, 70 West Madison Street, Chicago,
Illinois  on  the  latest of (a) January 16, 2001, (b) the second  business  day
following  the  availability of the Audited Financial Statements  and  the  2000
Audit (as defined below), or (c) such other date as may be agreed upon by Seller
and  Purchaser in writing, subject, however, to Article 12.  The date  on  which
the Closing occurs is hereinafter referred to as the "Closing Date."


<PAGE>          9

     1.3   Execution  and Delivery of Closing Documents.  At  the  Closing,  the
parties  shall  execute  and  deliver each document,  agreement  and  instrument
required  by  this  Agreement to be so executed and  delivered  as  provided  in
Article 8.

     1.4   Dividends and Capital Contributions.  On the Closing Date, and  prior
to the Closing, (x) Seller shall cause K-T Clay to declare and pay a dividend to
Seller of (i) all intercompany accounts receivable owed by Seller or any of  its
Affiliates  (as  herein defined) to any of the Subsidiaries on account  of  cash
advances to Seller or its Affiliates plus (ii) the accounts receivable  owed  by
Owens Corning Fiberglass, Inc. ("OCF") and its affiliates to the Subsidiaries on
the  date of OCF's filing of a petition under Chapter 11 of the Bankruptcy Code,
and  (y)  Seller shall contribute to the capital of the appropriate Subsidiaries
all  intercompany indebtedness owed by any of the Subsidiaries to Seller or  any
of  its  Affiliates.   As used herein: (i) an "Affiliate" is  any  Person  which
controls  another Person, which such other Person controls, or  which  is  under
common  control  with  another Person (except that, for  the  purposes  of  this
Agreement,  the  Subsidiaries shall not be deemed to be Affiliates  of  Seller);
(ii)   "Control"  means the power, direct or indirect, to direct  or  cause  the
direction  of the management and policies of a Person through voting securities,
contract  or  otherwise;  and (iii) "Person" means an individual,  any  type  of
business  entity (including a corporation, joint-stock company,  partnership  or
limited  liability company), any other type of legal entity (including a trust),
or any governmental agency or instrumentality.

                                    ARTICLE 2
                          ADJUSTMENTS TO PURCHASE PRICE

     2.1  Balance Sheet.

           (a)   As promptly as practicable after the Closing Date, Seller shall
     prepare  a  proposed combined balance sheet of the Subsidiaries as  of  the
     close  of  business  on  the Closing Date ("Proposed  Balance  Sheet"),  in
     accordance with this Section 2.1.  The Proposed Balance Sheet shall reflect
     the  effects of the dividends and capital contributions required to be made
     pursuant  to  Section  1.4,  shall  not  reflect  refinancings  or   equity
     adjustments  occurring on the Closing Date or Taxes to be  paid  by  Seller
     under  Section 10.2, shall reflect the effects on the Subsidiaries  of  the
     Tax  Election  (as  herein defined) as a current liability,  and  shall  be
     prepared  in  accordance with United States generally  accepted  accounting
     principles  ("GAAP")  applied by Seller in a  manner  consistent  with  the
     accounting  principles  and practices applied in  the  preparation  of  the
     Financial Statements (as herein defined), with such adjustments thereto, if
     any,  as are expressly set forth on Schedule 2.1 and/or this paragraph  (a)
     (the "Adjusted GAAP



<PAGE>          10

     Principles").  Notwithstanding, or without limitation, as the case may  be,
     of  the foregoing:  (i) reserves and accruals shall be determined as if the
     date of the Proposed Balance Sheet was the last day of the fiscal year, and
     shall  include  pro  rata  accruals for accrued salaries,  wages,  bonuses,
     vacation  pay,  utilities  and  like items;  (ii)  intercompany  profit  in
     inventory  shall be disregarded; (iii) to the extent any sums are  required
     to be converted to United States Currency, the rate of exchange utilized by
     Seller in accordance with past practice (which is based upon exchange rates
     stated  in The Wall Street Journal) shall be employed; and (iv) inventories
     shall be determined from a physical count taking place on the day prior  to
     the  Closing Date, and valued at the lower of cost or net realizable value,
     with  cost being determined using the average cost methods heretofore  used
     by K-T Clay.  Inventories in stockpiles shall be determined from surveys of
     such  stockpiles conducted by the licensed surveyors whom the  Subsidiaries
     have used in the past.  Purchaser shall make available to Seller the books,
     records, and personnel of the Subsidiaries which Seller reasonably requires
     in  order to prepare and deliver the Proposed Balance Sheet.  Purchaser and
     Seller  shall, throughout the entire period from the date of this Agreement
     to  the  date  of  the deliveries required by this Section  2.1,  meet  and
     discuss any and all financial and business matters relating to such process
     and  the  preparation of the Proposed Balance Sheet, and Seller shall  make
     available  its  work  papers  for confidential  inspection  and  review  by
     Purchaser  and Purchaser's accountants; provided, however, that Seller  may
     omit   or   redact   information  that  contains  competitively   sensitive
     information concerning Seller's or Seller's Affiliate's direct or  indirect
     feldspar  operations, reserves, contracts, customers,  pricing,  costs,  or
     related  matters.  Seller shall use its reasonable efforts to  deliver  the
     Proposed Balance Sheet within thirty (30) days after the Closing Date.  The
     date of delivery of the Proposed Balance Sheet to Purchaser is referred  to
     herein as the "Delivery Date".

           (b)   Purchaser shall have thirty (30) days after the  Delivery  Date
     (the  "Dispute  Period")  to  dispute any of the  elements  of  or  amounts
     reflected  on  the Proposed Balance Sheet and affecting the calculation  of
     the  Purchase  Price (a "Dispute").  Except as to any item on the  Proposed
     Balance  Sheet  as  to which Purchaser gives written notice  of  a  Dispute
     within  the  Dispute  Period to Seller (a "Dispute Notice"),  the  Proposed
     Balance  Sheet  shall  be deemed to have been accepted  and  agreed  to  by
     Purchaser in the form in which it was delivered to Purchaser, and shall  be
     final  and  binding upon the parties hereto.  If Purchaser has  a  Dispute,
     Purchaser  shall  give Seller a Dispute Notice within the  Dispute  Period,
     setting  forth in reasonable detail the elements and amounts with which  it
     disagrees.  Purchaser acknowledges and agrees that it has reviewed  and  is
     familiar



<PAGE>          11

     with  Seller's  policies,  methodologies and past practices  regarding  the
     accrual  for  reclamation obligations.  Accordingly,  Purchaser  shall  not
     assert, as a basis of any dispute with any elements of or amounts reflected
     on the Proposed Balance Sheet, the accrual for reclamation reflected on the
     Proposed  Balance  Sheet provided such amount was determined  according  to
     GAAP and consistently with Seller's accrual policies and past practices and
     no  material change in circumstances at a particular reclamation  site  has
     occurred  since the date of this Agreement.  Within thirty (30) days  after
     delivery  of  such  Dispute Notice, the parties  hereto  shall  attempt  to
     resolve  such  Dispute and agree in writing upon the final content  of  the
     disputed Proposed Balance Sheet.

           (c)  If Purchaser and Seller are unable to resolve any Dispute within
     the  thirty  (30)  day period after Seller's receipt of a  Dispute  Notice,
     Seller  and Purchaser shall promptly jointly engage the Chicago  office  of
     Arthur  Andersen LLP (the "Arbitrating Accountant") as arbitrator, so  long
     as  Arthur  Andersen  LLP  has not performed accounting,  tax  or  auditing
     services for Purchaser, Seller, or any of their Affiliates during the  past
     three  years.  If Arthur Andersen LLP is unable or unwilling  to  serve  as
     Arbitrating  Accountant, the Arbitrating Accountant shall be  a  nationally
     recognized accounting firm selected promptly by agreement of Purchaser  and
     Seller or, if they are unable to agree, by lot.  The choice by lot shall be
     between  two accounting firms which have not performed accounting, tax,  or
     auditing  services  for the Purchaser, Seller, or any of  their  Affiliates
     during the past three years one of which eligible firms shall be chosen  by
     each  Seller's  and Purchaser's respective accountants, who  shall  jointly
     conduct  such  lottery.  In connection with the resolution of any  Dispute,
     the Arbitrating Accountant shall have confidential access to all documents,
     records,  work  papers, facilities and personnel necessary to  perform  its
     function as arbitrator.  The Arbitrating Accountant's function shall be  to
     conform the Proposed Balance Sheet to the requirements of Section 2.1.  The
     Arbitrating  Accountant shall allow Purchaser and Seller to  present  their
     respective positions regarding the Dispute and shall thereafter as promptly
     as  possible  provide  the parties hereto a written  determination  of  the
     Dispute,  such  written determination shall be final and binding  upon  the
     parties  hereto, and judgment may be entered on the award.  The Arbitrating
     Accountant  shall promptly, and in any event within 60 calendar days  after
     the date of its appointment, render its decision on the question in writing
     and  finalize the Proposed Balance Sheet.  The Arbitrating Accountant  may,
     at  its  discretion, conduct a conference concerning the Dispute, at  which
     conference each party shall have the right to present additional documents,
     materials  and other information and to have present its advisors,  counsel
     and accountants.  In connection with such process,




<PAGE>          12

     there  shall  be  no  other  hearings or any oral examinations,  testimony,
     depositions,  discovery  or  other similar  proceedings.   The  Arbitrating
     Accountant  shall determine the proportion of its fees and expenses  to  be
     paid  by  each  of Seller and Purchaser, based on the degree to  which  the
     Arbitrating  Accountant  has  accepted  the  positions  of  the  respective
     parties.

           (d)   After  the  Proposed Balance Sheet has been  prepared  and  any
     related  adjustments have been made and all Disputes resolved  as  provided
     herein, all adjustments, if any, so agreed to by the parties or required by
     the  Arbitrating Accountant to be made with respect to the Proposed Balance
     Sheet shall be made.  The Proposed Balance Sheet, as so revised by any such
     adjustments, is hereinafter referred to as the "Final Balance Sheet."

     2.2  Post-Closing Adjustments.

           (a)   The Purchase Price is based on the assumption that the  Closing
     Date Net Working Capital at July 31, 2000 will be $10,926,000, as adjusted,
     with  Purchaser's  consent (which shall not be unreasonably  withheld),  to
     reflect  any  retroactive accrual of additional vacation pay and  IBNR  (as
     herein defined) claims that may be required to conform the combined balance
     sheet  of  the Subsidiaries at July 31, 2000 to GAAP (referred to hereafter
     as  "Stated Working Capital").  Accordingly, on the "Post-Closing Date" (as
     defined  below),  if the Closing Date Working Capital is less  than  Stated
     Working  Capital,  Seller will pay to Purchaser  an  amount  equal  to  the
     difference between (i) the Stated Working Capital and (ii) the Closing Date
     Working  Capital.  If the Closing Date Working Capital is greater than  the
     Stated Working Capital, Purchaser will pay to Seller an amount equal to the
     difference between (i) the Closing Date Working Capital and (ii) the Stated
     Working  Capital.  The adjustment to be made pursuant to the two  preceding
     sentences  is  referred to herein as the "Purchase Price  Adjustment."   As
     used in this Section 2.2, the term "Closing Date Working Capital" means  an
     amount  equal  to (i) the total combined current assets of the Subsidiaries
     as  shown  on the Final Balance Sheet less (ii) the total combined  current
     liabilities,  current  accrued  expenses  and  current  reserves   of   the
     Subsidiaries as shown on the Final Balance Sheet.

           (b)   At the Closing, the parties will make a good-faith estimate  of
     the  Closing  Date  Working Capital, and a corresponding  estimate  of  the
     Purchase  Price  Adjustment  (the "Estimated Purchase  Price  Adjustment"),
     based upon the most recent available financial information.  Upon the Final
     Balance  Sheet  becoming final, Seller or Purchaser (as the  case  may  be)
     shall  make  a  payment to the other to reconcile the difference,  if  any,
     between the Estimated Purchase Price



<PAGE>          13

     Adjustment  and  the  Purchase  Price Adjustment.   Any  payment  which  is
     required to be made under the preceding sentence shall be made on the  date
     which  is  five (5) business days after the Final Balance Sheet has  become
     final,  or on such other date or at such other time or place as Seller  and
     Purchaser  shall  agree  in  writing (such date  and  time  is  hereinafter
     referred to as the "Post-Closing Payment Date").  All payments required  to
     be made under this Section 2.2(b) on the Post-Closing Payment Date shall be
     made  by  wire  transfer of immediately available funds to  an  account  of
     recipient  at a bank designated in writing by the recipient at least  three
     (3) business days before the Post-Closing Payment Date.

                                    ARTICLE 3
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser represents and warrants that:

     3.1   Organization  and  Good Standing.  Purchaser is  a  corporation  duly
organized,  validly existing and in good standing under the  laws  of  Delaware,
with  all  requisite corporate power and authority to execute and  deliver  this
Agreement and to consummate the transactions contemplated hereby.  Purchaser  is
a   wholly  owned  subsidiary  of  Zemex  Corporation,  a  Canadian  corporation
("Parent").

     3.2   Authorization and Validity.  The execution, delivery and  performance
of  this  Agreement  by  Purchaser,  and the consummation  of  the  transactions
contemplated  hereby,  have been duly authorized by Purchaser.   The  execution,
delivery and performance of the Guaranty of Parent contained at the end of  this
Agreement (the "Guaranty") by Parent have been duly authorized by Parent.   This
Agreement has been duly executed and delivered by Purchaser and constitutes  the
legal,  valid and binding obligation of Purchaser, enforceable against Purchaser
in accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency  or  similar  laws  affecting  creditors'  rights  generally  or  the
availability of equitable remedies or public policy limitations (including as to
the  enforceability of indemnification provisions).  The Guaranty has been  duly
executed  and delivered by Parent and constitutes the legal, valid  and  binding
obligation  of Parent, enforceable against Parent in accordance with its  terms,
except  as  may be limited by (i) applicable bankruptcy, insolvency  or  similar
laws  affecting  creditors' rights generally, (ii) equitable considerations,  or
(iii)  public  policy  limitations  (including  as  to  the  enforceability   of
indemnification provisions).

     3.3  No Conflict.  Neither the execution and delivery of this Agreement  by
Purchaser  nor  the  consummation by Purchaser of the transactions  contemplated
hereby  will  (a) conflict with or result in a breach of any provisions  of  the
charter or by-laws of



<PAGE>          14

Purchaser,  (b)  violate, conflict with or result in a breach  of  any  material
contract,  agreement or other commitment or obligation to which Purchaser  is  a
party or by which Purchaser is bound, (c) violate or conflict with any judgment,
decree, order, regulation or rule of any court or governmental authority or  any
statute or law applicable to Purchaser, or (d) require that Purchaser obtain any
consent,  approval  or  authorization of, or make  any  declaration,  filing  or
registration  with, any governmental or regulatory authority (other  than  those
approvals,  authorizations, declarations, filings or  registrations  which  have
been  or  will be obtained or made prior to the Closing).  Neither the execution
and  delivery  of the Guaranty by Parent nor the performance by  Parent  of  its
obligations  thereunder will (a) conflict with or result  in  a  breach  of  any
provisions  of the charter or by-laws of Parent, (b) violate, conflict  with  or
result  in  a breach of any material contract, agreement or other commitment  or
obligation  to which Parent is a party or by which Parent is bound, (c)  violate
or conflict with any judgment, decree, order, regulation or rule of any court or
governmental  authority  or  any statute or law applicable  to  Parent,  or  (d)
require  that Parent obtain any consent, approval or authorization of,  or  make
any  declaration,  filing or registration with, any governmental  or  regulatory
authority (other than those approvals, authorizations, declarations, filings  or
registrations  which have been or which will be obtained or made  prior  to  the
Closing).

     3.4  Purchase for Investment.  The Purchaser is an accredited investor,  as
defined  in  Regulation D promulgated under the Securities Act of 1933  and  the
rules  and regulations thereunder, as amended from time to time (the "Securities
Act").   The  Stock will be acquired by Purchaser for its own  account  for  the
purpose  of  investment  and  not with a view to distribution.   Purchaser  will
refrain  from  transferring or otherwise disposing of any of the  Stock  or  any
interest therein in such a manner as to cause Seller to be in violation  of  the
registration  requirements of the Securities Act or applicable state  securities
or blue sky laws.

     3.5    Investigation  by  Purchaser.   Purchaser  has  conducted  its   own
independent review and analysis of the assets, business, properties, operations,
financial  condition  and prospects of the Subsidiaries  and  acknowledges  that
Purchaser  has  been provided access to the properties, premises and  books  and
records of the Subsidiaries for this purpose and has been offered an opportunity
to   discuss  the  foregoing  with  Seller  and  the  Subsidiaries.    Purchaser
acknowledges  that  any estimates, forecasts, or projections furnished  or  made
available  to  it  concerning  the Seller or the Subsidiaries  or  any  of  them
(including,  but  not  limited  to, the contents of  the  confidential  offering
memorandum circulated by Warrior, a division of Standard Bank London Limited) on
their properties, business, or assets have not been prepared in accordance  with
GAAP  or  standards  applicable  under  the  Securities  Act,  reflect  numerous
assumptions,  and  are  subject to material risks and uncertainties.   Purchaser
acknowledges that



<PAGE>          15

actual  results may vary, perhaps materially.  In entering into this  Agreement,
Purchaser  has relied solely upon its own investigation and analysis based  upon
the  information  so provided and the representations and warranties  of  Seller
contained in this Agreement.  Furthermore, Purchaser:

           (a)   acknowledges  that, except for the express representations  and
     warranties  set forth in this Agreement (including the Schedules),  neither
     Seller  nor  the  Subsidiaries  nor  any of  their  respective  Affiliates,
     officers,  directors or employees has made any representation or  warranty,
     either express or implied, as to the accuracy or completeness of any of the
     information  provided  or  made available to Purchaser  or  its  agents  or
     representatives  in connection with the transactions contemplated  by  this
     Agreement;

           (b)   understands  that the Stock has not been registered  under  the
     Securities Act; and

           (c)   agrees, to the fullest extent permitted by law, that except  as
     otherwise  set forth in this Agreement, none of Seller nor the Subsidiaries
     or  any  of  their respective Affiliates, officers, directors or  employees
     shall  have any liability or responsibility whatsoever to Purchaser on  the
     basis of any information provided or made available, or statements made, to
     Purchaser  or  its  representatives  or  agents  in  connection  with   the
     transactions contemplated by this Agreement.

     3.6   Finder's  Fee.   Purchaser has not incurred any  obligation  for  any
finder's,   broker's  or  agent's  fee  in  connection  with  the   transactions
contemplated by this Agreement.

     3.7   Financing.   Purchaser  has cash resources and/or  financing  sources
available   to   it   reasonably  sufficient  to  consummate  the   transactions
contemplated by this Agreement.

                                    ARTICLE 4
                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller  makes the representations and warranties set forth in this  Article
4.   To  the  extent  set  forth  in this Article 4,  such  representations  and
warranties are subject to the exceptions set forth in the schedules referred  to
in  the  specific Sections of this Article 4.  Seller may amend  such  schedules
after  the  execution  hereof  but  prior to  the  Closing  to  reflect  updated
information, events, agreements, transactions, and occurrences, except  that  no
such  amendment  to  the  Schedules  may be  made  to  add,  modify,  or  update
information,  events,  agreements, transactions,  or  occurrences  if  (a)  such
amendment arises from matters known or which were reasonably discoverable by the
Seller on the date of this Agreement, (b) such amendment results in any



<PAGE>          16

liability  under GAAP which will not be reflected on the Proposed Balance  Sheet
and taken into account in the calculation of the Purchase Price, or (c) all such
amendments,  considered in the aggregate, reflect facts or circumstances  which,
individually  or  in the aggregate, are reasonably expected to have  a  Material
Adverse Effect (as defined below)).

     4.1   Organization  and Good Standing of Seller.  Seller is  a  corporation
duly organized, validly existing and in good standing under the laws of Delaware
with  all  requisite corporate power and authority to execute and  deliver  this
Agreement and to consummate the transactions contemplated hereby.

     4.2   Authorization and Validity.  The execution, delivery and  performance
of   this  Agreement  by  Seller,  and  the  consummation  of  the  transactions
contemplated  hereby, have been duly authorized by Seller's board of  directors,
and approval of such transactions by the stockholders of Seller is not required.
This Agreement has been duly executed and delivered by a duly authorized officer
of  Seller  and constitutes the legal, valid and binding obligation  of  Seller,
enforceable  against  Seller in accordance with its  terms,  except  as  may  be
limited  by  (i)  applicable bankruptcy, insolvency or  similar  laws  affecting
creditors'  rights  generally, (ii) equitable considerations,  or  (iii)  public
policy  limitations  (including  as  to the  enforceability  of  indemnification
provisions).

     4.3   No  Conflict.   Except  as disclosed in  Schedule  4.3,  neither  the
execution  and  delivery  of this Agreement by Seller nor  the  consummation  by
Seller  of the transactions contemplated hereby will (a) conflict with or result
in  a  breach of any provision of the charter or bylaws of Seller, (b)  conflict
with  or result in a breach of any provision of the charter or bylaws of any  of
the  Subsidiaries,  (c) violate, conflict with or result  in  a  breach  of  any
material  contract, agreement or other commitment or obligation to which  Seller
is  a  party  or  by  which Seller is bound, (d) violate or  conflict  with  any
judgment,  decree,  order,  regulation or rule  of  any  court  or  governmental
authority or any statute or law or arbitration award applicable to Seller or any
of  the  Subsidiaries,  or (e) require that Seller or any  of  the  Subsidiaries
obtain  any  consent,  approval or authorization of, or  make  any  declaration,
filing  or  registration with, any governmental or regulatory  authority  (other
than  those  approvals, authorizations, declarations, filings  or  registrations
which  have  been or will be obtained or made prior to the Closing),  except  in
cases  of  (c)  and  (d)  for  such  violations,  conflicts  or  breaches  that,
individually or in the aggregate, are not reasonably expected to have a Material
Adverse  Effect,  and  except in the case of (e) for such  consents,  approvals,
authorizations, declarations, filings or registrations which have been  or  will
be  obtained  or  made prior to Closing or, if not made or  obtained,  are  not,
individually or in the aggregate, reasonably expected to have a Material Adverse
Effect or prevent or substantially delay the consummation of the transactions



<PAGE>          17

contemplated  by this Agreement.  For the purposes of this Agreement,  "Material
Adverse Effect" means any event, change or effect which is materially adverse to
the  financial condition, business as currently conducted, assets,  liabilities,
or  operations of the Subsidiaries, taken as a whole; provided, however, that  a
Material  Adverse  Effect shall not be deemed to arise from the  impact  on  the
Subsidiaries  of  (i)  the  effects  of the  consummation  of  the  transactions
contemplated by this Agreement or compliance by any party with the provisions of
this  Agreement or any judgment, decree, order, regulation or rule of any  court
or  governmental  authority  entered  or promulgated  in  connection  with  such
transactions, (ii) any items or events that, in the aggregate result in  or  are
reasonably  expected to result in a decrease in the Subsidiaries net  income  in
any twelve month period of $350,000 or less, or (iii) any effect that arises out
of or results from the condition of the economy or financial markets generally.

     4.4  Organization and Good Standing of Subsidiaries.

          (a)  K-T Clay is a corporation duly organized, validly existing and in
     good  standing under the laws of the State of Delaware, with all  requisite
     corporate  power  and authority to carry on the business  in  which  it  is
     engaged  and to own and lease the properties it owns and leases.  K-T  Clay
     is  duly  qualified and licensed to do business and is in good standing  in
     all jurisdictions where the nature of its business makes such qualification
     necessary, except where the failure to be so qualified or licensed  is  not
     reasonably  expected to have a Material Adverse Effect.  The  jurisdictions
     in  which  K-T  Clay is qualified as a foreign corporation  are  listed  on
     Schedule 4.4.  Except as disclosed in Schedule 4.4, K-T Clay does not  own,
     directly  or  indirectly, any of the capital stock of any other corporation
     or  any  equity,  profit sharing, participation or other  interest  in  any
     corporation, partnership, joint venture or other entity.

           (b)  Hecla Brazil is a sociedade civil por quotas de responsibilidade
     limitada  duly organized, validly existing and in good standing  under  the
     laws  of  Brazil, with all requisite power and authority to  carry  on  the
     business in which it is engaged and to own and lease the properties it owns
     and leases.  Hecla Brazil is duly qualified and licensed to do business and
     is  in  good standing in all jurisdictions where the nature of its business
     makes  such  qualification necessary, except where the  failure  to  be  so
     qualified or licensed is not reasonably expected to have a Material Adverse
     Effect.   The jurisdictions in which Hecla Brazil is qualified as a foreign
     civil  limited liability quota company are listed on Schedule 4.4.   Except
     as  disclosed  in  Schedule 4.4, Hecla Brazil does  not  own,  directly  or
     indirectly,  any  of  the  capital stock of any other  corporation  or  any
     equity, profit sharing,



<PAGE>          18

     participation  or  other  interest in any corporation,  partnership,  joint
     venture or other entity.

           (c)   K-T  Mexico  is  a  sociedad anonima de capital  variable  duly
     organized, validly existing and in good standing under the laws of  Mexico,
     with  all  requisite corporate power and authority to carry on the business
     in  which  it  is engaged and to own and lease the properties it  owns  and
     leases.   Except  as disclosed in Schedule 4.4, K-T Mexico  does  not  own,
     directly  or  indirectly, any of the capital stock of any other corporation
     or  any  equity,  profit sharing, participation or other  interest  in  any
     corporation, partnership, joint venture or other entity.

           (d)   Recursos  is  a  sociedad  anonima  de  capital  variable  duly
     organized, validly existing and in good standing under the laws of  Mexico,
     with  all  requisite corporate power and authority to carry on the business
     in  which  it  is engaged and to own and lease the properties it  owns  and
     leases.   Except  as  disclosed in Schedule 4.4,  Recursos  does  not  own,
     directly  or  indirectly, any of the capital stock of any other corporation
     or  any  equity,  profit sharing, participation or other  interest  in  any
     corporation, partnership, joint venture or other entity.

           (e)   Duque  is  a sociedade comercial por quotas de responsibilidade
     limitada  duly organized, validly existing and in good standing  under  the
     laws  of  Brazil, with all requisite power and authority to  carry  on  the
     business in which it is engaged and to own and lease the properties it owns
     and leases.  Duque is duly qualified and licensed to do business and is  in
     good  standing in all jurisdictions where the nature of its business  makes
     such  qualification necessary, except where the failure to be so  qualified
     or  licensed is not reasonably expected to have a Material Adverse  Effect.
     The  jurisdictions  in  which Duque is qualified as  a  foreign  commercial
     limited  liability  quota company are listed on Schedule  4.4.   Except  as
     disclosed in Schedule 4.4, Duque does not own, directly or indirectly,  any
     of  the  capital  stock  of any other corporation  or  any  equity,  profit
     sharing,  participation or other interest in any corporation,  partnership,
     joint venture or other entity.

            (f)   Mineracao  Hecla  is  a  sociedade  comercial  por  quotas  de
     responsibilidade  limitada duly organized, validly  existing  and  in  good
     standing  under the laws of Brazil, with all requisite power and  authority
     to  carry  on the business in which it is engaged and to own and lease  the
     properties  it  owns  and leases.  Mineracao Hecla is  duly  qualified  and
     licensed to do business and is in good standing in all jurisdictions  where
     the nature of its business makes such qualification necessary, except where
     the  failure  to be so qualified or licensed is not reasonably expected  to
     have a Material Adverse Effect.  The jurisdictions in which




<PAGE>          19


     Mineracao  Hecla  is  qualified as a foreign commercial  limited  liability
     quota  company are listed on Schedule 4.4.  Except as disclosed in Schedule
     4.4,  Mineracao  Hecla  does not own, directly or indirectly,  any  of  the
     capital  stock  of  any  other corporation or any equity,  profit  sharing,
     participation  or  other  interest in any corporation,  partnership,  joint
     venture or other entity.

     4.5  Capitalization.

           (a)   The  authorized capital stock of K-T Clay consists  of  150,000
     shares  of  common stock, no par value, of which 147,641 shares are  issued
     and  outstanding.  All of the issued and outstanding shares of  the  common
     stock  of  K-T  Clay have been duly authorized and validly issued  and  are
     fully  paid and nonassessable.  No shares of the common stock of  K-T  Clay
     have  been  issued or disposed of in violation of the rights of K-T  Clay's
     current or former shareholders.

           (b)   The  authorized  capital  stock of  Hecla  Brazil  consists  of
     1,925,865  quotas,  R$1 par value, all of which have been  issued  and  are
     outstanding.  All of the issued and outstanding quotas of Hecla Brazil have
     been   duly  authorized  and  validly  issued  and  are  fully   paid   and
     nonassessable.  No quotas have been issued or disposed of in  violation  of
     any rights of Hecla Brazil's current or former quotaholders.

           (c)   The  authorized capital stock of K-T Mexico consists of  17,000
     shares of Series A stock, having a value of fifty-one thousand nuevo  pesos
     (N$51,000), and (ii) 9,805,787 shares of Series B stock, having a value  of
     thirty  eight million eight hundred seventeen thousand three hundred sixty-
     one  nuevo pesos (N$38,817,361).  All of the authorized shares of stock  of
     each class of K-T Mexico have been issued and are outstanding.  All of  the
     issued  and  outstanding shares of the stock of K-T Mexico have  been  duly
     authorized  and  validly issued and are fully paid and  nonassessable.   No
     shares  of  the  stock of K-T Mexico have been issued  or  disposed  of  in
     violation of any rights of K-T Mexico's current or former shareholders.

          (d)  The authorized capital stock of Recursos consists of 1,000 shares
     of  Series  A stock, having a value of ten thousand nuevo pesos (N$10,000),
     all  of  which  shares have been issued and are outstanding.   All  of  the
     issued  and  outstanding  shares of the stock of Recursos  have  been  duly
     authorized  and  validly issued and are fully paid and  nonassessable.   No
     shares  of  the  stock  of  Recursos have been issued  or  disposed  of  in
     violation of any rights of Recursos' current or former shareholders.






<PAGE>          20

           (e)   The authorized capital stock of Duque consists of 1,000 quotas,
     R$1  par value, all of which have been issued and are outstanding.  All  of
     the  issued  and outstanding quotas of Duque have been duly authorized  and
     validly  issued and are fully paid and nonassessable.  No quotas  of  Duque
     have  been  issued  or disposed of in violation of any  rights  of  Duque's
     current or former quotaholders.

          (f)  The authorized capital stock of Mineracao Hecla consists of 2,100
     quotas, R$1 par value, all of which are issued and outstanding.  All of the
     issued  and outstanding quotas of Mineracao Hecla have been duly authorized
     and  validly  issued and are fully paid and nonassessable.   No  quotas  of
     Mineracao Hecla have been issued or disposed of in violation of any  rights
     of Mineracao Hecla's current or former quotaholders.

           (g)  Except as disclosed in Schedule 4.5, Seller is the lawful record
     and beneficial owner of all of the shares of Stock, and except as disclosed
     in  Schedule  4.5,  the  Stock  is free and clear  of  all  Claims,  except
     Permitted Liens.

           (h)   Except  as disclosed in Schedule 4.5, K-T Clay  is  the  lawful
     record  and  beneficial owner of all of the outstanding shares  of  capital
     stock  of K-T Mexico, and except as disclosed in Schedule 4.5, such  shares
     are free and clear of all Claims, except Permitted Liens.

           (i)   Except as disclosed in Schedule 4.5, at the date hereof  Seller
     is,  and  on  the  Closing Date K-T Mexico will be, the lawful  record  and
     beneficial  owner  of  all of the outstanding shares of  capital  stock  of
     Recursos, and except as disclosed in Schedule 4.5, such shares are free and
     clear of all Claims, except Permitted Liens.

           (j)   Except as disclosed in Schedule 4.5, Hecla Brazil is the lawful
     record and beneficial owner of all of the outstanding quotas of Duque,  and
     except as disclosed in Schedule 4.5, such quotas are free and clear of  all
     Claims, except Permitted Liens.

           (k)   Except as disclosed in Schedule 4.5, Hecla Brazil is the lawful
     record  and beneficial owner of all of the outstanding quotas of  Mineracao
     Hecla,  and except as disclosed in Schedule 4.5, such quotas are  free  and
     clear of all Claims, except Permitted Liens.

           (l)   Seller has the sole right to vote or direct the voting  of  the
     shares  or  quotas  (as  the case may be) of Stock  owned  by  it,  at  its
     discretion,  on any matter submitted to a vote of the stockholders  of  K-T
     Clay  and Hecla Brazil.  K-T Clay has the sole right to vote or direct  the
     voting  of  the shares of capital stock of K-T Mexico owned by it,  at  its
     discretion, on any matter submitted to a vote of K-T




<PAGE>          21

     Mexico's stockholders.  As of the date of this Agreement Seller has, and as
     of the Closing Date, K-T Mexico will have, the sole right to vote or direct
     the voting of the shares of Recursos owned by it, at its discretion, on any
     matter submitted to a vote of Recursos' stockholders.  Hecla Brazil has the
     sole  right  to  vote  or  direct the voting of the  quotas  of  Duque  and
     Mineracao Hecla owned by it, in each case at its discretion, on any  matter
     submitted  to a vote of such entities' respective quotaholders.  There  are
     no  voting  trusts, voting agreements, proxies, shareholder  agreements  or
     other arrangements relating to the Stock or the capital stock or quotas  of
     any of the Subsidiaries.

           (m)  The delivery at the Closing of the certificates representing the
     shares  of  Stock,  duly  endorsed or accompanied by  duly  executed  stock
     powers,  will  transfer to Purchaser good and indefeasible  title  to  such
     Stock,  free and clear of all Claims, except Permitted Liens.  The delivery
     at  the  Closing  of the shares or quotas (as the case  may  be)  of  Hecla
     Brazil, K-T Mexico, Recursos, Duque and Mineracao Hecla, owned at the  date
     hereof  by  the Incidental Owners, duly endorsed for transfer in accordance
     with  the  laws of Mexico or Brazil (as the case may be), will transfer  to
     Purchaser  or  the third party designated by Purchaser in  accordance  with
     Section 8.3(e) good and indefeasible title to such shares or quotas (as the
     case may be), free and clear of all Claims, except Permitted Liens.

           (n)   There is no outstanding subscription, contract, convertible  or
     exchangeable security, option, warrant, call or other right obligating  any
     the Subsidiaries or any other person or entity to issue, sell, exchange  or
     otherwise  dispose of, or to purchase, redeem or otherwise acquire,  shares
     of  or  securities convertible into or exchangeable for, capital  stock  or
     quotas of any of the Subsidiaries.

     4.6   Corporate  Records.  The copies of the Articles of Incorporation  and
the  Bylaws, and all amendments thereto, of each of the Subsidiaries  that  have
been  delivered  to  Purchaser are true, correct and complete  copies.   To  the
knowledge  of  the Seller, the minutes and other corporate record books  of  the
Subsidiaries,  copies  of  which  have  been  delivered  or  made  available  to
Purchaser,  contain materially accurate minutes of all meetings of and  accurate
consents  to  all actions taken without meetings by the board of directors  (and
any  committees  thereof)  and stockholders of each of  the  Subsidiaries  since
December 31, 1990.

     4.7  Financial Statements.

          (a)  The Seller has furnished to Purchaser the combined balance sheets
     of  the  Subsidiaries  as of December 31, 1999 (the  "Balance  Sheet")  and
     December 31, 1998, and the combined statements of income, retained earnings
     and cash



<PAGE>          22


     flows  of  the  Subsidiaries  for the years ended  December  31,  1999  and
     December  31, 1998 (such financial statements are hereinafter  referred  to
     collectively as the "Financial Statements").  The Financial Statements have
     been subjected to selected audit procedures in connection with the audit of
     Seller's  consolidated financial statements by PricewaterhouseCoopers  LLP,
     certified  public  accountants, and have been prepared in  accordance  with
     GAAP, consistently applied (except for the absence of notes and except that
     the  accruals  therein  with respect to vacation  pay  and  medical  claims
     incurred  but  not reported ("IBNR") may not be in accordance  with  GAAP).
     The Financial Statements present fairly the combined financial position  of
     the  Subsidiaries  as of December 31, 1999 and December 31,  1998  and  the
     combined results of operations and cash flows of the Subsidiaries  for  the
     years then ended.

           (b)  The Seller has furnished to Purchaser the combined balance sheet
     of  the Subsidiaries as of September 30, 2000 (the "Interim Balance Sheet")
     and  the consolidated statement of income of the Subsidiaries for the  nine
     month  period  then ended (the "Interim Financial Statements").   September
     30,  2000 is referred to herein as the "Interim Financial Statement  Date".
     The  Interim  Financial Statements have been prepared  in  accordance  with
     GAAP,  consistently applied (except for the absence of notes).  The Interim
     Financial Statements present fairly the combined financial position of  the
     Subsidiaries  as  of  September  30,  2000  and  the  combined  results  of
     operations  of  the  Subsidiaries for the nine  month  period  then  ended,
     subject  to  normal  recurring year-end audit  adjustments  which  are  not
     material in amount, individually and in the aggregate.

          (c)  The Subsidiaries' respective books, accounts and records are, and
     have  been,  maintained  in their usual, regular and  ordinary  manner,  in
     accordance   with   generally  accepted  accounting  practices,   and   all
     transactions to which any of the Subsidiaries is or has been  a  party  are
     fairly reflected therein in all material respects.

           (d)  Seller has furnished to Purchaser complete and correct copies of
     such portions as relate to the Subsidiaries of all attorneys' responses  to
     audit  inquiry letters and all management letters from Seller's independent
     certified public accountants for the last five (5) fiscal years of Seller.

     4.8   Absence of Undisclosed Liabilities.  None of the Subsidiaries has any
material  obligation or liability of any nature whatsoever (direct or  indirect,
matured  or unmatured, absolute, accrued, contingent or otherwise), which  would
be required by GAAP as consistently applied to be provided or




<PAGE>          23

reserved against on a balance sheet (all the foregoing herein collectively being
referred to as the "Liabilities") except for:

          (a)  Liabilities provided for or reserved against in the Balance Sheet
     or the Interim Balance Sheet;

           (b)   Liabilities  which  have  been  incurred  by  the  Subsidiaries
     subsequent  to the Interim Financial Statement Date in the ordinary  course
     of  the  Subsidiaries'  respective  businesses  and  consistent  with  past
     practice;

           (c)   Liabilities  under the executory portion of  any  Contract  (as
     herein  defined) by which any of the Subsidiaries is bound  and  which  was
     entered  into  in  the  ordinary  course of  the  Subsidiaries'  respective
     businesses and consistent with past practice;

           (d)   Liabilities under the executory portion of Permits  (as  herein
     defined)  and  Environmental  Permits (as herein  defined)  issued  to,  or
     entered into by, the Subsidiaries in the ordinary course of business;

           (e)   Liabilities arising from or through Purchaser or  Parent  under
     this Agreement or otherwise; and

           (f)   Liabilities  arising  in respect of federal  income  taxes  not
     accrued  at  K-T  Clay  as  a result of K-T Clay's  inclusion  in  Seller's
     consolidated federal income tax returns;

     4.9   Absence  of  Certain Changes.  Since the Interim Financial  Statement
Date, except as set forth in Schedule 4.9:

           (a)  There has not been nor to the knowledge of Seller has any of the
     Subsidiaries  been  threatened  with any  adverse  change  in  the  assets,
     liabilities,  business as currently conducted, properties,  operations,  or
     financial condition of the Subsidiaries, taken as a whole which has had  or
     is  reasonably  expected  to have, individually  or  in  the  aggregate,  a
     Material Adverse Effect;

           (b)   None  of  the  Subsidiaries has suffered any casualty  loss  or
     substantial  interruption in use (whether or not covered by  insurance)  on
     account  of fire, flood, riot, strike or other hazard or Act of God,  other
     than  customary or recurring interruptions in use typically associated with
     seasonality and weather conditions;

           (c)   No  material  liability or material obligation  of  any  nature
     (whether  absolute,  accrued,  contingent  or  otherwise)  of  any  of  the
     Subsidiaries  (considered  as  a whole) has been  incurred  except  in  the
     ordinary course of business, consistent with past practice, and the



<PAGE>          24

     Subsidiaries have not increased, or experienced any significant  change  in
     assumptions underlying or methods of calculating, any bad debt, contingency
     or other reserve;

          (d)  No liability or obligation (whether absolute, accrued, contingent
     or  otherwise)  of  any  of  the Subsidiaries  which  is  material  to  the
     Subsidiaries taken as a whole has been paid, discharged or satisfied  other
     than  by  payment,  discharge or satisfaction in  the  ordinary  course  of
     business;

           (e)   Except in the ordinary course of business, consistent with past
     practice,  none of the Subsidiaries has permitted or allowed  any  of  such
     assets  or  properties  to  be  subjected to any  mortgage,  pledge,  lien,
     security  interest, encumbrance, restriction or charge of any kind,  except
     Permitted Liens or Permitted Encumbrances (as herein defined);

           (f)   None  of the Subsidiaries has canceled or waived any claims  or
     rights of value or sold, transferred, distributed or otherwise disposed  of
     any  assets or properties (real, personal or mixed, tangible or intangible)
     except,  in each case, in the ordinary course of business, consistent  with
     past practice;

           (g)   None of the Subsidiaries has disposed of or permitted to  lapse
     any  rights to the use of any patent, trademark, trade name, service  mark,
     license  or copyright, or disposed of or disclosed to any Person not  bound
     to  maintain  its  confidentiality any trade secret,  formula,  process  or
     knowhow not theretofore a matter of public knowledge;

           (h)   Except as granted in the ordinary course of business consistent
     with  past  practice or as required under collective bargaining agreements,
     none  of  the Subsidiaries has granted any increase in the compensation  of
     officers,  directors  or  employees,  whether  now  or  hereafter  payable,
     including  any such increase pursuant to any option, bonus, stock purchase,
     pension, profit sharing, deferred compensation, retirement payment or other
     plan, arrangement, contract or commitment, and none of the Subsidiaries has
     employed any additional executive or management personnel having an  annual
     salary  (in  each  case)  in  excess of $50,000,  or  terminated  any  such
     personnel having an annual salary (in each case) in excess of $50,000;

           (i)   None  of the Subsidiaries has made any change in any method  of
     accounting or accounting practice, whether or not required by GAAP,  except
     with respect to possible vacation and IBNR accruals;






<PAGE>          25

          (j)  None of the Subsidiaries has written off any asset as unusable or
     obsolete  or  for  any  other  reason,  which  asset  is  material  to  the
     Subsidiaries taken as a whole;

          (k)  None of the Subsidiaries has made or suffered any material change
     in  the  conduct  or  nature  of  any  aspect  of  the  businesses  of  the
     Subsidiaries  (considered  as a whole), other  than  changes  made  in  the
     ordinary  course  of  business and which did not have  a  Material  Adverse
     Effect;

           (l)  None of the Subsidiaries has made (or committed to make) capital
     expenditures in an amount which exceeds $100,000 for any item  or  $350,000
     in  the aggregate (for all capital expenditures of the Subsidiaries,  taken
     as a whole);

           (m)   None  of  the  Subsidiaries has paid (or  delayed  payment  of)
     payables,  collected (or delayed collection of) receivables or  waived  any
     rights, which rights are material to the Subsidiaries taken as a whole,  in
     each  case  other  than in the ordinary course of business consistent  with
     past practices;

           (n)   None of the Subsidiaries has borrowed any money, or issued  any
     bonds,  debentures, notes or other corporate securities, including  without
     limitation, those evidencing borrowed money;

           (o)   None of the Subsidiaries has paid (or been paid by) any Related
     Party  (as  herein defined), or charged (or been charged  by)  any  Related
     Party,  for  (A)  goods sold or services rendered  by  or  to  any  of  the
     Subsidiaries, or (B) corporate overhead expenses, management fees, legal or
     accounting fees, capital charges, or similar charges or expenses on a basis
     which  is  either  materially  more or materially  less  favorable  to  the
     Subsidiaries taken as a whole than the basis which would be employed  by  a
     party which is not a Related Party;

           (p)  None of the Subsidiaries has paid or incurred any management  or
     consulting  fees, or engaged any consultants, other than  in  the  ordinary
     course of business consistent with past practice;

          (q)  None of the Subsidiaries has issued or sold any securities of any
     class;

           (r)   Except  as  required  pursuant to  Section  1.4,  none  of  the
     Subsidiaries  has  paid,  declared  or set  aside  any  dividend  or  other
     distribution  on  its  securities of any class or purchased,  exchanged  or
     redeemed any of its securities of any class;

          (s)  None of the Subsidiaries has experienced an adverse change in the
     aggregate amount of trade receivables




<PAGE>          26

     of  the  Subsidiaries  or  the  aging thereof  which  is  material  to  the
     Subsidiaries  taken as a whole, or a change in the level of  the  Inventory
     (as herein defined which is material to the Subsidiaries taken as a whole);

           (t)   None  of the Subsidiaries has entered into any transaction  not
     enumerated above other than in the usual and ordinary course of business in
     accordance with past practices; and

           (u)   None of the Subsidiaries has agreed, whether in writing or not,
     to do any of the foregoing.

     4.10  Material  Contracts.  Except as set forth on Schedule 4.32,  Schedule
4.10  or Schedule 4.17, none of the Subsidiaries is a party to or bound by,  any
currently effective:

          (a)  commitment, obligation, agreement or contract with respect to any
     sales  agent,  broker  or distributor not cancelable without  penalty  upon
     notice  of  60  days  or  less pursuant to which any  Subsidiary  must  pay
     commissions  or  other compensation in connection with  the  sale  of  such
     Subsidiary's respective products;

           (b)   employment  contract (or any other form of contract)  with  any
     officer, consultant, director or employee with a term exceeding one year or
     requiring  any  of  the  Subsidiaries  to  pay  severance  pay,    deferred
     compensation, retention bonuses or so-called "sale bonuses";

           (c)   plan,  arrangement or contract providing for options,  bonuses,
     stock  purchases, deferred compensation, stock appreciation rights, medical
     or dental benefits, or similar arrangements;

           (d)   restrictive covenants or agreements with any former  employees,
     officers,   consultants,  directors  or  stockholders   of   any   of   the
     Subsidiaries;

           (e)   joint  venture  or other commitment, obligation,  agreement  or
     contract  involving  the sharing of profits or any  contract  or  agreement
     restricting any of the Subsidiaries or otherwise limiting their freedom  to
     compete  in  any  line  of business or with any Person  or  from  otherwise
     carrying on its business;

           (f)   outstanding guaranty, subordination or other  similar  type  of
     commitment, obligation, agreement or contract, whether or not entered  into
     in the ordinary course of business;

           (g)  outstanding power of attorney empowering any person, company  or
     other organization to act on behalf of




<PAGE>          27

     the  Subsidiary  (other than powers of attorney in the ordinary  course  of
     business  in  Mexico  and  Brazil to perform ministerial  and  non-material
     acts);

           (h)   management,  consulting or employment  contract  or  collective
     bargaining agreement or other labor union agreement;

           (i)  agreement or order for the purchase of Inventory, Equipment  (as
     herein  defined) or other materials having a price under any such agreement
     or order in excess of $25,000;

           (j)   agreement  restricting in any manner any of  the  Subsidiaries'
     right  to sell to or purchase from any other Person, the right of any other
     Person  to  compete with such Subsidiary, or the ability of such Person  to
     employ any of the Subsidiaries' respective employees;

           (k)  agreement between any Subsidiary, on the one hand, and Seller or
     any of its Affiliates, or any other Related Parties, on the other hand;

           (l)  agreement for the advertisement, display, or promotion of any of
     the  Subsidiaries'  respective products or services in  excess  of  $25,000
     which  cannot be canceled by the applicable Subsidiary without  payment  or
     penalty upon notice of sixty (60) days or less;

           (m)   service agreement affecting any of the Subsidiaries' respective
     assets  where the annual service charge is in excess of $25,000 and has  an
     unexpired term as of the Closing Date in excess of sixty (60) days;

           (n)   agreement or order for the sale of goods or the performance  of
     services  sold or performed by the applicable Subsidiary which can  not  be
     performed within the time limits or on the other terms therein provided or,
     when  actually  performed,  would result in an obligation  (contractual  or
     otherwise) to pay damages or penalties;

           (o) performance, bid or completion bond, or surety or indemnification
     agreement;

           (p)  requirements contract;

           (q)   loan  or  credit  agreement, pledge agreement,  note,  security
     agreement, mortgage, debenture, indenture, factoring agreement or letter of
     credit;

           (r)  contract with any railroad or other transportation company which
     provides for the expenditure of more than $25,000 annually;





<PAGE>          28

           (s)  agreement for the purchase, sale or removal (as the case may be)
     of  electricity,  gas,  water, telephone, coal, sewage,  or  other  utility
     service in excess of $50,000 annually;

           (t)  material governmental order or directive;

           (u)   agreement for the treatment or disposal of Hazardous Substances
     (as herein defined);

           (v)   agreement  or  arrangement  not specifically  enumerated  above
     concerning  or which provides for the receipt or expenditure of  more  than
     $50,000,  except agreements for the purchase or sale of goods or  rendering
     of  services  entered into by the Subsidiaries in the  ordinary  course  of
     business; or

           (w)   any other commitments, obligations, contracts or agreements  in
     excess of $10,000 individually or $50,000 in the aggregate not made in  the
     ordinary course of business.

All  of  the  foregoing  contracts,  leases, agreements  and  other  instruments
referred  to  in  this  Section 4.10, and all of the  other  contracts,  leases,
agreements  and  other  instruments referred to in  this  Agreement  (including,
without  limitation, the Personal Property Leases (as herein defined), the  Real
Property Leases (as herein defined), the Mineral Leases (as herein defined)  and
the  Intellectual  Property  Licenses (as  herein  defined)),  are  referred  to
collectively  as  the "Contracts".  Except as set forth in any Schedule  hereto:
(i)  all  of  the  Contracts  are in full force and effect  and  are  valid  and
enforceable  against  the  Subsidiaries parties thereto  and,  to  the  Seller's
knowledge, the other parties thereto, in accordance with their terms, except  as
may  be  limited  by  (A)  applicable bankruptcy,  insolvency  or  similar  laws
affecting  creditors'  rights generally, (B) equitable  considerations,  or  (C)
public policy limitations (including as to the enforceability of indemnification
provisions); (ii) the applicable Subsidiary is in material compliance  with  all
terms  and  requirements of each Contract and, to the Seller's  knowledge,  each
other  Person that is a party to a Contract is in material compliance  with  the
terms  and requirements of such Contract; (iii) to Seller's knowledge  no  event
has  occurred or circumstance exists that (with or without notice  or  lapse  of
time)  is  reasonably  expected to contravene, conflict  with  or  result  in  a
violation or breach of, or give any Subsidiary or any other Person the right  to
declare a default or exercise any remedy under, or to accelerate the maturity or
performance of, or to cancel, terminate or modify any Contract; (iv)  there  are
no  renegotiations  or,  to  Seller's  knowledge,  attempts  to  renegotiate  or
outstanding rights to negotiate any material amount to be paid or payable to  or
by  any  Subsidiary  under any Contract other than in  the  ordinary  course  of
business  and,  to Seller's knowledge, no Person has made a written  demand  for
such renegotiation; and (v) none of the Subsidiaries has




<PAGE>          29

released or waived any of its rights under any Contract, except, with respect to
the   matters  enumerated  in  clauses  (i)-(v),  both  inclusive,  as  is  not,
individually or in the aggregate, reasonably expected to have a Material Adverse
Effect.   Except  as set forth in Schedule 4.10, none of the Subsidiaries  is  a
party  to,  or  bound  by, any unexpired, undischarged or unsatisfied  Contract,
under  the  terms of which the execution, delivery and performance by Seller  of
this Agreement and the consummation of the transactions contemplated hereby will
require  a  consent,  approval, or notice or will result  in  a  breach,  lapse,
cancellation,  right  to  terminate, default or acceleration  of  any  right  or
obligation or result in a lien on any of the assets of the Subsidiaries,  except
for  breaches, lapses, cancellations, terminations, defaults, accelerations  and
liens  which  are not, individually or in the aggregate, reasonably expected  to
have a Material Adverse Effect.

     4.11 Leases and Concessions.

           (a)  Schedule 4.11(a) is a complete and accurate list of all material
     leases  (excluding  Mineral Leases) and other agreements  under  which  any
     Subsidiary  is  a  lessee of or holds or operates  any  property,  real  or
     personal, owned by any other Person.  The Subsidiary identified in Schedule
     4.11(a) is the owner of the leasehold estates or other rights and interests
     purported  to be granted by such leases and agreements, in each  case  free
     and   clear   of  any  security  interest,  claims,  liens,  mortgages   or
     encumbrances,  except  as  set forth in Schedule  4.11(a)  and  except  for
     Permitted  Liens  and  Permitted  Encumbrances.   The  leases  of  personal
     property under which any Subsidiary is the lessee are referred to herein as
     the  "Personal Property Leases", and such personal property is referred  to
     herein as the "Leased Personalty."  The leases of real property (other than
     mineral  leases)  under which a Subsidiary is the lessee  are  referred  to
     herein  as  the  "Real  Property  Leases," and  the  real  property  leased
     thereunder is referred to herein as the "Leased Premises."

           (b)   Schedule 4.11(b) is a complete and accurate list of all leases,
     subleases,  assignments of leases, mineral concessions and other agreements
     granting  to  any Subsidiary the right of mining, extracting  and  removing
     kaolin  or  ball  clay.   Such leases, subleases,  assignments  of  leases,
     mineral   concessions  and  other  agreements  are   referred   to   herein
     collectively as the "Mineral Leases," and the real property subject thereto
     is  referred  to herein as the "Leased Mining Properties."  The  Subsidiary
     identified  in  Schedule 4.11(b) is the owner of the  leasehold  estate  or
     other  rights and interests purported to be granted by the Mineral  Leases,
     in  each case free and clear of any Claims, except as set forth in Schedule
     4.11(b)  and  except for Permitted Liens and Permitted  Encumbrances.   The
     copies of the Mineral Leases made available to Purchaser during the



<PAGE>          30

     investigation  described  in  Section 3.5 are true,  correct  and  complete
     copies  of  the  same  as in effect on the date of  this  Agreement.   Such
     Mineral  Leases are the only leases or agreements providing for any royalty
     or  other fee or amount payable on kaolin or ball clay mined from,  or  the
     use  of  the  surface or underground portions of, any of the Leased  Mining
     Properties.

           (c)   All  royalties or rents due under the Mineral Leases have  been
     paid in full when due.  The term of all Mineral Leases whose original terms
     have heretofore expired has been renewed or extended in accordance with the
     terms of such Mineral Leases.

     4.12 Real Estate; Encumbrances.

           (a)   Schedule  4.12  (a) is a complete and  accurate  list  of  real
     property owned by each Subsidiary, by name of tract, date of conveyance  to
     such  Subsidiary, and area (in approximate square feet/meters or number  of
     acres).   Such  real property is referred to herein as the  "Real  Estate".
     The  copies  of  the deeds to the Real Estate made available  to  Purchaser
     during  the  investigation described in Section 3.5 are  true  and  correct
     copies  of all instruments conveying to the applicable Subsidiary all  Real
     Estate owned by such Subsidiary.  Except as set forth on Schedule 4.12 (a),
     such  Subsidiary  has  good  and  marketable  fee  simple  title  (or   its
     equivalent, if any, under the laws of jurisdictions other than  the  United
     States  in  which any of the Real Estate is located) to the surface  estate
     and  the  mineral estate of the Real Estate, subject to no liens  or  other
     restrictions except:  (a) liens shown on or reflected in the Balance Sheet;
     (b)  easements, covenants, conditions and restrictions (including,  without
     limitation,  building  and  use  restrictions)  of  record  which  do   not
     materially  interfere with the use made of such property by the  applicable
     Subsidiary; (c) liens for current taxes not yet due and delinquent, and (d)
     liens  arising  from or through Purchaser or Parent or by  reason  of  this
     Agreement (collectively, "Permitted Encumbrances").

          (b)  Schedule 4.12 (b) identifies the parcels of Real Estate or Leased
     Premises on which any of the Subsidiaries currently operate a manufacturing
     or processing plant (collectively the "Plant Properties", such plants being
     referred  to herein as the "Plants"), and the parcels of Real Estate  which
     any of the Subsidiaries currently use for the purpose of mining, extracting
     and removing kaolin or ball clay (the "Owned Mining Properties").  The term
     "Plant  Properties"  is  not  intended to  include  and  does  not  include
     locations  (such  as  Aiken or Whitlock) used for storage  or  sporadic  or
     occasional  processing  on  other than a currently  active  and  continuous
     basis. Schedule 4.12 (b) also identifies the Leased Mining Properties which
     any of



<PAGE>          31


     the  Subsidiaries currently use for the purpose of mining,  extracting  and
     removing  ball clay or kaolin.  The Owned Mining Properties and the  Leased
     Mining  Properties  are  referred to herein  collectively  as  the  "Mining
     Properties".

           (c)  Except as set forth on Schedules 4.9, 4.11(a), 4.11(b), 4.12(a),
     or  4.12(b),  the  Real  Estate:  (i) constitutes  all  real  property  and
     improvements  owned by the Subsidiaries and used in the  conduct  of  their
     respective businesses; (ii) to the Seller's knowledge, is not in possession
     of  any  adverse  possessors; and (iii) is not subject  to  any  leases  or
     tenancies of any kind.  As to each of the Plant Properties (i) to  Seller's
     knowledge,  no  Plant  Property is used in  a  manner  which  violates  any
     applicable  zoning  ordinances or other laws or regulations;  and  (ii)  to
     Seller's  knowledge, the Plant Properties are served by all  water,  sewer,
     electrical, telephone, drainage and other utilities required for the normal
     current  operations  of  the  business of the Subsidiaries;  and  (iii)  to
     Seller's knowledge, the Plant Properties require no work or improvements in
     excess  of $150,000 in the aggregate to bring them into compliance  in  all
     material  respects  with  any applicable law  or  regulation,  and  are  in
     operating  condition and functional repair sufficient for the  Subsidiaries
     to conduct their the business as currently conducted.

           (d)  To the Seller's knowledge, none of the utility companies serving
     any  of the Plant Properties has overtly threatened any of the Subsidiaries
     in writing with any reduction in service.

           (e) The Plant Properties have access to railroad main lines over side
     tracks.  Neither Seller nor any Subsidiary has received written notice, and
     Seller has no knowledge that any of the Subsidiaries is in violation of any
     railroad side track agreements pertaining to such side tracks, all of which
     are,  to  Seller's  knowledge, in full force in  effect  and  none  of  the
     Subsidiaries is in default thereunder.

           (f) None of the Plant Properties or Mining Properties are operated as
     joint  mines or facilities with any non-affiliated Person.  Neither  Seller
     nor any of its Affiliates own or operate any facility or property which  is
     necessary to the operation or business of any of the Subsidiaries.

           (g)   There are no challenges or appeals pending regarding the amount
     of  the real estate Taxes (as herein defined) on, or the assessed valuation
     of,  any  of the Real Estate or to Seller's knowledge, the Leased Premises,
     and  no  special  arrangements or agreements exist  with  any  governmental
     authority  with  respect to the Real Estate or, to Seller's knowledge,  the
     Leased Premises (the




<PAGE>          32

     representations and warranties contained in this paragraph (g) shall not be
     deemed  to  be breached by any prospective general increase in real  estate
     Tax rates or assessments).

           (h)   To  Seller's  knowledge,  there is  no  pending  or  threatened
     condemnation  proceedings with respect to any portion of the  Real  Estate,
     the Leased Premises, or the Leased Mining Properties.

           (i)   To  Seller's knowledge, there is no pending or  threatened  Tax
     assessment  (in  addition  to the normal, annual general  real  estate  Tax
     assessment)  with  respect to any portion of the Real  Estate  or,  to  the
     extent  Seller is liable for payment therefor, the Leased Premises  or  the
     Leased Mining Properties.

           (j)   To  Seller's  knowledge: (i) none of the  Real  Estate,  Leased
     Premises  or Leased Mining Properties (collectively, the "Properties")  has
     ever been used as a sanctioned modern cemetery; (ii) none of the Properties
     has  been identified by any authoritative governmental entity of applicable
     jurisdiction  as having significant archeological artifacts  or  historical
     buildings  or  structures;  and  (iii)  there  is  no  unique  habitat   or
     significant  concentration  of  threatened or  endangered  species  of  (A)
     animal,  under  Federal  or  state law (or regulations  or  interpretations
     thereof) on any of the Properties, or (B) plant under Federal or state  law
     (or  regulations  or  interpretations thereof) on any  of  the  Properties.
     Except  as  set  forth in Schedule 4.13, to Seller's knowledge,  no  Person
     residing  within  one mile of any of the Properties has,  within  the  past
     year,  complained  in  writing  to  any  of  the  Subsidiaries  or  to  any
     governmental authority about the alleged conduct of the operations  of  the
     Subsidiaries thereat.

           (k)   The  Mining  Properties have access to public  roads  which  is
     sufficient  to  permit  mining  activities  to  take  place  as   currently
     conducted.

           (l)   Except  for  the  Properties, neither Seller  nor  any  of  its
     Affiliates  owns  or  leases any real property in the geographic  areas  in
     which  the  Subsidiaries  currently operate which, to  Seller's  knowledge,
     contains  non-incidental reserves of ball clay or kaolin which are feasible
     to commercially mine.

           (m) Other than as disclosed on Schedule 4.9, all capital improvements
     and expansions which have been planned to be made to the Plant owned by K-T
     Mexico  have  been made, and such Plant, as so improved,  is  operating  in
     accordance  with the specifications therefor.  Other than as  disclosed  on
     Schedule  4.9, all such improvements and expansions have been paid  for  in
     full  prior  to  the  date hereof, and all warranties  of  contractors  and
     subcontractors who were




<PAGE>          33

     engaged  in  connection  with the construction  of  such  improvements  and
     expansions  and  which are in favor of K-T Mexico are  in  full  force  and
     effect.  K-T Mexico is in possession of "as built" plans and specifications
     for such Plant, as so improved.

     4.13 Environmental.

     Except as listed in Schedule 4.13:

           (a)  The Subsidiaries are in compliance with applicable Environmental
     Laws  (as  herein  defined) and Environmental Permits (as herein  defined),
     except to the extent such failure to be in compliance, individually  or  in
     the  aggregate,  either is permitted by so-called "grandfather  provisions"
     specified therein or is not reasonably expected to have a Material  Adverse
     Effect.

           (b)   The  Subsidiaries possess all Environmental Permits  which  are
     required  for the operation of their respective businesses, except  to  the
     extent  the failure to possess such Environmental Permits, individually  or
     in the aggregate, either is permitted by so-called "grandfather provisions"
     specified therein or is not reasonably expected to have a Material  Adverse
     Effect.

           (c)   None of the Subsidiaries has received any written communication
     alleging  that any Subsidiary currently is not or was not since January  1,
     1998,  in  compliance with applicable Environmental Laws  or  Environmental
     Permits,  provided  that as of the Closing Date this reference  in  Section
     4.13(c) to "1998" shall automatically be deemed to read "1995" for purposes
     of  the  Closing  and Seller shall be permitted to amend Schedule  4.13  to
     reflect the 1995 to 1998 written communications.

           (d) To Seller's knowledge, there is no Environmental Claim (as herein
     defined) pending or threatened, against any of the Subsidiaries.

           (e)   None of the Subsidiaries has received any written communication
     alleging  that  any of the Properties is currently listed on  the  National
     Priorities  List or the Comprehensive Environmental Response,  Compensation
     and  Liability Information System, both promulgated under the Comprehensive
     Environmental Response, Compensation and Liability Act of 1980, as  amended
     ("CERCLA") or any comparable state or foreign list.

           (f) None of the Subsidiaries has received any written notice from any
     Person  with  respect  to  any Off-Site Facility (as  herein  defined),  of
     potential or actual liability or a written request for information from any
     Person under or relating to CERCLA or any comparable state or local law.



<PAGE>          34

           (g)   There  are  currently no Hazardous Substances used,  generated,
     treated,  stored, transported, disposed of, or handled by the  Subsidiaries
     at  any  of  the  Properties except in material compliance with  applicable
     Environmental Laws or Environmental Permits.  Furthermore, there  have  not
     been  any  Hazardous  Substances  historically  used,  generated,  treated,
     stored,  transported,  disposed  of, or  handled  by  the  Subsidiaries  in
     violation of Environmental Laws in effect at the time such use, generation,
     treatment,  storage,  transportation, disposal or  handling  occurred.   To
     Seller's knowledge there are no Hazardous Substances existing on, under  or
     about  any  of  the  Properties in violation  of,  or  prohibited  by,  any
     Environmental Laws.

           (h) There are no underground storage tanks located on the Properties.
     All  underground storage tanks previously located at the Properties and not
     present  thereat as of the date hereof were removed in accordance with  all
     Environmental Laws in effect at the time of such removal.

           (i)  For the purposes of this Agreement:

               (1)  "Environmental Claim" shall mean any and all administrative,
     regulatory or judicial actions, suits, demands, demand letters, directives,
     claims,  liens, investigations, proceedings or notices of noncompliance  or
     violation  (written  or  oral) by any Person alleging  potential  liability
     (including  potential  liability  for  enforcement,  investigatory   costs,
     cleanup costs, governmental response costs, removal costs, remedial  costs,
     natural   resources  damages,  property  damages,  personal   injuries   or
     penalties)  arising out of, based on or resulting from:  (A) the  presence,
     or  release  into  the  environment, of  any  Hazardous  Substance  at  any
     location,  whether  or  not  owned  by any  of  the  Subsidiaries;  or  (B)
     circumstances  forming the basis of any violation or alleged violation,  of
     any  Environmental  Law; or (C) any and all claims by  any  Person  seeking
     damages,  contribution,  indemnification, cost  recovery,  compensation  or
     injunctive  relief resulting from the presence or Release of any  Hazardous
     Substances.

               (2)  "Environmental Laws" shall mean all federal, state, local or
     foreign  statutes,  laws, rules, ordinances, codes,  rule  of  common  law,
     regulations,  judgments  and orders (including any  so-called  "grandfather
     provisions"  specified therein) relating to protection of human  health  or
     the  environment  (including  ambient air,  surface  water,  ground  water,
     drinking  water,  wildlife, plants, land surface or subsurface  strata  and
     applicable  mine reclamation), including laws and regulations  relating  to
     Releases  or  threatened  Releases of Hazardous  Substances,  or  otherwise
     relating  to  the  manufacture, processing, distribution,  use,  treatment,
     storage, disposal, transport





<PAGE>          35

     or  handling  of Hazardous Substances, as in effect as of the Closing  Date
     (except  as otherwise specifically provided in Section 4.13(g) and  4.13(h)
     herein).

               (3)   "Environmental  Permits"  shall  mean  all  environmental,
     health, safety and applicable mining permits, licenses, registrations,  and
     governmental approvals and authorizations.

               (4)  "Facility" means any facility as defined in CERCLA.

               (5)   "Hazardous  Substances" shall mean:   (A)  any  petroleum,
     petroleum   products,   radioactive  materials,  urea   formaldehyde   foam
     insulation,  asbestos  (whether  friable or  not),  transformers  or  other
     equipment  that  contain dielectric fluid containing  regulated  levels  of
     polychlorinated  biphenyls (PCBs) and radon gas;  and  (B)  any  chemicals,
     materials  or  substances which are now or ever have  been  defined  as  or
     included  in the definition of "hazardous substances," "hazardous  wastes,"
     "hazardous materials," "extremely hazardous wastes," "restricted  hazardous
     wastes," "toxic substances," "toxic pollutants," or other words of  similar
     import, under any Environmental Law.

               (6)   "Offsite Facility" shall mean any Facility (as defined  in
     CERCLA)  which  is  not  presently, and never has been,  owned,  leased  or
     occupied by any of the Subsidiaries.

               (7)  "Release" shall mean any release, spill, emission, emptying,
     leaking,  injection,  deposit,  disposal, discharge,  dispersal,  leaching,
     pumping,  pouring, or migration into the atmosphere, soil,  surface  water,
     groundwater or property.

     4.14 Patents, Trademarks and Trade Names.

           (a) Except as provided in Schedule 4.14, each Subsidiary owns, or has
     the  sole and exclusive right to use, all Intellectual Property (as  herein
     defined)    used  in  or  necessary  for  the  conduct  of   its   business
     substantially  as  it  is  now  conducted,  and  the  consummation  of  the
     transactions contemplated hereby will not alter or impair the  use  of  any
     such  rights by the Subsidiaries in any material respect.  To the knowledge
     of  the Seller, no claims have been asserted during the past five years  by
     any Person against the use by any of the Subsidiaries of, or challenging or
     questioning  the  validity or effectiveness of, any  Intellectual  Property
     used  by  any  of  the  Subsidiaries, or any license or  agreement  related
     thereto ("Intellectual Property Licenses"), and the Seller does not know of
     any  valid  basis for any such claim.  To the knowledge of the Seller,  the
     use of such Intellectual Property by each of the



<PAGE>          36

     Subsidiaries  is  not  in violation of and does not infringe  any  material
     patent, trademark, trade name, copyright, technology, knowhow or process or
     other proprietary or trade rights of any third party.

           (b) Schedule 4.14 sets forth a complete and accurate list of all U.S.
     and  foreign  copyright registrations, copyright applications, patents  and
     patent  applications,  trademark and service mark registrations  (including
     Internet   domain   name  registrations),  trademark   and   service   mark
     applications  and  material  unregistered  trademarks  and  service   marks
     included within the Intellectual Property.

           (c) Except with respect to unregistered trademarks and service marks,
     each  owner  listed  on  Schedule 4.14 is listed  in  the  records  of  the
     appropriate  governmental  entity  as the  sole  owner  of  record  of  the
     Intellectual Property.

           (d)   Schedule 4.14 lists all Software (as herein defined)  which  is
     owned ("Proprietary Software") or licensed, leased or otherwise used by any
     of  the  Subsidiaries (other than "off-the-shelf" Software), and identifies
     which  Software is owned, licensed, leased or otherwise used, as  the  case
     may be.

           (e)   Schedule 4.14 sets forth a complete and accurate  list  of  all
     agreements (other than agreements with respect to "off-the-shelf" Software)
     between  any of the Subsidiaries, on the one hand, and any Person,  on  the
     other  hand, granting any right to use or practice any rights under any  of
     the Intellectual Property owned either by any of the Subsidiaries or by any
     other Person (collectively, "Intellectual Property Licenses").

           (f)  None of the Subsidiaries has received notice of any claims, and,
     to  the  best  of Seller's knowledge, there are no pending claims,  of  any
     Persons  relating to the scope, ownership or use of any of the Intellectual
     Property.

           (g)  Each copyright registration, patent and registered trademark and
     application  therefor  listed  on Schedule 4.14  is  in  proper  form,  not
     disclaimed  and has been duly maintained, including the submission  of  all
     necessary   filings  in  accordance  with  the  legal  and   administrative
     requirements of the appropriate jurisdictions.

           (h)   None of the Subsidiaries has licensed or sublicensed its rights
     in any of the Intellectual Property or received or granted any such rights,
     other than pursuant to Intellectual Property Licenses.

           (i)   All Proprietary Software set forth in Schedule 4.14 was  either
     developed (a) by employees of the





<PAGE>          37

     Subsidiaries  within the scope of their employment; or (b)  by  independent
     contractors  who have assigned their right to the Subsidiaries pursuant  to
     written agreements.

           (j) As used herein (x) "Intellectual Property" means all intellectual
     property  rights,  including, without limitation, all patents,  trademarks,
     designs,  service marks, copyrights, Internet domain names and  web  sites,
     trade or business names, trade dress and slogans (and all registrations  of
     any  of  the  foregoing,  and all applications for  registration  thereof),
     Software,  and  all  goodwill  associated with such  intellectual  property
     rights,  and  (y)  "Software"  means any and  all  (i)  computer  programs,
     including  any  and all software implementation of algorithms,  models  and
     methodologies  whether in source code or object code,  (ii)  databases  and
     computations, including any and all data and collections of data, (iii) all
     documentation, including user manuals and training materials,  relating  to
     any of the foregoing, and (iv) the content and information contained in any
     Web  site,  provided,  however,  that  neither  Intellectual  Property  nor
     Software  shall  include  any  off-the-shelf,  shrinkwrapped  licensed,  or
     standardized   software,   program,   or   similar   material    (including
     documentation  therefor) generally commercially available, nor  any  rights
     whatsoever in the name Hecla or any similar or derivative name.

     4.15 Litigation; Compliance with Law.

           (a)   Except  as  set  forth  in  Schedule  4.15,  (i)  none  of  the
     Subsidiaries  is  engaged in or a party to, and to  the  knowledge  of  the
     Seller  none  of  them  is  overtly threatened with,  any  material  claim,
     controversy,  legal action or other proceeding (excluding any arising  from
     or  through  Purchaser  or  Parent), whether or not  before  any  court  or
     administrative  agency; (ii) none of the Subsidiaries has been  charged  at
     any  time  during the last five years with, and, to Seller's knowledge,  is
     not  under  investigation with respect to, any violation  of  any  material
     provision   of  federal,  state,  foreign  or  other  applicable   law   or
     administrative regulation; and (iii) none of the Subsidiaries is a party to
     or  subject  to  any judgment, decree or substantive order entered  in  any
     lawsuit  or proceeding brought by any governmental or regulatory  authority
     or by any other Person.

           (b)   To Seller's knowledge, there are no facts which, if known by  a
     potential claimant or governmental authority, would give rise to a claim or
     proceeding which, individually or in the aggregate, is reasonably  expected
     to  have  a  Material  Adverse Effect or inhibit the  consummation  of  the
     transaction contemplated by this Agreement.





<PAGE>          38

           (c) The Subsidiaries are in compliance  in all material respects with
     each  decree, order, writ, judgment or arbitration award, or law,  statute,
     or  regulation  of or agreement with, or Permit from, any  Federal,  state,
     local, foreign or other governmental authority (or to which the properties,
     assets,  personnel or business activities of the Subsidiaries are subject),
     including  laws,  statutes  and regulations relating  to  equal  employment
     opportunities,   fair   employment  practices,  wages,   hours,   benefits,
     collective  bargaining,  payment  of social  security  and  similar  Taxes,
     occupational safety and health, plant closings, sexual harassment, and sex,
     race,  religious and age discrimination.  Since December 31, 1996, none  of
     the  Subsidiaries has received from any governmental authority any  written
     notification with respect to possible noncompliance of any material decree,
     order,  writ, judgment or arbitration award or law, statute, or regulation.
     Notwithstanding  the foregoing, no representation or warranty  is  made  by
     this paragraph (c) with respect to laws, rules and regulations relating  to
     the  environment  (which  are  exclusively provided  for  in  Section  4.13
     hereof).

           (d)   The  Subsidiaries  possess  all  material  licenses,  permits,
     registrations and governmental approvals ("Permits") which are required  in
     order  for  the  Subsidiaries  to  conduct their  businesses  as  presently
     conducted.   It is understood and agreed that the foregoing definition  and
     the  foregoing  representation and warranty does not apply to Environmental
     Permits  or  environmental matters which are the subject  of  Section  4.13
     hereof.

     4.16 Tax Matters.

           (a)  Except as set forth in Schedule 4.16, all Tax Returns (as herein
     defined)  of  every kind that are due (after giving effect to any  extended
     due date) to have been filed by or on behalf of any of the Subsidiaries  in
     accordance with applicable law have been duly and timely filed, or  to  the
     extent  not timely filed, all applicable penalties and interest  have  been
     paid or accrued on the Interim Financial Statements.  Such Tax Returns  are
     correct  in  all  material respects.  Each Subsidiary has  paid  all  Taxes
     required to be paid.  Each Subsidiary has paid, or made provision  for  the
     payment of, all Taxes shown to be due on such Tax Returns or otherwise,  or
     pursuant  to  any  assessment received by any  of  the  Subsidiaries.   The
     amounts so paid or reserved have been and are adequate to pay all Taxes  of
     every kind whatsoever, including interest and penalties, due and payable by
     the  Subsidiaries.   No  material deficiencies  for  any  Taxes  have  been
     asserted  or, to the best of Seller's knowledge, threatened,  and,  to  the
     best  of  Seller's  knowledge, no audit of any  Tax  Returns  is  currently
     underway  or  threatened.   There  are no  outstanding  agreements  by  any
     Subsidiary for the extension of time for the



<PAGE>          39

     assessment  of any Tax.  Schedule 4.16 sets forth, with respect  to  income
     and  franchise Taxes, (i) the taxable years of the Subsidiaries as to which
     the  respective  statutes of limitations with respect  to  Taxes  have  not
     expired, and (ii) with respect to such taxable years sets forth those years
     for   which  examinations  have  been  completed,  those  years  for  which
     examinations  are  presently  being  conducted,  those  years   for   which
     examinations  have not been initiated, and those years for  which  required
     Tax Returns have not yet been filed.

           (b)  None of the Subsidiaries is a party to or bound by (nor will any
     of  the Subsidiaries become a party to or bound by) any tax indemnity,  tax
     sharing or tax allocation agreement.

           (c)   Except for the affiliated group of which Seller is  the  common
     parent,  none of the Subsidiaries has been a member of an affiliated  group
     of corporations since December 31, 1990, within the meaning of Section 1504
     of the Code.

           (d)   None  of the Subsidiaries has filed a consent pursuant  to  the
     collapsible  corporation provisions of Section 341(f) of the Code  (or  any
     corresponding  provision  of state, local or foreign  income  Tax  law)  or
     agreed  to  have  Section  341(f)(2) of  the  Code  (or  any  corresponding
     provision  of  state,  local  or  foreign income  Tax  law)  apply  to  any
     disposition of any asset owned by it.

           (e)   None of the Subsidiaries is a party to any agreement, contract,
     arrangement or plan that has resulted or would result, separately or in the
     aggregate,  in  the payment of any "excess parachute payments"  within  the
     meaning of Section 280G of the Code.

           (f)   Seller is not a person other than a United States person within
     the  meaning  of the Code and the transaction contemplated  hereby  is  not
     subject  to the withholding provisions of Section 3406 or subchapter  A  of
     Chapter 3 of the Code.

           (g)   None  of  the Subsidiaries has made a deemed dividend  election
     under  Regulations  Section 1.1502-32(f)(2) or a consent dividend  election
     under section 565 of the Code.

           (h)   As  used in this Agreement, the following terms shall have  the
     following meanings:

                (1)   the term "Taxes" means all federal, state, local,  foreign
     and other net income, gross income, gross receipts, sales, use, ad valorem,
     transfer,  franchise, profits, license, lease, service, service use,  value
     added,




<PAGE>          40

     withholding,  payroll,  employment, excise, severance,  stamp,  occupation,
     premium, property, windfall profits, customs, duties or other taxes,  fees,
     assessments or charges of any kind whatever, together with any interest and
     any penalties, additions to tax or additional amounts with respect thereto,
     and the term "Tax" means any one of the foregoing Taxes;

                (2)   the  term  "Tax Returns" means all returns,  declarations,
     reports, statements and other documents required to be filed in respect  of
     Taxes,  and  the  term  "Tax Return" means any one  of  the  foregoing  Tax
     Returns; and

                (3)  the term "Code" means the Internal Revenue Code of 1986, as
     amended.   All  citations  to  the Code, or  to  the  Treasury  Regulations
     promulgated  thereunder, shall include any amendments or any substitute  or
     successor provisions thereto.

     4.17 Employee Benefit Plans.

           (a)   Neither  K-T Clay nor any affiliate of K-T Clay  as  determined
     under  Code  Section  414(b), (c), (m) or (o) ("ERISA Affiliate,"  provided
     that  no  non-U.S. affiliate shall be included within the meaning of  ERISA
     Affiliate under this Agreement) maintains, administers,  contributes or has
     any  liability with respect to any: (i) employee pension benefit  plan  (as
     defined in Section 3(2) of the Employee Retirement Income Security  Act  of
     1974,  as amended ("ERISA")) ("Plan"), including any multiemployer plan  as
     defined  in  Section 3(37) of ERISA ("Multiemployer Plan");  (ii)  employee
     welfare  benefit  plan  (as  defined in Section 3(1)  of  ERISA)  ("Welfare
     Plan");  or  (iii)  bonus,  deferred compensation,  stock  purchase,  stock
     option,  severance,  salary  continuation,  vacation,  sick  leave,  fringe
     benefit,  incentive,  insurance, welfare or  similar  plan  or  arrangement
     ("Employee Benefit Plan"), for the benefit of employees of K-T Clay or  any
     ERISA Affiliate, other than those Plans, Welfare Plans and Employee Benefit
     Plans  described in Schedule 4.17.  Except as required by Section 4980B  of
     the Code, Part 6 of Subtitle B of Title I of ERISA or applicable state law,
     neither  K-T  Clay nor any ERISA Affiliate (on behalf of K-T  Clay  or  any
     ERISA  Affiliate) has promised any former employee or other individual  not
     employed  by  K-T  Clay or any ERISA Affiliate, medical or  life  insurance
     coverage  or  other  welfare benefit and neither K-T  Clay  nor  any  ERISA
     Affiliate  maintains or contributes (on behalf of K-T  Clay  or  any  ERISA
     Affiliate)  to any plan or arrangement providing medical or life  insurance
     benefits  to former employees of K-T Clay or any ERISA Affiliate  or  their
     dependents,  other  than benefits provided in the event of  disability  and
     conversion  privileges.  Each Plan, Welfare Plan and Employee Benefit  Plan
     (each, a "Benefit Plan") is described in Schedule 4.17.




<PAGE>          41

           (b) Except as disclosed in Schedule 4.17, each Benefit Plan complies,
     in  form  and  operation,  in all material respects,  with  all  applicable
     statutes, laws and regulations, including ERISA and the Code.

           (c)   Except as disclosed in Schedule 4.17, the funds available under
     each  Benefit Plan which is intended to be a funded Benefit Plan  equal  or
     exceed  the amounts required to be paid, or which would be required  to  be
     paid, if such Benefit Plan were terminated as of the Closing Date.

           (d)  Any Plan that is intended to qualify under Section 401(a) of the
     Code  meets  (or  the time has not expired during which such  Plan  may  be
     amended   to   meet)   in  all  material  respects  all  requirements   for
     qualification  under  Section  401(a)  of  the  Code  and  the  regulations
     thereunder,  and  Seller has provided, or shall prior to  Closing  provide,
     Purchaser  with  a  copy of the most recent favorable determination  letter
     issued  by  the  Internal  Revenue Service ("IRS")  concerning  the  Plan's
     qualification.   Each  such  Benefit Plan  has  been  administered  in  all
     material   respects  in  accordance  with  its  terms  and  the  applicable
     provisions  of  ERISA and the Code and the regulations thereunder  and  all
     other applicable laws and no matter exists which would adversely affect the
     qualified tax-exempt status of such Benefit Plan and any related trust.

           (e)   All reports and information relating to each such Benefit  Plan
     required to be filed with any governmental entity have been accurately  and
     timely filed except to the extent the failure to do so, individually or  in
     the  aggregate,  is  not  reasonably expected to have  a  Material  Adverse
     Effect;  all  reports and information relating to each  such  Benefit  Plan
     required to be disclosed or provided to participants or their beneficiaries
     have been timely disclosed or provided except to the extent the failure  to
     do so, individually or in the aggregate, is not reasonably expected to have
     a  Material Adverse Effect; each trust related to any Benefit Plan which is
     a  voluntary employee beneficiary association pursuant to Section 501(c)(9)
     of the Code has received a favorable determination letter from the Internal
     Revenue  Service  with respect to its tax-exempt status,  and  nothing  has
     occurred  since the date of such letter that has or is likely to  adversely
     affect such qualification or exemption.  To the best of Seller's knowledge,
     no   fiduciary  of  any  Benefit  Plan  has  committed  a  breach  of   any
     responsibility  or obligation imposed upon fiduciaries  under  Title  I  of
     ERISA  with respect to such Benefit Plan.  The annual reports and actuarial
     statements  furnished  to  Purchaser fully and  accurately  set  forth  the
     financial  and  actuarial condition of each Benefit  Plan  and  each  trust
     funding any Benefit Plan.






<PAGE>          42

           (f)  There has been delivered to Purchaser, or shall be delivered  to
     Purchaser  prior  to  Closing,  with respect  to  each  Benefit  Plan,  the
     following:   a  copy  of the annual report (if required under  ERISA)  with
     respect  to each such Benefit Plan for the last three years (including  all
     schedules  and  attachments);  a  copy of  the  summary  plan  description,
     together with each summary of material modifications, required under  ERISA
     with  respect  to  such Benefit Plan; all material employee  communications
     relating  to  such Benefit Plan; a true and complete copy of  such  Benefit
     Plan;   all  trust  agreements,  insurance  contracts,  accounts  or  other
     documents which establish the funding vehicle for any Benefit Plan and  the
     latest   financial  statements  thereof;  and  any  investment   management
     agreements,  administrative services contracts,  or  other  agreements  and
     documents  relating  to the ongoing administration and  investment  of  any
     Benefit Plan.

           (g)   There  are  no  actions, suits, proceedings, investigations  or
     hearings  pending  with respect to any Benefit Plan,  or  to  the  best  of
     Seller's  knowledge  any  claims (other than routine  claims  for  benefits
     arising  in the ordinary course of any Benefit Plan) threatened against  or
     with  respect to any Benefit Plan or any fiduciary or assets thereof,  and,
     to  the  best  of  Seller's  knowledge, there  are  no  facts  which  could
     reasonably   give   rise   to   any  such  actions,   suits,   proceedings,
     investigations, hearings or claims.

           (h)   Each  Welfare  Plan which is a group health  plan  (within  the
     meaning  of Section 5000(b)(1) of the Code) ("Group Health Plan")  complies
     with  and has been maintained and operated in accordance with each  of  the
     requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title
     I  of  ERISA or any other similar state or local law.  Schedule  4.17  sets
     forth  the  individuals with rights to continuation coverage under  Section
     4980B  of  the Code or Part 6 of Subtitle B of Title I or ERISA or  similar
     state  or  local  law,  including those individuals within  the  applicable
     election period.

           (i)  None of K-T Clay or any ERISA Affiliate will incur any liability
     under  any  Benefit  Plan  solely on account of  the  consummation  of  the
     transaction  contemplated hereby, alone or together with any  other  event.
     Each  Benefit  Plan  is  terminable and may  be  amended  to  prospectively
     decrease the level of any benefit thereunder at the discretion of K-T  Clay
     or  any  ERISA Affiliate subject to the terms thereof and of any collective
     bargaining  agreement.   No  Benefit Plan has  any  provision  which  could
     increase  or  accelerate  benefits or any provision  which  could  increase
     liability  as  a  result of the transaction contemplated hereby,  alone  or
     together with any other event.  Neither K-T Clay nor any ERISA Affiliate





<PAGE>          43

     nor  any  officer,  director, agent or employee of K-T Clay  or  any  ERISA
     Affiliate has made any oral or written statement regarding any Benefit Plan
     which  could result in liability in excess of that set forth in the Benefit
     Plan.

           (j)   No withdrawals have occurred so as to cause any Plan to  become
     subject to the provisions of Section 4063 of ERISA, nor has K-T Clay or any
     ERISA  Affiliate ceased making contributions to any Plan subject to Section
     4064(a)   of  ERISA  to  which  K-T  Clay  or  any  ERISA  Affiliate   made
     contributions during the six (6) years prior to the date hereof, nor ceased
     operations  at any facility so as to become subject to Section  4062(e)  of
     ERISA.   No  amendment to any Plan has been adopted for which  security  is
     required  under Section 401(a)(29) of the Code.  Neither K-T Clay  nor  any
     ERISA  Affiliate has incurred or suffered to exist any "accumulated funding
     deficiency" (as defined in Section 302 of ERISA) whether or not  waived  by
     the IRS, involving any Plan subject to Section 412 of the Code or Part 3 of
     Subtitle B of Title I of ERISA.  There is currently no active filing by K-T
     Clay  or  any  ERISA Affiliate with the PBGC (as herein  defined)  (and  no
     proceeding  has been commenced by the PBGC and no condition exists  and  no
     event has occurred that could constitute grounds for the termination of any
     Plan  by  the PBGC) to terminate any Plan which is subject to Title  IV  of
     ERISA and which has been maintained or funded, in whole or in part, by  K-T
     Clay or any ERISA Affiliate.

           (k)   Neither  K-T  Clay  nor any ERISA Affiliate  has  incurred  any
     liability to the Pension Benefit Guaranty Corporation ("PBGC") as a  result
     of the voluntary or involuntary termination of any Plan which is subject to
     Title IV of ERISA.  There is currently no active filing by K-T Clay or  any
     ERISA Affiliate with the PBGC (and no proceeding has been commenced by  the
     PBGC) to terminate any Plan which is subject to Title IV of ERISA and which
     has  been  maintained or funded, in whole or in part, by K-T  Clay  or  any
     ERISA Affiliate.

           (l)   Neither  any  Benefit Plan fiduciary nor any Benefit  Plan  has
     engaged  in  any transaction in violation of Section 406 of  ERISA  or  any
     "prohibited transaction" (as defined in Section 4975(c)(1) of the Code) and
     there  has been no "reportable event" (as defined in Section 4043 of ERISA)
     with  respect  to any Plan.  Neither K-T Clay  nor any ERISA Affiliate  has
     failed  to  make any contributions or to pay any amounts due and  owing  as
     required  by  the  terms  of  any  Benefit Plan  or  collective  bargaining
     agreement or ERISA or any other applicable law. Full payment has been  made
     of  all  amounts  which  K-T  Clay or any ERISA Affiliate  is  required  or
     committed to pay to the Benefit Plans as of the Interim Financial Statement
     Date.





<PAGE>          44

           (m)  Neither K-T Clay nor any ERISA Affiliate contributes or has ever
     contributed to a Multiemployer Plan.

           (n)   Each  employee  benefit  plan  relating  to  employees  of  the
     Subsidiaries employed outside of the United States is in compliance in  all
     material respects with all requirements of law applicable thereto  and  the
     respective  requirements of the governing documents  of  such  plan.   Each
     employee  benefit  plan relating to employees of the Subsidiaries  employed
     outside  the  United States is funded in accordance with,  and  the  assets
     thereof  are  held  by  a  person authorized to  hold  such  assets  under,
     applicable law and regulation and the governing documents of such plan.

     4.18 Labor.

           (a) Except as disclosed in Schedule 4.18, none of the Subsidiaries is
     a  party to, or bound by, any collective bargaining agreement with a  labor
     union  or  labor organization.  There is no unfair labor practice or  labor
     arbitration  proceeding pending or, to the best knowledge  of  the  Seller,
     threatened against any Subsidiary relating to its business, except for such
     proceedings  which  are  not, individually or in the aggregate,  reasonably
     expected to have a Material Adverse Effect.

           (b)  To Seller's knowledge, no employee of any of the Subsidiaries is
     a  party  to,  or  is  otherwise  bound by, any  agreement,  including  any
     confidentiality,  noncompetition or proprietary rights  agreements  between
     such employee and any other Person that materially and adversely affects or
     is  reasonably  expected  to  materially and  adversely  affect:   (A)  the
     performance of that employee's duties as an employee of any Subsidiary;  or
     (B)  the ability of the Subsidiaries to conduct their respective businesses
     following  the  Closing.   Except for Robert  Carland,  Alan  MacPhee,  and
     William Rivers, to Seller's knowledge, no officer or key employee of any of
     the  Subsidiaries has made an express indication that he or she intends  to
     terminate   employment  with  such  Subsidiary;  provided,  however,   that
     knowledge  of  Seller shall not include for purposes of this  sentence  the
     knowledge of any officer, employee or agent of any Subsidiary of his or her
     own  intention to terminate his or her employment with any Subsidiary which
     has  not  been  communicated to any other knowledge  party  of  Seller  (as
     defined in Section 4.40).

           (c)   Except as disclosed on Schedule 4.18, there has not been, there
     is  not  presently  pending  or existing, and,  to  the  best  of  Seller's
     knowledge,  there  is  not threatened, (A) any material  strike,  slowdown,
     picketing,  work stoppage or employee grievance process; (B)  any  material
     charge, grievance proceeding or other claim against or affecting any of the
     Subsidiaries  relating to the alleged violation of any  law  pertaining  to
     labor relations or employment matters,



<PAGE>          45

     including  any charge or complaint filed by an employee or union  with  the
     National Labor Relations Board, the Equal Employment Opportunity Commission
     or  any  comparable  governmental authority, (C) any  union  organizational
     activity or other labor or employment dispute against or affecting  any  of
     the  Subsidiaries or (D) any application for certification of a  collective
     bargaining  agent.   To  Seller's  knowledge,  no  event  has  occurred  or
     circumstances  exist that is reasonably expected to provide the  basis  for
     any  work  stoppage  or  other labor dispute with respect  to  any  of  the
     Subsidiaries.   There  is  no  lockout of  any  employees  of  any  of  the
     Subsidiaries and no such action is contemplated by any of the Subsidiaries.

           (d)  Except as disclosed on Schedule 4.18, no employee of any of  the
     Subsidiaries has any claim against such Subsidiary or any other  Subsidiary
     (whether under law, any employment agreement or otherwise) on account of or
     for:   (A)  overtime pay, other than overtime pay for the  current  payroll
     period, (B) wages or salaries, other than wages or salaries for the current
     payroll  period, or (C) vacations, sick leave, time off or pay in  lieu  of
     vacation, sick leave or time off, other than vacation, sick leave  or  time
     off  (or pay in lieu thereof) earned in the twelve month period immediately
     prior to the date of this Agreement.

           (e)  The Subsidiaries have made all required payments to the relevant
     unemployment   compensation   reserve   accounts   with   the   appropriate
     governmental  departments with respect to the employees of the Subsidiaries
     and such accounts have positive balances.

           (f)  Except as disclosed on Schedule 4.18, the employment of each  of
     the  Subsidiaries' respective employees is terminable at will without  cost
     to  the  applicable  Subsidiary (as the case may be)  except  for  payments
     required under the Benefit Plans, the payment of accrued salaries or  wages
     and  vacation pay, and payments required under applicable law.  No employee
     or  former  employee has any right to be rehired by any of the Subsidiaries
     prior  such  Subsidiary's hiring a Person not previously employed  by  such
     Subsidiary.

     4.19  Inventory.  Except as disclosed on Schedule 4.19:  (i) all  inventory
of  the  Subsidiaries which is held for sale or resale, including raw materials,
work  in  process  and finished goods (collectively, "Inventory"),  consists  of
items  of  a  quantity and quality historically useable and/or saleable  in  the
normal course of business, except for items of obsolete and slow-moving material
and  materials which are below standard quality, all of which have been  written
down on the Financial Statements to estimated net realizable value on an item by
item basis; and (ii) with the exception of items of below standard quality which
have been written down to their estimated net realizable value,



<PAGE>          46

the Inventory is free from material defects in materials and/or workmanship. The
product mix of the Inventory and the raw materials and work in process necessary
to convert to finished goods is not materially out of balance in relation to the
Subsidiaries'  customary  experience  and  reasonable  business  judgment.   The
Inventory  is not excessive in kind or amount, or slow moving, in light  of  the
business  of  the Subsidiaries done or expected to be done; (iii) all  Inventory
reflected  in  the Financial Statements and the Interim Financial Statements  is
valued at the lower of cost or net realizable value, with cost determined on  an
average  cost basis.  Schedule 4.19 identifies the locations at which  Inventory
is  maintained  and  the types and approximate quantities  and  grades  of  such
Inventory by location.

     4.20 Employees.  Schedule 4.20 contains a complete and accurate list of the
following  information  for  each employee of each  Subsidiary,  including  each
employee  on  leave of absence or layoff status:  name, job title,  and  current
rate  of compensation.  Schedule 4.20 also contains a complete and accurate list
of  any  retired  employee or director of any Subsidiary, or  their  dependents,
receiving  or  scheduled  to  receive in the  future  any  supplemental  pension
benefits (other than pursuant to the Hecla Salaried Employees' Retirement Plan),
retiree medical insurance coverage, or retiree life insurance coverage, and  the
amounts of such benefits.

     4.21  Major  Customers  and Suppliers.  Schedule 4.21  is  a  complete  and
accurate list of (i) the twenty largest customers of the Subsidiaries (taken  as
a  whole) for the year ended December 31, 1999, in dollar amount of sales by the
Subsidiaries  to such customer (each, a "Significant Customer"),  and  (ii)  the
three  largest  suppliers to the Subsidiaries (taken as a whole)  for  the  year
ended  December  31, 1999, in dollar amount of purchases by the Subsidiaries  of
goods or services (each, a "Significant Supplier").  No Subsidiary is engaged in
any  dispute  with  a  Significant Customer or  Significant  Supplier  which  is
reasonably  likely  to have a Material Adverse Effect, individually  or  in  the
aggregate.   Seller  has  no knowledge that a Significant  Customer  intends  to
terminate its business relationship with any Subsidiary or to limit or alter its
business  relationship with any Subsidiary in any material respect.  Seller  has
no  knowledge  of  any  intention by a Significant  Supplier  to  terminate  its
business  relationship  with any Subsidiary or to limit or  alter  its  business
relationship with any Subsidiary in any material respect.

     4.22 Accounts Receivable.  All accounts receivable of the Subsidiaries that
are  reflected on the Interim Balance Sheet or on the accounting records of  the
Subsidiaries  as  of the Closing Date (collectively, the "Accounts  Receivable")
represent  or will represent valid obligations arising from sales actually  made
or  services  actually  performed in the ordinary course  of  business,  and  to
Seller's  knowledge  none  of  the  Accounts  Receivable  is  subject   to   any
counterclaim or setoff.  Unless paid



<PAGE>          47

prior  to  the Closing Date, the Accounts Receivable are or will be  as  of  the
Closing Date current and collectible, using normal collection practices, net  of
the  respective reserves shown on the Interim Balance Sheet or on the accounting
records  of  the  Subsidiaries  as  of the  Closing  Date  (which  reserves  are
calculated  consistent  with past practice).  Except as set  forth  on  Schedule
4.22,  none of the Subsidiaries has any outstanding sales on consignment,  sales
on approval, sales on return or guaranteed sales.

     4.23  Finder's  Fee.   Except for fees that may be payable  to  Warrior,  a
division  of  Standard  Bank  London Limited, neither  Seller  nor  any  of  the
Subsidiaries has incurred any obligation for any finder's, broker's  or  agent's
fee in connection with the transactions contemplated hereby.

     4.24  Title  to  Assets.   Except  as  set  forth  on  Schedule  4.24,  the
Subsidiaries  have  good and valid title to their respective  assets,  free  and
clear of any liens, claims, encumbrances and security interests, except for  the
following liens ("Permitted Liens"):  (i) statutory liens for Taxes not yet due,
(ii) liens of carriers, warehousemen, mechanics and materialmen incurred in  the
ordinary  course  of  business for sums not yet due;  (iii)  liens  incurred  or
deposits  made  in the ordinary course of business in connection  with  workers'
compensation,  unemployment insurance and other types of  social  security;  and
(iv) claims or liens arising from or through Purchaser or Parent or by reason of
this  Agreement.  Except as set forth in Schedule 4.24, no unreleased  mortgage,
trust  deed, chattel mortgage, security agreement, financing statement or  other
instrument  encumbering  any  of the Subsidiaries' respective  assets  has  been
recorded, filed, executed or delivered.  This Section 4.24 shall not apply  with
respect  to  title to the Real Estate (which is governed exclusively by  Section
4.12)  or  the Intellectual Property (which is governed exclusively  by  Section
4.14).

     4.25 Accounts.  Schedule 4.25 contains a list showing:

           (a)   the  name of each bank, safe deposit company or other financial
     institution  in which any of the Subsidiaries has an account, lock  box  or
     safe deposit box;

           (b)   the names of all Persons authorized to draw thereon or to  have
     access  thereto  and the names of all Persons, if any,  holding  powers  of
     attorney relating thereto from any of the Subsidiaries; and

           (c) all instruments or agreements to which any of the Subsidiaries is
     a party as an endorser, surety or guarantor, other than checks endorsed for
     collection or deposit in the ordinary course of business.






<PAGE>          48

     4.26   Related  Parties.   Schedule  4.26  describes  each:   (i)  business
relationship  (excluding employee compensation and other ordinary  incidents  of
employment)  between (x) any of the Subsidiaries, and (y) Seller or any  present
or post-December 31, 1997 officer, director, or Affiliate of Seller, any present
or  post-December 31, 1997 known spouse, ancestor or descendant of  any  of  the
aforementioned  Persons  or  any known trust or other  similar  entity  for  the
benefit  of  any of the foregoing Persons or any Affiliate of any  such  Persons
(all  such  Persons  and trusts encompassed by this clause (y)  being  sometimes
collectively referred to herein as the "Related Parties" and individually  as  a
"Related  Party"), provided, however, that for purposes of Seller's  disclosures
with  respect to the representations and warranties in this Article 4,  none  of
the Subsidiaries shall be deemed to be a Related Party with respect to any other
Subsidiary;  (ii) transaction occurring since December 31, 1997 between  any  of
the  Subsidiaries and any Related Party; and (iii) amount owing by or to any  of
the  Related  Parties  (other than pursuant to Section 1.4 of  this  Agreement),
respectively,  to  or  from any of the Subsidiaries  as  of  the  date  of  this
Agreement.   No  property  or  interest  in  any  property  (including,  without
limitation, designs and drawings concerning products or machinery) which relates
to  and  is  or  will  be necessary or useful in the present  operation  of  the
Subsidiaries' respective businesses, is presently owned by or leased or licensed
by or to any Related Party.

     Neither  Seller  nor to Seller's knowledge any Affiliate has  an  interest,
directly  or  indirectly, in any business, corporate or otherwise, which  is  in
competition with the Subsidiaries' respective businesses, except for  ownership,
in  the aggregate, of not more than five percent (5%) of any class of securities
of  a  publicly traded entity with respect to which neither Seller nor any  such
Affiliate  participates in any way in the management, operation  or  control  of
such entity.

     4.27 [deleted intentionally]

     4.28  Charitable Commitments.  None of the Subsidiaries has any unsatisfied
community  or  charitable  pledges, contributions or commitments  in  excess  of
$25,000 in the aggregate.

     4.29  Defective  Pricing.   None  of the Subsidiaries  is  subject  to  any
liability, or claim therefor, for or with respect to price adjustment under  any
contract with the U.S. Government or any agency thereof, including any liability
for defective pricing.

     4.30  Insurance.   Schedule  4.30 contains a  true  and  correct  list  and
description  (including  policy owners, coverages,  deductibles  and  expiration
dates)  of all insurance policies which are owned by any of the Subsidiaries  or
which  name  any  of  the Subsidiaries as an insured (or loss payee),  including
without limitation those which pertain to the Subsidiaries' respective



<PAGE>          49

assets, employees or operations.  All such insurance policies are in full  force
and effect and neither Seller nor any of the Subsidiaries has received notice of
cancellation  of  any  such insurance policies.  In the three  (3)  year  period
ending  on  the  date  hereof, neither Seller nor any of  the  Subsidiaries  has
received  any  written  notice  from, or on behalf  of,  any  insurance  carrier
relating  to or involving an increase in insurance rates (except to  the  extent
that  insurance risks may be increased for all similarly situated risks) or non-
renewal  of a policy, or requiring or suggesting material alteration of  any  of
the  Subsidiaries'  respective  assets, purchase  of  additional  equipment,  or
material  modification of any of the Subsidiaries' respective methods  of  doing
business.

     4.31  Product Warranty Liabilities.  None of the Subsidiaries has made  any
oral or written warranties with respect to the quality or absence of defects  of
its  products or services which  they respectively have sold or performed  which
are  in  force  as  of  the date hereof, except for those warranties  which  are
described in Schedule 4.31.  Except as disclosed in Schedule 4.31, there are  no
material claims pending or, to Seller's knowledge, threatened against any of the
Subsidiaries  with  respect  to the quality of or absence  of  defects  in  such
products or services.  Schedule 4.31 sets forth a summary, which is accurate  in
all  material respects, of all returns of defective products during  the  period
beginning  January 1, 1997 and ending on the date hereof, and  all  credits  and
allowances  for  defective products given to customers during said  period,  and
said summary in each case accurately describes the defect which resulted in  the
return, allowance or credit.  Seller has no any knowledge that the percentage of
products  sold  and  services  performed by any of the  Subsidiaries  for  which
warranties  are  presently in effect and for which warranty adjustments  can  be
expected during unexpired warranty periods which extend beyond the Closing  Date
will  be  higher  than the percentage of such products and  services  which  the
Subsidiaries  have sold and performed for which warranty adjustments  have  been
required  in  the  past.   Except as disclosed in Schedule  4.31,  none  of  the
Subsidiaries   has  paid  or  been  required  to  pay  direct,  incidental,   or
consequential damages to any Person in connection with any of such  products  or
services at any time during the six (6) year period preceding the date hereof.

     4.32  Equipment.   The furniture, fixtures, vehicles, machinery,  shelving,
racks, equipment, tools, dies, molds, jigs, fixtures and other tangible personal
property  (other than Inventory) owned or leased by any of the Subsidiaries  and
used  in their respective operations (collectively, the "Equipment") constitutes
all  tangible personal property reasonably necessary in the ordinary  course  of
business in order for the Subsidiaries to conduct their respective businesses as
they  have  been conducted in the past.  All Equipment is in operating condition
and functional repair (ordinary wear and tear excepted).  Schedule 4.32 contains
a complete list of all leased Equipment



<PAGE>          50

with  a  cost  in  excess of $10,000 per year.  The Addendum  to  Schedule  4.32
contains  a list of certain equipment and other assets that is either  owned  by
Southeastern Land Resources, Inc. or was transferred by K-T Clay to  Seller  for
nominal  consideration  (the "Excluded Assets"), it being  understood  that  the
Excluded  Assets  shall  be  removed  from the  Leased  Premises  in  Nashville,
Tennessee or such other locations as set forth in the Addendum to Schedule  4.32
on  or about the Closing Date (but in no event later than 60 days following  the
Closing Date).

     4.33  Y2K.   To  the Seller's knowledge, all of the computer  hardware  and
Software  used by the Subsidiaries in the conduct of their respective businesses
(including   those   related   to   their  respective   facilities,   equipment,
manufacturing processes, quality control activities, accounting and bookkeeping,
records  and  record  keeping activities) are Year  2000  Compliant  (as  herein
defined).  "Year 2000 Compliant" means the ability of the hardware and  Software
systems  to  be  able  to  accurately process  date  and  time  data  (including
calculating,  comparing, and sequencing) from, into, and between  the  twentieth
and  twenty-first  centuries,  and  the  years  1999  and  2000  and  leap  year
calculations.

     4.34   Commercial  Bribery.   To  the  Seller's  knowledge,  none  of   the
Subsidiaries, nor any of their respective former or current officers, directors,
employees,  agents  or representatives has made, directly  or  indirectly,  with
respect  to  any of the Subsidiaries,  or their respective business  activities,
any   bribes  or  kickbacks,  illegal  political  contributions,  payments  from
corporate funds not recorded on the books and records of any of the Subsidiaries
(as  the  case may be), payments from corporate funds to governmental officials,
in their individual capacities, for the purpose of affecting their action or the
action  of  the  government  they represent, to obtain  favorable  treatment  in
securing  business  or  licenses or to obtain special  concessions,  or  illegal
payments  from  corporate funds to obtain or retain business.  Without  limiting
the  generality  of  the  foregoing, none of the Subsidiaries  has  directly  or
indirectly  made or agreed to make (whether or not said payment is  lawful)  any
payment  to  obtain,  or  with respect to, sales other than  usual  and  regular
compensation  to  its employees and sales representatives with respect  to  such
sales.

     4.35 Actions Regarding Employees.  None of the Subsidiaries nor Seller  has
taken  any actions (other than pre-existing agreements with employees referenced
in  Schedule  4.10 and the negotiation and execution of this Agreement  and  the
consummation  of the transactions contemplated hereby) which were calculated  to
dissuade  any  present  employees, representatives  or  agents  of  any  of  the
Subsidiaries  from  continuing an association with  such  Subsidiary  after  the
Closing, but Seller gives Purchaser no assurance as to the continuation  of  any
such relationship post-Closing.




<PAGE>          51

     4.36  Reclamation Liabilities.  Schedule 4.36 describes all obligations  as
of  December 31, 1999 of any of the Subsidiaries to reclaim any land  heretofore
mined  by any of them or any of their predecessors, Seller's reasonable  opinion
as  to the cost of such reclamation, the basis for calculation of such cost, the
document,  instrument,  law,  rule or regulation  under  which  such  obligation
arises,  and  all  deposits, bonds, letters of credit or other security  devices
outstanding with respect to all such obligations not scheduled in Schedule 4.10.

     4.37   Reserve  Estimates.   Schedule  4.37  lists  certain  estimates   of
geological  ball clay and kaolin reserves of K-T Clay as of December  31,  1999.
Those  estimates were prepared by K-T Clay in good faith in the ordinary  course
of business in accordance with methodologies generally accepted in the ball clay
and  kaolin  mining  industries.   Seller has no  knowledge  that  any  of  such
estimates  is overstated in any material respect, except that such reserves  and
methodologies  may be based on market prices, costs, interest rates,  and  other
factors  known within or applicable to the mining industry which fluctuate  from
time to time and may have been or be affected thereby.

     4.38 Representations Not Misleading.  The representations and warranties of
Seller in this Agreement, and all representations, warranties and statements  of
Seller  or  the Subsidiaries contained in any schedule, financial  statement  or
exhibit, delivered pursuant hereto considered in the aggregate, do not  omit  to
state a material fact necessary in order to make the representations, warranties
or  statements  contained  herein or therein not  misleading  in  light  of  the
circumstances  under  which they were made, provided, however,  it  is  not  the
intention  of the parties that this Section 4.38 obviate the qualifications  and
dollar limitations of the other sections of this Article 4.

     4.39  Copies Accurate.  Seller has delivered or made available to Purchaser
complete and accurate copies of all documents requested by Purchaser pursuant to
this  Agreement, and all documents referred to in any of the Schedules  to  this
Agreement, except as limited or as provided in Section 5.2 of this Agreement.

     4.40  Definition  of Knowledge.  For the purposes of this  Article  4,  the
knowledge  of  Seller  shall be deemed to mean, and be limited  to,  the  actual
knowledge of any of the chief executive officer, chief operating officer,  chief
financial   officer,  general  counsel,  corporate  environmental  manager   and
corporate  safety manager of Seller or any of the Subsidiaries,  and  the  plant
managers of the Plants, in each case after reasonable inquiry.







<PAGE>          52

                                    ARTICLE 5
                 SELLER'S AND PURCHASER'S PRE-CLOSING COVENANTS

     The Seller and Purchaser agree that on or prior to Closing:

     5.1  Business Operations.

           (a)   From the date of this Agreement until the Closing Date,  Seller
     shall cause each of the Subsidiaries to conduct their business only in  the
     ordinary  course  of  business consistent with past and current  practices,
     except  that Subsidiaries may take all other action necessary or  advisable
     pursuant  to  the  terms  of  this  Agreement.   Seller  shall  cause   the
     Subsidiaries  to use their commercially reasonable efforts to maintain  and
     preserve the business organization and goodwill of the Subsidiaries intact,
     to  retain  the services of their key officers and employees and to  retain
     their  present  customers and suppliers so that they will be  available  to
     Purchaser after the Closing.

           (b)   Seller  shall cause the Subsidiaries to maintain the  insurance
     policies  required to be listed in Schedule 4.30 in full force and  effect.
     If any of the said policies shall expire, Seller shall cause the applicable
     Subsidiary to use reasonable efforts to renew or replace the same prior  to
     the  expiration  of the expiring policies with policies  from  a  reputable
     insurance  carrier with a "Best's Rating" equal to or better than  that  of
     the  existing carrier, containing insurance coverage in the same or greater
     amount  than  the  existing policies in substantially  the  same  form  and
     substance as the existing policies.

           (c)   Seller  shall  use  its commercially  reasonable  efforts  (and
     Purchaser shall cooperate with Seller) to cause the Subsidiaries to  obtain
     all consents required for the consummation of the transactions contemplated
     hereby  under  or  with respect to, any Contract, Permit  or  Environmental
     Permit  which is required to be scheduled pursuant to Schedules 4.10,  4.13
     and 4.15.

     5.2  Access.

           (a)   From the date of this Agreement until the Closing Date,  Seller
     shall  cause  the  Subsidiaries  to permit  Purchaser  and  its  authorized
     representatives  full  access to, and make available for  inspection,  upon
     prior  24 hour notice and during reasonable business hours (or as otherwise
     agreed  between  the parties), the business of the Subsidiaries,  including
     the  employees,  customers and suppliers of the Subsidiaries,  and  furnish
     Purchaser all documents, records and information relating thereto and  with
     respect   to  the  affairs  of  the  Subsidiaries  as  Purchaser  and   its
     representatives may reasonably request, all for the sole



<PAGE>          53

     purpose  of  permitting Purchaser to become familiar with the business  and
     assets  and liabilities of the Subsidiaries.  The right of access described
     in  the  preceding sentence will include, without limitation, the right  of
     entry on the Properties for the purpose of conducting test drilling of  the
     Subsidiaries' mineral reserves and to conduct a Phase I Environmental  Site
     Assessment   ("ESA")   (each  at  Purchaser's  sole  risk   and   expense).
     Notwithstanding  the  foregoing, Purchaser shall not contact  or  otherwise
     communicate  with  any customer of Seller, a Subsidiary  or  any  of  their
     Affiliates;  provided, however, that Purchaser may contact  or  communicate
     with  such  customers  that are also customers  of  Purchaser  so  long  as
     (i)  Purchaser  does not during such contact or communication  discuss  the
     terms,  conditions, existence or any other aspect of this Agreement or  the
     transactions contemplated thereby, including the impending availability  of
     Seller's  products  or  services, or (ii) a  representative  of  Seller  is
     provided reasonable prior notice of (which notice need not be written)  and
     afforded  a  reasonable  opportunity to  participate  in  such  contact  or
     communication and Purchaser does not discuss the impending availability  of
     combined  feldspar and ball clay or kaolin sales.  Any additional Phase  II
     environmental investigative work shall be performed only upon prior written
     agreement  of the parties.  The Purchaser agrees that it shall conduct  the
     activities  specified  in  this  paragraph  in  a  manner  that  does   not
     unreasonably  interfere with the Subsidiaries' business activities  at  the
     Properties  and  in  a manner that minimizes disturbance  to  the  existing
     condition  of  the  Properties.  Purchaser  agrees  that  it,  its  agents,
     employees,  consultants,  invitees,  or  permittees  will  present   proper
     credentials when seeking access to the Properties and shall comply with all
     applicable  safety and environmental laws and regulations  when  performing
     the  activities  contemplated herein.  Following the  activities  specified
     herein,  Purchaser shall restore the Properties to their original condition
     and  shall remove all equipment, tools or other property brought  onto  the
     Properties.  Any unreasonable disturbance to the Properties as a result  of
     the  work  contemplated herein will be promptly corrected by the  Purchaser
     and/or its agents, employees, consultants, invitees, or permittees.   Prior
     to Closing, Purchaser, and/or its agents, employees, consultants, invitees,
     or  permittees, shall not disclose, and shall maintain as confidential, all
     information  obtained as a result of the work contemplated herein  and  the
     results   of   the  Phase  I  ESA  or  additional  Phase  II  environmental
     investigation to any other person or entity, including, without limitation,
     any  federal,  state,  or local governmental agencies,  without  the  prior
     written consent of Seller, and during the period from the Closing until the
     fifth  anniversary  of  the  Closing Date,  Purchaser  and/or  its  agents,
     employees,  consultants,  invitees,  or  permittees  shall  not  make  such
     disclosures without providing Seller 15 days' prior written notice.




<PAGE>          54

           (b)   Notwithstanding the foregoing, the Seller shall not be required
     to  provide any information which it reasonably believes it may not provide
     to  Purchaser  by  reason of applicable law, rules  or  regulations,  which
     constitutes  information protected by attorney/client privilege,  or  which
     the  Seller or any Affiliate is required to keep confidential by reason  of
     contract, agreement or understanding with third parties.  The parties agree
     and  acknowledge that the information not disclosed may include  contracts,
     documents,  and  information, or portions thereof, which are  competitively
     sensitive  concerning the Seller's feldspar reserves, customers,  business,
     or  operations.  At Purchaser's request, however, Seller will disclose  the
     general  nature of such documents and the identities of the  other  parties
     thereto  to Purchaser and, if requested by Purchaser, will use commercially
     reasonable  efforts to obtain consents to confidential  disclosure  of  the
     contents  thereof  to  Purchaser from the applicable  contracting  parties,
     except  that  Seller  shall not supply any information or  make  reasonable
     efforts  to  obtain  consents  under this  sentence  with  respect  to  any
     information   relating  to  Feldspar  (as  herein  defined)  or   similarly
     competitively sensitive subjects.

           (c)   Seller and Purchaser acknowledge that they are competitors with
     respect  to certain lines of business.  In order to prevent the  misuse  of
     competitively sensitive information relating to such lines of business,  as
     promptly  as possible following the date hereof the parties shall establish
     an appropriate protocol which shall remain in place until the expiration of
     the  applicable  waiting  periods under the HSR  Act  (as  defined  herein)
     pursuant  to  which  each  party  may  disclose  to  a  limited  number  of
     representatives  of  the  other  party confidential  information  which  is
     competitively sensitive in nature with respect to such lines  of  business,
     for  the  purpose  of preparing filings required under  the  HSR  Act,  and
     otherwise  consistent  with the advice of the parties'  respective  outside
     antitrust  counsel.   In  addition,  as  the  parties  deem  advisable  and
     necessary with respect to their respective competitively sensitive  written
     materials,  each  party,  acting  reasonably,  may  designate  any  of  its
     competitively  sensitive  written materials  to  be  provided  to  "outside
     counsel only."  Materials of the type referred to in the preceding sentence
     and  the  information contained therein shall be given only to the  outside
     legal  counsel of the respective parties and will not be disclosed by  such
     outside counsel to employees, officers or directors of the recipient unless
     express permission is obtained in advance from the disclosing party or  its
     legal counsel.

     5.3   Material  Change.  Except as set forth in Schedule 5.3,  without  the
prior  written consent of Purchaser, and without limiting the generality of  any
other  provision of this Agreement, from the date hereof until the Closing Date,
Seller shall cause the Subsidiaries not to:


<PAGE>          55

                (1)    amend  the  Subsidiaries'  respective  Certificates   of
     Incorporation or bylaws (or comparable documents);

                (2)   make  any  change in any Subsidiary's  authorized  capital
     stock, or issue any shares of stock or other equity securities of any class
     or issue or become a party to any subscriptions, warrants, rights, options,
     convertible securities or other agreements or commitments of any  character
     relating to the issued or unissued capital stock or other equity securities
     of any Subsidiary, or grant any stock appreciation or similar rights;

                (3) make any payment or distributions to its employees, officers
     or   directors  except  such  amounts  as  constitute  currently  effective
     compensation for services rendered or reimbursement for reasonable ordinary
     and necessary out-of-pocket business expenses;

                (4)   hire  any  new employee who shall have, or  terminate  the
     employment of any employee who has, an annual salary in excess of $50,000;

                (5)   incur or commit to incur any capital expenditures not  set
     forth  in  Schedule  4.9 in excess of $50,000 in the aggregate  other  than
     repairing  and  maintenance in the ordinary course of  business  consistent
     with past practice;

                (6)   do  any act or omit to do any act, or permit  any  act  or
     omission to occur, which will cause a breach by any of the Subsidiaries  of
     any of the Contracts;

                (7)   institute or amend any employee benefit program or  fringe
     benefit program with respect to the employees of any of the Subsidiaries;

                (8)   enter into or modify any written employment agreement with
     any Person;

                (9)   prepay  any  of  its material obligations  except  in  the
     ordinary course of business consistent with past practice;

                (10) incur, assume or guarantee any indebtedness;

                (11)  directly or indirectly, enter into or assume any  Contract
     other  than  in  the  ordinary course of business in accordance  with  past
     practices;

               (12) increase the compensation payable to any employee, except in
     the  ordinary course of business consistent with past practices, and except
     as required pursuant to collective bargaining agreements;




<PAGE>          56

                (13) pay or incur any management or consulting fee;

                (14)  sell,  transfer  or  otherwise dispose  of  any  asset  or
     property, except for sales of Inventory in the usual and ordinary course of
     business and except for application of cash in payment of the Subsidiaries'
     respective liabilities in the usual and ordinary course of business;

                (15) amend, terminate or give notice of termination with respect
     to  any  existing Contract to which any of the Subsidiaries is a party,  or
     waive any of the Subsidiaries' respective material rights other than in the
     ordinary course of business consistent with past practice;

               (16) pay, declare, accrue or set aside any dividends or any other
     distributions  (except  pursuant to Section  1.4  of  this  Agreement),  or
     purchase, exchange or redeem any of its securities of any class;

                (17)  except  as expressly permitted hereunder, enter  into  any
     transaction  (including, without limitation, the purchase, sale,  lease  or
     exchange of any property or rendering of services), directly or indirectly,
     with,  or make any payment to, or incur any liability to, any Affiliate  or
     Related Party; or

                (18) make any election with respect to Taxes.

     5.4  Governmental Approvals.

           As  promptly as practicable following the execution and  delivery  of
this  Agreement  but in any event within five (5) business days after  the  date
hereof,  the Seller and the Purchaser shall make all filings and submissions  as
may  be  reasonably required under the Hart-Scott-Rodino Antitrust  Improvements
Act of 1976, as amended (the "HSR Act"), the Exon-Florio Act ("Exon-Florio") and
under  other  applicable laws (including, but not limited to, the  antitrust  or
business  combination notification or similar provisions of Mexico and  Brazil),
to  obtain such governmental approvals or endure such waiting periods as may  be
required  in  connection  with this Agreement and the transactions  contemplated
hereby,  and  Purchaser shall use its best efforts to obtain such  approvals  as
promptly  as practicable following the execution and delivery of this Agreement.
Each  such  party  shall furnish to each other party upon its request  all  such
information  and  assistance  as  such other party  may  reasonably  request  in
connection with such filings or submissions.  Each such party shall also provide
to   the  other  parties  hereto  copies  of  all  correspondence,  filings   or
communications (or memoranda setting forth the substance thereof)  between  such
party  or  any  of  its representatives, on the one hand, and  any  governmental
authority, on the other, with respect



<PAGE>          57

to this Agreement and the transactions contemplated hereby.  The filing fees for
any  filings  required pursuant to the HSR Act shall be shared  equally  between
Purchaser  and Seller.  Purchaser shall be responsible for all filing  fees,  if
any, required with respect to Exon-Florio.

     5.5   Exclusivity.  From the date hereof until the Closing  or  until  this
Agreement  is  terminated or abandoned as provided in Section 12.1,  the  Seller
shall not, directly or indirectly solicit or initiate discussions concerning, or
enter  into  negotiations with, or furnish any information that is not  publicly
available to, any Person or group concerning, any proposal for a merger, sale of
assets,  sale  of  shares of stock or securities or other takeover  or  business
combination transaction involving any of the Subsidiaries (other than as may  be
required  by  law  with  respect to a transaction involving  the  Seller  as  an
entirety),  and  the  Seller  will instruct its and each  of  the  Subsidiaries'
respective  officers,  directors,  advisors  and  other  financial   and   legal
representatives and consultants not to take any action contrary to the foregoing
provision of this sentence.

     5.6  K-T Clay/Feldspar 401(k) and Benefit Plans.

           (a)   Seller  shall  cause  the assets  and  liabilities  of  the  KT
     Clay/Feldspar 401(k) Plan ("KT 401(k) Plan") attributable to  the  accounts
     of  the  current and former employees of K-T Feldspar Corporation, a  North
     Carolina corporation ("Feldspar") (excluding any assets attributable to the
     accounts of former employees of Feldspar who are currently employed by  K-T
     Clay)  to  a  separate plan sponsored and administered  by  Feldspar.   The
     assets so transferred shall include the assets attributable to any suspense
     account maintained with respect to a former employee of Feldspar which  has
     not  been  forfeited pursuant to the terms of the K-T 401(k) Plan.   Seller
     shall  cause  the  KT  401(k)  Plan to retain the  assets  and  liabilities
     attributable to the accounts of current and former employees  of  K-T  Clay
     (excluding any assets attributable to the accounts of the former  employees
     of  K-T  Clay  who are currently employed by Feldspar).  The  assets  which
     remain  in the KT 401(k) Plan shall include all assets attributable to  any
     suspense account maintained with respect to a former employer of K-T  Clay.
     Seller  shall  cause  K-T  Clay and Feldspar to take  any  and  all  action
     necessary to comply with all applicable laws and the terms of the KT 401(k)
     Plan  relating to the transfer of assets contemplated by this Section  5.6,
     including,  but  not limited to, the timely filing of  Forms  5310  to  the
     extent  required  by  law, by K-T Clay and Feldspar  with  respect  to  the
     transfer contemplated by this Section 5.6.

           (b) Seller shall cause the Benefit Plans of K-T Clay to be revised to
     exclude the employees and former employees of Feldspar from coverage  under
     the Benefit Plans and shall



<PAGE>          58

     cause any insurance policy providing benefits under any Benefit Plan to  be
     revised similarly to exclude the employees and former employees of Feldspar
     from coverage, effective no later than the Closing Date.

     5.7  Purchaser's Obligations.  Purchaser agrees to continue to be bound  by
that  certain Confidentiality Agreement dated as of July 28, 2000 between Parent
and Seller (the "Confidentiality Agreement").

     5.8   Joint  Obligations.  The following shall apply with  equal  force  to
Seller, on the one hand, and Purchaser, on the other hand:

           (a)  Each of the parties hereto shall use its commercially reasonable
     best efforts to take, or cause to be taken, all actions and to do, or cause
     to  be  done,  all things necessary, proper or advisable to consummate  the
     transaction contemplated hereby as soon as practicable.

           (b)   Each  party shall cooperate in obtaining such audited financial
     statements  of  the  Subsidiaries for the years  1998,  1999  and  2000  as
     Purchaser  may  reasonably  deem necessary to comply  with  regulatory  and
     financing requirements applicable to Purchaser, at Purchaser's expense.

           (c)  Each party shall promptly give the other party written notice of
     the  existence  or  occurrence  of  any  condition  which  would  make  any
     representation or warranty herein contained of either party untrue or which
     is  reasonably  expected to prevent the consummation  of  the  transactions
     contemplated hereby.  In the event that (v) Purchaser shall become aware of
     any facts or circumstances which would make any of Seller's representations
     and  warranties  contained in Article 4 untrue in a material  respect,  (w)
     Seller  shall not have given written notice of the existence of such  facts
     to Purchaser in accordance with the preceding sentence, (x) Purchaser shall
     not  have  given written notice of its knowledge of the existence  of  such
     facts  to  Seller in accordance with the preceding sentence,  and  (y)  the
     Closing  shall  occur, Purchaser shall not be entitled  to  indemnification
     under  Article  11 with respect to the untruth of such representations  and
     warranties.

          (d)  No party shall intentionally perform any act which, if performed,
     or omit to perform any act which, if omitted to be performed, would prevent
     or  excuse the performance of this Agreement by any party hereto  or  which
     would  result  in any representation or warranty herein contained  of  said
     party being untrue in any material respect as if originally made on and  as
     of the Closing Date.





<PAGE>          59

     5.9  Deliveries of Information; Consultations.  From time to time prior  to
the Closing Date:

           (a)   Seller  shall furnish promptly to Purchaser: (i)  all  separate
     monthly  financial  statements  of the Subsidiaries  (as  prepared  by  the
     Subsidiaries  in  accordance  with  their  normal  accounting   procedures)
     promptly after such financial statements are available; and (ii) all  other
     material information concerning the operations, properties and personnel of
     the Subsidiaries as Purchaser may reasonably request.

          (b)  Seller shall confer and consult with representatives of Purchaser
     on  a  regular and frequent basis to report on operational matters  of  the
     Subsidiaries, provided such conferences and consultations do not materially
     interfere with the operation of the Subsidiaries.

           (c)   Seller  shall  notify  Purchaser  immediately:   (i)  of   any
     Acquisition  Proposal (as herein defined); (ii) of any inquiry received  by
     Seller  or  any of its Affiliates from any Person concerning an Acquisition
     Proposal; (iii) of any request from any Person for confidential information
     concerning  any of the Subsidiaries, or both; and (iv) if any Person  seeks
     to  initiate or continue any discussions or negotiations with Seller or any
     of its Affiliates concerning a Competing Transaction (as herein defined) or
     an  Acquisition  Proposal.   For  the  purposes  of  this  Agreement,  (x),
     "Acquisition  Proposal" shall mean any inquiry, proposal or offer  relating
     to  a Competing Transaction, and (y) "Competing Transaction" shall mean any
     or  all  of the following, other than the transactions contemplated hereby:
     (i)  a  sale, transfer or other disposition of all or substantially all  of
     the  assets of any of the Subsidiaries in a single transaction or a  series
     of  related transactions;  (ii) a sale, transfer or assignment of more than
     50%  of  the outstanding shares of capital stock of any of the Subsidiaries
     (including  by  means  of a merger); or (iii) a public  announcement  of  a
     proposal, plan, intention or agreement to do any of the foregoing.

     5.10  Settlement  of  Intercompany Accounts.   As  used  herein,  the  term
"Intercompany  Accounts"  shall mean those accounts  maintained  by  Seller  and
Seller's  Affiliates, on the one hand, and the Subsidiaries, on the other  hand,
in accordance with their customary practices in the ordinary course of business,
in  which there are reflected or recorded the amounts owed by Seller or  any  of
its  Affiliates  to  any of the Subsidiaries, or by any of the  Subsidiaries  to
Seller  or  any  of  its Affiliates, attributable to intercompany  transactions,
including  without limitation charges for data processing, payroll and  employee
benefits  services,  corporate  office overhead, legal  and/or  audit  services,
insurance, loans and advances by any of the Subsidiaries to Seller or any of its
Affiliates, and loans and advances by Seller



<PAGE>          60

or  any  of  its Affiliates to any of the Subsidiaries.  Seller shall cause  all
amounts owing from time to time under the Intercompany Accounts (whether  by  or
in  favor of the Subsidiaries) to be paid and settled prior to the Closing  Date
to  the  extent the amounts thereof are reasonably ascertainable,  including  by
means  of  offsets  of  amounts owing by the obligee to the  obligor,  it  being
understood that all loans and advances are to be settled as provided in  Section
1.4.  Any liabilities under the Intercompany Accounts which are not satisfied in
accordance  with the preceding provisions of this Section 5.10 shall be  treated
as  trade  accounts receivable (if owed to the Subsidiaries) or  trade  accounts
payable  (if  owed  by the Subsidiaries) and settled within 30  days  after  the
obligor is invoiced therefor.  The amounts owed as of the Closing Date under the
Intercompany Accounts shall be reflected on the Final Balance Sheet.

                                    ARTICLE 6
                        PURCHASER'S CONDITIONS PRECEDENT

     Except  as  may  be  waived  in writing by Purchaser,  the  obligations  of
Purchaser hereunder are subject to the fulfillment at or prior to the Closing of
each of the following conditions:

     6.1   Representations  and  Warranties.  Each of  the  representations  and
warranties  of Seller contained herein shall have been true and correct  in  all
material  respects  when  made  and (as amended  pursuant  to  the  introductory
provisions  of Article 4) shall be true and correct in all material respects  as
of  the  Closing as if originally made on the Closing Date (other than any  such
representations or warranties given as of a specific date, which shall  be  true
and correct in all material respects as of such date), except as affected by the
transactions contemplated or permitted hereby.

     6.2   Covenants.  Seller shall have performed and complied in all  material
respects  with  all  covenants or conditions required by this  Agreement  to  be
performed  and  complied  with  by it prior to the Closing  (including,  without
limitation,  all obligations which Seller would be required to  perform  at  the
Closing if the transactions contemplated hereby were consummated).

     6.3   No  Injunction.  No court or governmental or regulatory authority  of
competent  jurisdiction shall have entered an order which enjoins  the  carrying
out  of  the transaction contemplated by this Agreement nor shall any bona  fide
third  party not an Affiliate of Purchaser have pending in a court of applicable
jurisdiction, on the basis of a bona fide, non-frivolous claim, a  petition  for
an  order  enjoining the carrying out of the transactions contemplated  by  this
Agreement.






<PAGE>          61

     6.4   No  Material Adverse Change. During the period from the date of  this
Agreement to the Closing Date there shall not have occurred, and there shall not
exist  on  the  Closing Date, any condition or fact which has, or is  reasonably
expected to result in, a Material Adverse Effect.

     6.5   HSR  Act;  Exon-Florio.   The  waiting  period  applicable  to   the
transactions  contemplated hereby under the HSR Act shall have expired  or  been
terminated.   Approval of the transaction contemplated hereby under  Exon-Florio
shall have been obtained.

     6.6   Consents.  All of the consents referred to in Schedule 6.6 shall have
been obtained (without cost to Purchaser or any of the Subsidiaries in excess of
the  normal  and  customary cost associated therewith) or,  to  the  extent  the
Permits  and  Environmental  Permits held  by  any  of  the  Subsidiaries  would
terminate  upon a change of control of any of the Subsidiaries, Purchaser  shall
have  either  obtained licenses and permits on substantially the same  terms  as
such   Permits  and  Environmental  Permits,  or  shall  have  obtained  binding
commitments from the applicable governmental authorities to issue such  licenses
and permits to such Subsidiaries following the Closing.

     6.7  Opinion of Seller's Counsel.  Seller shall have delivered to Purchaser
the  written  opinion of Michael B. White, Esq., in substantially  the  form  of
Exhibit B-1 attached hereto, and the written opinion of Bell, Boyd & Lloyd  LLC,
counsel  to  Seller, in substantially the form of Exhibit B-2  attached  hereto,
each dated as of the Closing Date (it being understood that Purchaser's lenders,
if  any, for the transactions contemplated by this Agreement may rely upon  such
opinions and that each such opinion may rely on the opinion of the other and  on
the opinions of local counsels as to certain matters).

     6.8  [Deleted intentionally.]

     6.9   Certain Audited Financials.  Except for certain accruals,  notes  and
other aspects occasioned by applying generally accepted auditing standards to  a
lesser,  stand-alone entity (the Subsidiaries), the audited financial statements
for  the  years  ended December 31, 1999 and December 31, 1998  to  be  prepared
pursuant   to   Section  5.8(b)  of  this  Agreement  (the  "Audited   Financial
Statements")  shall  be the same in all material respects as  the  corresponding
Financial  Statements, and the Audited Financial Statements shall be accompanied
by  an  opinion of PriceWaterhouseCoopers LLP, Seller's auditors ("PWC") subject
only to standard exceptions and qualifications (including, without limitation, a
qualification  as  to the absence of federal tax accruals);  provided,  however,
that  any differences between the Audited Financial Statements and the Financial
Statements  or any exceptions or qualifications cited in the accompanying  audit
opinion  the  effects of each of which would be reflected in the  Final  Balance
Sheet but would not affect the



<PAGE>          62

statements  of  income  included in the Audited Financial  Statements  shall  be
excluded  in  determining  whether the condition precedent  set  forth  in  this
Section 6.9 has been satisfied.

     6.10  2000  Audit.  If required for Purchaser's financing or for regulatory
purposes,  PWC  shall  have delivered to Purchaser an audited  combined  balance
sheet  of  the  Subsidiaries  as  of December  31,  2000  and  audited  combined
statements  of income, retained earnings and cash flows of the Subsidiaries  for
the year then ended (the "2000 Audit").

                                    ARTICLE 7
                          SELLER'S CONDITIONS PRECEDENT

     Except as may be waived in writing by Seller, the obligations of the Seller
hereunder are subject to fulfillment at or prior to the Closing of each  of  the
following conditions:

     7.1   Representations  and  Warranties.  Each of  the  representations  and
warranties of Purchaser contained herein shall have been true and correct in all
material  respects  when  made and shall be true and  correct  in  all  material
respects as of the Closing as if originally made as of the Closing Date,  except
as affected by the transactions contemplated or permitted hereby.

     7.2   Covenants.   Purchaser  shall have  performed  and  complied  in  all
material respects with all covenants or conditions required by this Agreement to
be  performed  and complied with by it prior to the Closing (including,  without
limitation, all obligations which Purchaser would be required to perform at  the
Closing if the transactions contemplated hereby were consummated).

     7.3   No  Injunction.  No court or governmental or regulatory authority  of
competent  jurisdiction shall have entered an order which enjoins  the  carrying
out  of the transactions contemplated by this Agreement nor shall any bona  fide
third  party not an Affiliate of any of the Subsidiaries have pending in a court
of applicable jurisdiction, on the basis of a bona fide, non-frivolous claim,  a
petition   for   an  order  enjoining  the  carrying  out  of  the  transactions
contemplated by this Agreement.

     7.4    HSR  Act;  Exon-Florio.   The  waiting  period  applicable  to   the
transactions  contemplated hereby under the HSR Act shall have expired  or  been
terminated.   Approval of the transaction contemplated hereby under  Exon-Florio
shall have been obtained.

     7.5   Opinion  of Purchaser's Counsel.  Purchaser shall have  delivered  to
Seller  the  written  opinion of Altheimer & Gray,  counsel  for  Purchaser  and
Parent,  dated as of the Closing Date, in substantially the form  of  Exhibit  C
attached hereto (it being understood that (x) as to matters relating to Canadian
law,




<PAGE>          63

Altheimer  &  Gray  may  rely on the opinion of Parent's Canadian  counsel,  and
(y)  Purchaser's  lenders,  if any, for the transactions  contemplated  by  this
Agreement may rely upon such opinions).

                                    ARTICLE 8
                                CLOSING DOCUMENTS

     8.1   Form  of  Documents.  At the Closing, the parties shall  deliver  the
documents,  and shall perform the acts, which are set forth in this  Article  8.
All  documents  which  Seller  shall deliver shall  be  in  form  and  substance
reasonably  satisfactory to Purchaser and Purchaser's  counsel.   All  documents
which  Purchaser  shall  deliver  shall be  in  form  and  substance  reasonably
satisfactory to Seller and Seller's counsel.

     8.2   Purchaser's Deliveries.  Subject to the fulfillment or written waiver
of the conditions set forth in Article 6, Purchaser shall execute and/or deliver
to Seller all of the following:

           (a) the Purchase Price, minus the Execution Payment (to the extent it
     is  released by Escrowee to Seller), plus or minus (as the case may be) the
     Estimated Purchase Price Adjustment;

           (b)   a  certified  copy of Purchaser's and Parent's  Certificate  of
     Incorporation and by-laws;

           (c)   a certificate of good standing of Purchaser, issued not earlier
     than  ten (10) days prior to the Closing Date by the Secretary of State  of
     Delaware.

           (d)  an incumbency and specimen signature certificate with respect to
     the  officers  of  Purchaser and Parent executing this Agreement,  and  any
     other document delivered hereunder, on behalf of Purchaser or Parent;

           (e) a certified copy of resolutions of Purchaser's and Parent's board
     of  directors, authorizing the execution, delivery and performance of  this
     Agreement,  and  any  other  document delivered  by  Purchaser  and  Parent
     hereunder;

           (f)  a closing certificate executed by the President of Purchaser (or
     any other officer of Purchaser specifically authorized to do so), on behalf
     of Purchaser, pursuant to which Purchaser represents and warrants to Seller
     that  Purchaser's  representations and warranties to Seller  are  true  and
     correct as of the Closing Date as if then originally made (or, if any  such
     representation or warranty is untrue in any respect, specifying the respect
     in  which  the  same is untrue), that all covenants required by  the  terms
     hereof to be performed by Purchaser on or before the



<PAGE>          64

     Closing  Date, to the extent not waived by Seller in writing, have been  so
     performed  (or, if any such covenant has not been so performed,  indicating
     that  such covenant has not been performed), and that all documents  to  be
     executed  and delivered by Purchaser at the Closing have been  executed  by
     duly authorized officers of Purchaser;

           (g)  a closing certificate of Parent that the guaranty of Parent  and
     all  other documents to be executed and delivered by Parent at the  Closing
     have been executed by duly authorized officers of Parent; and

           (h)  without limitation by the specific enumeration of the foregoing,
     all  other  documents  reasonably required from  Purchaser  and  Parent  to
     consummate the transaction contemplated hereby.

     8.3  Seller's Deliveries.  Subject to the fulfillment or written waiver  of
the  conditions  set  forth in Article 7, Seller shall  execute  or  deliver  to
Purchaser all of the following:

           (a) a certified copy of the Certificate of Incorporation and by-laws,
     or comparable documents, with respect to each of the Subsidiaries;

           (b) certificates of good standing of K-T Clay issued not earlier than
     ten  (10)  days prior to the Closing Date by the Secretaries  of  State  of
     Delaware, Kentucky, Tennessee, Mississippi, South Carolina and Georgia;

           (c)  to the extent documents of such type are reasonably available, a
     notary  public  certificate of good standing of  K-T  Mexico  and  Recursos
     issued  not  earlier  than thirty (30) days prior to the  Closing  Date  by
     Mexican authorities;

           (d)   to  the extent documents of such type are reasonably available,
     notary  public  certificates of good standing of Hecla Brazil,  Duque,  and
     Mineracao  Brazil  issued not earlier than thirty (30) days  prior  to  the
     Closing Date by Brazilian authorities;

           (e)  an incumbency and specimen signature certificate with respect to
     the  officers  of  K-T Clay executing any document delivered  by  K-T  Clay
     hereunder  or  in connection with the transaction contemplated  hereby,  on
     behalf of K-T Clay;

           (f)  an incumbency and specimen signature certificate with respect to
     the  officers of Seller executing this Agreement or any document  delivered
     by  Seller  hereunder  or  in connection with the transaction  contemplated
     hereby, on behalf of Seller;




<PAGE>          65

           (g)   certificates representing all Stock, duly endorsed in blank  or
     with duly executed stock powers attached, and certificates representing the
     shares  or quotas (as the case may be) of the Subsidiaries which are  owned
     by  the  Incidental Owners, endorsed in favor of such Persons as  Purchaser
     shall specify by written notice delivered to Seller prior to the Closing;

           (h)  a closing certificate duly executed by Seller, pursuant to which
     Seller  represents and warrants to Purchaser that Seller's  representations
     and warranties to Purchaser are true and correct (as updated by the updated
     Schedules as permitted by the introductory provisions of Article 4)  as  of
     the  Closing Date as if then originally made (or if any such representation
     or  warranty is untrue in any respect, specifying the respect in which  the
     same  is  untrue), that all covenants required by the terms  hereof  to  be
     performed by Seller on or before the Closing Date, to the extent not waived
     by  Purchaser  in writing, have been so performed (or if any such  covenant
     has  not  been  so performed, indicating that such covenant  has  not  been
     performed), and that all documents to be executed and delivered  by  Seller
     at the Closing have been executed by duly authorized officers of Seller;

           (i)   the written resignations, effective as of the Closing Date,  of
     such of the directors and officers of the Subsidiaries as are designated by
     Purchaser no later than ten (10) days prior thereto;

           (j)   physical possession of all records, tangible assets,  licenses,
     policies,  Contracts, plans or other instruments owned by or pertaining  to
     the  Subsidiaries which are in the possession of Seller it being understood
     that presence at the Real Estate or Leased Premises of such materials shall
     be deemed to constitute delivery hereunder;

           (k)  all consents obtained pursuant to Section 5.1(c);

           (l)   the  minute books, stock records and other corporate governance
     books and records of the Subsidiaries, it being understood that presence at
     the  Real  Estate or Leased Premises of such materials shall be  deemed  to
     constitute delivery hereunder;

           (m)   UCC-1, UCC-2, Federal and State tax lien, bankruptcy and  seven
     (7)  year  judgment searches with respect to K-T Clay, for  the  States  of
     Kentucky,  Tennessee,  South Carolina, Mississippi  and  Georgia,  and  the
     counties  thereof  in  which  a portion of the  business  of  K-T  Clay  is
     conducted, and patent, trademark and copyright searches with respect to K-T
     Clay,  and comparable Mexican searches with respect to K-T Mexico  (to  the
     extent documents of such type are





<PAGE>          66

     reasonably   available)  all  prepared  by  search   companies   reasonably
     satisfactory  to  Purchaser, and dated not earlier than fifteen  (15)  days
     prior to the Closing Date;

           (n)   owner's  title insurance policies (ALTA Owner's Policy  Form  B
     (rev. 1992)) with respect to the Properties identified on Schedule 4.12(b),
     insuring  K-T  Clay  and issued as of the Closing Date by  title  insurance
     companies   reasonably  satisfactory  to  Purchaser,  in  the  amounts   of
     $5,000,000  with  respect to the Properties located in Kentucky,  Tennessee
     and  Mississippi and $5,000,000 with respect to the Properties  located  in
     South  Carolina and Georgia, showing fee simple title thereto to be  vested
     in  K-T  Clay,  subject in each case only to Permitted Encumbrances  (other
     than  fixture  filings  in  favor of Standard Bank  London  Limited),  with
     extended   coverage  over  all  general  exceptions  and  a   nonimputation
     endorsement, and to the extent available, a zoning endorsement in the  form
     of  ALTA  endorsement  Form  3.0,  a  tie-in  endorsement,  a  last  dollar
     endorsement, an owner's comprehensive endorsement, and subdivision, survey,
     access,  tax parcel, creditors' rights and utility facilities endorsements.
     The  cost  of  such  title  insurance (including both  premiums  and  title
     investigation  charges)  shall be payable in equal  shares  by  Seller  and
     Purchaser;

           (o)   to  the  extent the landlord is obligated to deliver  the  same
     pursuant  to  the  relevant  Real Property Lease,  estoppel  letters,  duly
     executed  by  the landlords of the Leased Premises dated not  earlier  than
     fourteen  (14) days prior to the Closing Date, stating the following:   (i)
     the  copy  of the lease attached to the estoppel letter is a true,  correct
     and  complete copy of the lease and represents the entire agreement between
     the  landlord  and K-T Clay, (ii) neither the landlord nor,  to  landlord's
     knowledge,  K-T  Clay  is in breach or default under  the  lease,  and,  to
     landlord's  knowledge,  no event has occurred which,  with  notice  or  the
     passage  of time, or both, would constitute a breach or default, or  permit
     termination,  modification  or acceleration  under  the  lease,  (iii)  the
     landlord  has  not  repudiated any provision of  the  lease,  (iv)  to  the
     landlord's knowledge, there are no disputes, oral agreements or forbearance
     programs  in  effect  as to the lease, (v) stating such  other  matters  as
     Purchaser  shall  reasonably request, provided that failure  to  obtain  an
     estoppel  certificate from a landlord that fails or refuses  to  honor  its
     obligation to deliver the same shall not constitute a breach or default  by
     Seller under this Agreement;

           (p)   to  the  extent the landlord is obligated to deliver  the  same
     pursuant  to  the relevant Real Property Lease, if requested by  Purchaser,
     non-disturbance agreement, duly executed by each mortgagee  of  the  Leased
     Premises stating that, notwithstanding any default by the respective




<PAGE>          67

     landlords  of   the  Leased  Premises under  any  mortgage  on  the  Leased
     Premises, the mortgagee will not disturb K-T Clay's tenancy as long as  K-T
     Clay  is  not in default under the lease pertaining to such Leased Premises
     and  stating  such  other  matters as Purchaser shall  reasonably  request,
     provided that failure to obtain a non-disturbance agreement from a landlord
     that fails or refuses to honor its obligation to deliver the same shall not
     constitute a breach or default by Seller under this Agreement;

           (q)   a  certification duly executed by Seller that Seller is  not  a
     foreign  person,  in  the  form  provided in Treasury  Regulation   1.1445-
     2(b)(2)(iii)A;

           (r)   all clearance certificates or similar types of documents  which
     may  be  required  by any state taxing authority in order  to  relieve  the
     Purchaser of any obligation to withhold any portion of the Purchase Price;

           (s) a pay-off letter, accompanied by wire transfer instructions, from
     Standard Bank London Limited, setting forth the amount necessary to satisfy
     Seller's indebtedness to such lender as of the Closing Date, and containing
     the  commitment of said lender to terminate all financing statements and/or
     mortgages  in  favor  of such lender covering any  assets  of  any  of  the
     Subsidiaries upon receipt of payment in full of such amount;

           (t) a notice of this transaction, to be given to employees of each of
     the  Subsidiaries,  in  form  and  substance  reasonably  satisfactory   to
     Purchaser and Seller;

           (u)   a  notice  of  this transaction, to be given to  customers  and
     suppliers  of  each  of the Subsidiaries, in form and substance  reasonably
     satisfactory to Purchaser and Seller;

           (v)   a mutual release between Seller and its Affiliates, on the  one
     hand,  and each of the Subsidiaries, on the other hand, whereby each  party
     releases  all  claims  of every kind which it may have  against  the  other
     party,  except  for  those  claims which are  to  be  settled  through  the
     Intercompany Accounts as set forth in Section 5.9;

           (w) to the extent assignable, an assignment of all of Seller's rights
     under  all  confidentiality agreements which Seller shall have executed  in
     connection with the proposed sale of the Subsidiaries; and

           (x)  without limitation by the specific enumeration of the foregoing,
     all  other  documents  reasonably required from Seller  to  consummate  the
     transaction contemplated hereby.






<PAGE>          68

     8.4   Joint Deliveries.  At the Closing, Seller and Purchaser shall jointly
direct  the Escrowee to pay the Execution Payment to, or as directed by, Seller.
In  addition, at the Closing, Seller and Purchaser shall cause their  respective
Affiliates  to enter into a Mica Purchase Agreement in the form attached  hereto
as  Exhibit  D,  and  a Joint Mining Agreement in the form  attached  hereto  as
Exhibit  E,  or  in such other form as the Purchaser and Seller  shall  mutually
agree.

                                    ARTICLE 9
                             POST-CLOSING AGREEMENTS

     9.1   Post-Closing  Agreements.  From and after the  Closing,  the  parties
shall  have  the respective rights and obligations which are set  forth  in  the
remainder of this Article 9.

     9.2  Inspection of Records.  Seller, on the one hand, and Purchaser, on the
other  hand, and their respective Affiliates, shall each retain and  make  their
respective  books  and records (including expired insurance  policies  and  work
papers  in the possession of their respective accountants) with respect  to  the
Subsidiaries  available  for  inspection by the other  party,  or  by  its  duly
accredited  representatives, for reasonable business purposes at all  reasonable
times  during  normal  business hours, for a seven (7)  year  period  after  the
Closing  Date,  with  respect to all transactions of  any  of  the  Subsidiaries
occurring  prior  to  and relating to the Closing, and the historical  financial
condition,  assets, liabilities, operations and cash flows of the  Subsidiaries,
provided  such  right of inspection shall not obligate any party  or  entity  to
waive,  violate, or jeopardize attorney/client privilege or similar  privileges.
As  used in this Section 9.2, the right of inspection includes the right to make
extracts  or copies.  The representatives of a party inspecting the  records  of
the other party shall be reasonably satisfactory to the other party.

     9.3   Use  of  Trademarks.  Seller shall not use and shall not  license  or
permit  any  third  party to use, any name, slogan, logo or trademark  which  is
similar or deceptively similar to any of the names or trademarks included in the
Intellectual Property, provided, however, that Feldspar may continue to  utilize
the  "K-T"  designation in its corporate name and trade names,  trademarks,  and
other  intellectual property containing the designation "K-T" or "KT" (including
product  logos, names, and slogans) until the earlier of (a) December  31,  2001
and  (b) one year following the consummation of a business transaction by  which
the  Seller  disposes of substantially all of the stock or assets  of  Feldspar.
During  the period specified Buyer shall not use or claim the designation  "K-T"
in  marketing or sale of feldspar products.  Buyer shall not claim  or  use  the
designation or trade names "Minspar" or "Minsilspar" for any purpose at any time
for the period ending twenty (20) years after the Closing Date.



<PAGE>          69

     9.4   Back-Up.   Seller  shall, at Purchaser's  request,  furnish  complete
detailed  back-up  material with respect to any of the  Subsidiaries,  the  past
financial  statements of any of the Subsidiaries, the Financial  Statements  and
the Interim Financial Statements as are in Seller's possession or are reasonably
available to Seller.

     9.5   Payments  of Accounts Receivable.  In the event Seller shall  receive
any  instruments  of payment of any of the accounts receivable  of  any  of  the
Subsidiaries (other than the receivable of OCF which was distributed  to  Seller
pursuant  to  Section 1.4).  Seller shall forthwith deliver such instruments  to
Purchaser,  endorsed where necessary, without recourse, in favor  of  Purchaser.
In  the  event Purchaser shall receive any instruments of payment of any  amount
owing  Seller,  Purchaser shall forthwith deliver such  instruments  to  Seller,
endorsed where necessary, without recourse, in favor of Purchaser.

     9.6   Third Party Claims.  The parties shall cooperate with each other with
respect  to the defense of any claims or litigation made or commenced  by  third
parties  subsequent  to  the  Closing  Date  which  are  not  subject   to   the
indemnification  provisions contained in Article 11,  provided  that  the  party
requesting  cooperation shall reimburse the other party for  the  other  party's
reasonable out-of-pocket costs and expenses of furnishing such cooperation.

     9.7   Non-Solicitation.  From and after the Closing and  until  the  second
anniversary of the Closing Date:

           (a) Seller shall not, and shall cause its Affiliates to not, directly
     or  indirectly,  as  a partner, stockholder, proprietor, consultant,  joint
     venturer,  investor  or in any other capacity, hire or solicit  to  perform
     services (as an employee, consultant or otherwise) any Persons who are then
     current employees of any of the Subsidiaries or take any actions which  are
     intended to persuade any employee of the Subsidiaries to terminate  his  or
     her association with the Subsidiaries;

           (b)   Purchaser  shall not, and shall cause its  Affiliates  and  the
     Subsidiaries  to  not,  directly or indirectly, as a partner,  stockholder,
     proprietor, consultant, joint venturer, investor or in any other  capacity,
     hire  or  solicit  to  perform  services (as  an  employee,  consultant  or
     otherwise) any Persons who are then current employees of Feldspar  or  take
     any  actions  which are intended to persuade any employee  of  Feldspar  to
     terminate his or her association with Feldspar.

General   solicitations  of  employment  published  in  a  journal,   newspaper,
electronic  database,  website,  or internet posting  or  other  publication  of
general circulation and not specifically




<PAGE>          70

directed towards employees of the Subsidiaries or Feldspar, as the case  may  be
("General  Solicitations"),  and hiring of Persons responding  to  such  General
Solicitations  (including, without limitation, employees of the Subsidiaries  or
Feldspar), shall not be deemed to constitute solicitation for purposes  of  this
Section  9.7 and any hires in response to such General Solicitations  shall  not
violate the provisions of this Section 9.7.

     9.8    Confidentiality.   From  and  after  the  Closing,  Seller  and  its
Affiliates shall  keep confidential and not disclose to any other Person or  use
for  their  own  benefit  or the benefit of any other  Person,  any  information
regarding  the Subsidiaries.  The obligation of Seller and its Affiliates  under
this  Section  9.8  shall not apply to information which:   (i)  is  or  becomes
generally available to the public without breach of the commitment provided  for
in  this  Section  9.8  or (ii) is required to be disclosed  by  law,  order  or
regulation  of  a court or tribunal or government authority; provided,  however,
that  in  the case of any proceeding before any court or other tribunal,  Seller
shall notify Purchaser as early as reasonably practicable prior to disclosure to
allow Purchaser to take appropriate measures to preserve the confidentiality  of
such information.

     9.9  Non-Compete.

     From  and after the Closing and until the fifth anniversary of the  Closing
Date,  Seller  shall  not and shall cause its Affiliates  to  not,  directly  or
indirectly, as a partner, stockholder, proprietor, consultant, joint venturer or
in any other capacity:

           (a)  engage in, or own, manage, operate or control, or participate in
     the  ownership, management, operation or control of, any business or entity
     which  engages  anywhere  in  North America  in  the  business  of  mining,
     processing  or  distributing ball clay or kaolin other than  incidental  to
     other  mining  activities;  provided, however, that  nothing  herein  shall
     prohibit Seller and its Affiliates from owning, in the aggregate, not  more
     than  five  percent  (5%) of any class of securities of a  publicly  traded
     entity  in any of the foregoing lines of business so long as neither Seller
     nor  any  of  its  Affiliates participates in any way  in  the  management,
     operation or control of such entity; or

           (b)   solicit  any  customer of any of the Subsidiaries  to  purchase
     products  or  services  which  are  regularly  supplied  by  any   of   the
     Subsidiaries as of the Closing Date.

     9.10  Specific Performance.  Seller acknowledges that, given the nature  of
the  business of the Subsidiaries, the covenants contained in Sections 9.7, 9.8,
and  9.9 contain reasonable limitations as to time, geographical area and  scope
of activity to be restrained, and do not impose a greater restraint than is



<PAGE>          71

necessary  to protect and preserve for the benefit of Purchaser the goodwill  of
the  Subsidiaries and to protect the legitimate business interests of Purchaser.
If,  however,  any  portion of Sections 9.7, 9.8, and 9.9 is determined  by  any
court  of  competent jurisdiction to be unenforceable by reason of its extending
for  too long a period of time or over too large a geographic area or by  reason
of  its being too extensive in any other respect or for any other reason it will
be  interpreted to extend only over the longest period of time for which it  may
be  enforceable and/or over the largest geographical area as to which it may  be
enforceable and/or to the maximum extent in all other aspects as to which it may
be  enforceable,  all  as determined by such court and in such  action.   Seller
agrees  that Purchaser's remedies at law for any breach or threat of  breach  by
Seller  of the provisions of Sections 9.7, 9.8, and 9.9 will be inadequate,  and
that  Purchaser shall be entitled to an injunction or injunctions,  without  the
necessity  for  the posting of a bond or other collateral security,  to  prevent
breaches  of  the  provisions  of Sections 9.7,  9.8  and  9.9  and  to  enforce
specifically the terms and provisions hereof.

     9.11  Retention Bonuses.  Seller shall pay when due, or promptly  reimburse
the  applicable Subsidiary for, all retention or "sale" bonuses under agreements
in  existence  as  of the Closing Date and which bonuses are payable  solely  by
virtue  of  the  Closing  to  employees of any of  the  Subsidiaries,  it  being
understood  that  Seller shall have no liability for any cost, payment,  damage,
expense,  or  bonus arising due to a combination of the Closing  and  any  other
fact,  circumstance,  or  event (e.g., termination by employer  or  employee  or
reduction in responsibilities, title or compensation, including any reduction of
responsibility that automatically occurs as a consequence of the Closing).

     9.12  Agreement  to  Defend  and  Indemnify.   Purchaser  shall  cause  the
Subsidiaries  to  indemnify and hold harmless each of  the  present  and  former
directors, officers, employees and agents of the Subsidiaries, and each  present
and former director, officer, employee, agent or trustee of any employee benefit
plan  for employees of the Subsidiaries (individually, an "Indemnified Employee,
and  collectively,  the  "Indemnified Employees") against  any  losses,  claims,
damages, liabilities, costs, expenses (including, without limitation, reasonable
attorneys'  fees), judgments, fines and amounts paid in settlement in connection
with  any  threatened, pending or completed claim, action, suit,  proceeding  or
investigation,   whether  civil,  criminal,  administrative   or   investigative
("Indemnifiable Claim"), arising out of or pertaining to any action or  omission
occurring  on  or prior to the Closing Date (including, without limitation,  any
which  arise  out  of  or  relate  to  the  transactions  contemplated  by  this
Agreement), whether asserted or commenced prior to or after the Closing Date, to
the full extent permitted under the certificates of incorporation and by-laws of
the  Subsidiaries  as currently in effect (or as such rights to  indemnification
may be



<PAGE>          72

expanded  subsequent  to  the  Closing Date  under  applicable  law).  Purchaser
acknowledges  and  accepts  as  contract  rights  (and  agrees  to   cause   the
Subsidiaries  to  honor in accordance with their terms) the  provisions  of  the
Certificates of Incorporation and/or bylaws of the Subsidiaries, as in effect on
the  date  hereof  with  respect  to  indemnification  of  officers,  directors,
employees  and  agents  of the Subsidiaries (including  provisions  relating  to
contributions,  advancement of expenses and the like) and such provisions  shall
not  be  modified or amended except as required by law, unless such modification
or  amendment expands the rights of the Indemnified Employees to indemnification
(including with respect to contribution, advancement of expenses and the  like).
Purchaser  shall cause the applicable Subsidiary to advance expenses  (including
attorneys' fees) to each such Indemnified Employee to the full extent  permitted
by  law.  In the event of any Indemnifiable Claim (whether asserted or commenced
before  or  after  the Closing Date), (a) the Indemnified Employees  may  retain
counsel   satisfactory  to  them,  and  Purchaser  shall  cause  the  applicable
Subsidiary  to  pay  all fees and expenses of such counsel for  the  Indemnified
Employees promptly as statements therefor are received, and (b) Purchaser  shall
cause  the  applicable Subsidiary to use its commercially reasonable efforts  to
assist  in  the vigorous defense of any such matter; provided that no Subsidiary
shall  be liable for any settlement effected without its written consent,  which
consent,  however, shall not be unreasonably withheld.  Any Indemnified Employee
wishing to claim indemnification under this Section 9.12, upon learning  of  any
Indemnifiable  Claim,  shall  notify  his or  her  employer  thereof;  provided,
however,  that the failure of an Indemnified Employee to give such notice  shall
only  relieve Purchaser and the Subsidiaries of their indemnification obligation
to  the  extent  of actual prejudice resulting therefrom. Purchaser  shall,  and
shall  cause  the  Subsidiaries to, indemnify Seller against  any  claim  by  an
Indemnified Employee against Seller or any of its Affiliates with respect to any
matter as to which such Indemnified Employee is entitled to indemnification both
(x) from the Subsidiaries to this Section 9.12 and (y) from Seller or any of its
Affiliates,  pursuant to Seller's or such Affiliate's Articles of Incorporation,
by-laws or any agreement to which Seller or such Affiliate may be a party.

     9.13  Retirement  Plans.   The Kentucky-Tennessee  Clay  Hourly  Employees'
Pension Plan has been, and will remain, sponsored and maintained by K-T Clay for
the  benefit of its eligible hourly employees.  Salaried employees of  K-T  Clay
have been covered under Seller's Hecla Mining Company Retirement Plan ("Seller's
Retirement Plan"). Seller shall fully vest all affected salaried employees of K-
T Clay under Seller's Retirement Plan as of the Closing Date.  Purchaser and K-T
Clay  may establish such new retirement programs as are considered desirable  to
cover  salaried employees of K-T Clay with respect to future retirement  benefit
accruals  on  and  after the Closing Date.  It is the intent  of  Purchaser  and
Seller  to apportion the assets and liabilities of Seller's Retirement  Plan  in
accordance with and subject to the following provisions of this Section 9.13.


<PAGE>          73

           (a)   It is the intent of Purchaser and Seller to apportion  the
     liabilities  and assets of Seller's Retirement Plan to provide  for  a
     transfer  of  liabilities and assets as of the  Closing  Date,  in  an
     amount  equal  to  the  total liabilities for retirement  benefits  of
     employees who are employees of K-T Clay immediately after the  Closing
     Date  which  have accrued under Seller's Retirement  Plan  as  of  the
     Closing   Date,  determined  as  if  such  employees  had   terminated
     employment  as  of  the  Closing Date, with the determination  of  the
     amount of such assets to be transferred being made in accordance  with
     the  actuarial  methods and assumptions used by Seller's  actuary  for
     plan  funding  purposes  for  the 2000 plan  year,  which  assumptions
     include  a 7% interest rate and mortality in accordance with the  1983
     Group  Annuity  Mortality  Table, and taking  into  account  projected
     future salary increases.  Purchaser shall establish or shall cause K-T
     Clay  to  establish a retirement plan ("Purchaser's Retirement  Plan")
     which  shall be equal in all material respects to Seller's  Retirement
     Plan  with  respect to benefits accrued as of Closing Date,  including
     optional  forms of benefits.  Purchaser's Retirement Plan will  assume
     the  liability  for  benefits accrued under Seller's  Retirement  Plan
     prior  to  the Closing Date with respect to employees who are employed
     by  K-T  Clay immediately after the Closing Date, contingent upon  the
     receipt of the transferred assets as provided herein.  Such amount  to
     be  transferred as of the Closing Date shall accrue interest at a rate
     of  7% per annum from the Closing Date until the date of transfer, and
     shall  be reduced by the amount of any benefit payments (plus interest
     at  7%)  made  to or on behalf of covered employees after the  Closing
     Date and prior to the date of transfer.

           (b)  The amount of transferred assets as described above may  be
     transferred in cash or in kind, to the extent a transfer  in  kind  is
     approved  by Purchaser.  Promptly after the Closing Date,  Seller  and
     Purchaser  shall  each file Forms 5310-A, to the extent  not  excepted
     from such filing requirement by applicable regulations, in respect  of
     Seller's  Retirement  Plan  in the case  of  Seller,  and  Purchaser's
     Retirement Plan in the case of Purchaser, and shall provide the  other
     party  a  copy thereof.  The actuarial calculations required hereunder
     shall  be provided by Seller and performed by Rael & Letson ("Seller's
     Actuary").   Purchaser will be supplied with a copy of the  report  of
     Seller's  Actuary  embodying  the results  of  such  calculation.   An
     actuary  designated  by  Purchaser shall, at Purchaser's  expense,  be
     entitled  to  confirm the accuracy of the calculations by  which  such
     results were reached.  In the event of a disagreement between said




<PAGE>          74

     actuaries, the disagreement shall be settled by reference to  a  third
     independent  actuary  of national standing agreed  to  by  Seller  and
     Purchaser.   Seller and Purchaser shall each pay one-half of  the  fee
     charged  by any such third actuary.  Seller and Purchaser shall  cause
     any  required  advance notification to the IRS regarding transfers  of
     plan  assets to be made and shall cooperate to secure any approval  by
     any  government  agency which is required by law  for  a  transfer  of
     assets  and liabilities for benefits from Seller's Retirement Plan  to
     Purchaser's Retirement Plan.

           (c) Purchaser shall be entitled to receive from Seller, within a
     reasonable  time  after the Closing Date and at all times  thereafter,
     such  pertinent  data  and information that Purchaser  may  reasonably
     require  (including, but not limited to, participant  and  beneficiary
     records)  to  implement  the requirements of  this  Section  9.13,  to
     administer  Purchaser's Retirement Plan and to respond to any  claims,
     audits  or  examinations.  Seller and Purchaser shall  cooperate  with
     each  other in all respects relating to this Section 9.13 and,  except
     as  otherwise  set  forth,  shall each pay their  respective  expenses
     arising  from  the  obligations undertaken by each  pursuant  to  this
     Section 9.13.

     9.14 Claims under Welfare Plans.  Seller shall reimburse Purchaser for  all
liabilities of any of the Subsidiaries under the Welfare Plans in regard to  any
claims  submitted on behalf of employees or former employees, or their  eligible
dependents, of any of the Subsidiaries, or of Seller or any Affiliate of Seller,
with respect to illnesses or injuries which have occurred or are in existence on
or  prior  to  the  Closing Date (including IBNR claims) in each  case  for  the
portion  thereof  which  pertains to the period  ending  on  the  Closing  Date,
regardless of when the claim is made; provided, however, that Seller shall  have
no  liability  or obligation under this Section 9.14 except to  the  extent  the
aggregate  of such claims and liabilities shall exceed the reserve  therefor  on
the  Final  Balance Sheet.  Purchaser shall provide (or shall cause  the  third-
party  administrator  administering  such  Welfare  Plans  to  provide)  monthly
statements  to  Seller,  setting forth in detail all payments  made  under  such
Welfare Plans during such month on account of illnesses or injuries in existence
or occurring prior to the Closing Date.

     9.15  Hecla  Name.  Purchaser shall promptly take all action  necessary  or
advisable to change the names of Hecla Brazil and Mineracao to delete  the  name
of "Hecla" therefrom and to remove all reference to "Hecla" from their and their
Affiliates'  logos, letterheads, doing business designations and qualifications,
and  its  other assets, properties, equipment, and documentation,  and  filings.
Purchaser  acknowledges  that Seller shall retain all worldwide  rights  to  the
trademark, trade name, and corporate name of "Hecla".


<PAGE>          75

     9.16  K-T Feldspar Corporation.  Nothing in this Agreement, including,  but
not  limited  to the provisions of Section 9.9 hereof, shall in any  way  limit,
impede,  restrict,  hamper, or prohibit (a) Seller's ownership  and  control  of
Feldspar  and  the  ability of Feldspar and Seller to continue  to  conduct  the
normal  business  activities of Feldspar in accordance with  its  past  business
practice or any expansion of such activities (other than mining kaolin  or  ball
clay  other  than  on  an  incidental basis  in  connection  with  other  mining
activities) while Seller controls the ownership or operation of Feldspar or  (b)
the ability of any non-affiliated purchaser of substantially all of the stock or
assets Feldspar to conduct any activity whatsoever in the entire world.

     9.17  Releases/Collateral.  Purchaser shall take all actions  necessary  or
appropriate to cause Seller and each of its Affiliates to be released,  as  soon
as  reasonably  practicable after the Closing (but in no event  longer  than  60
days), from all guaranty, collateral or other obligations entered into by Seller
or  any  of such Affiliates in connection with a deposit, bond, letter of credit
or  other security device (including, without limitation, any equipment  leases)
provided  or  maintained  by  or on behalf of any  Subsidiary  with  respect  to
reclamation or other obligations, and Purchaser shall take all actions necessary
or  appropriate  to ensure that Seller or such Affiliate promptly  receives  any
deposit, collateral, or other assets made available as a result of such release,
provided  that  if  any  such  release or return is not  commercially  possible,
Purchaser  shall, instead, provide to Seller or its Affiliate, as the  case  may
be, its corresponding guaranty (which shall be deemed an obligation of Purchaser
hereunder) and back-to-back collateral for such non-returned deposit, collateral
or other assets.

     9.18  Technology Support.  For a period of six (6) months after the Closing
Date, Seller shall provide telephone support to Purchaser in connection with the
operation of the Jonas & Erickson business system software.  In addition, Seller
shall  allow  Purchaser the right to use the Jonas & Erickson Software  business
system,  the  Dynacom terminal emulation package currently used by  the  Company
which  is licensed in the name of Seller for the later to occur of (a)  six  (6)
months  following  the  Closing  Date or (b) the date  Purchaser  purchases  and
implements a suitable replacement for such software.  Purchaser hereby agrees to
use  commercially reasonable efforts to replace the Dynacom software and the J&E
Software within the six (6) month period following the Closing Date.

                                   ARTICLE 10
                                      TAXES

     10.1  In  General.   This  Article 10 shall govern the  obligation  of  the
parties with respect to Taxes.




<PAGE>          76

     10.2  Reporting and Payment of Taxes.  For all taxable periods of  the  K-T
Clay  ending  on or prior to the Closing Date, (i) the parties shall  cause  K-T
Clay  to  join  in  Seller's consolidated federal income  Tax  Returns  and,  in
jurisdictions requiring or permitting combined reporting with Seller or  any  of
its  Affiliates, to join in combined income Tax Returns for such  jurisdictions,
in accordance with current practices, and Seller shall pay the Taxes required to
be paid in respect of such Tax Returns, (ii) Seller shall cause the Subsidiaries
to  file all other income Tax Returns to the extent such returns are required to
be  filed (taking into account any extensions) on or before the Closing Date and
pay  the  Taxes  required to be paid in respect of such Tax Returns,  and  (iii)
Purchaser  shall  cause  the Subsidiaries to file all  other  state  income  Tax
Returns  required  to be filed on or after the Closing Date and  pay  the  Taxes
required  to be paid in respect of such Tax Returns.  Purchaser shall cause  the
Subsidiaries to file separate, combined or consolidated income Tax  Returns,  or
shall  include  the  Subsidiaries in its combined  or  consolidated  income  Tax
Returns,  for  all Tax periods ending after the Closing Date and  shall  pay  or
cause  to  be paid all Taxes required to be paid in respect of such Tax Returns.
Seller  shall  cause  to be filed all other Tax Returns  required  to  be  filed
(taking  into  account  any  extensions) by Seller  on  behalf  of  any  of  the
Subsidiaries on or before the Closing Date, and shall pay or cause  to  be  paid
all  Taxes  required  to be paid in respect of such Tax Returns,  and  Purchaser
shall  cause to be filed all other Tax Returns required to be filed  by,  or  on
behalf  of, any of the Subsidiaries and shall pay or cause to be paid all  Taxes
shown to be due thereon.  All Tax Returns referred to in this Section 10.2 shall
be  filed  in  a timely manner and in proper form.  Purchaser shall prepare  and
provide Seller with copies of each Tax Return (or the relevant portions thereof)
reflecting  any obligations with respect to any taxable period  of  any  of  the
Subsidiaries  which  begins before and ends after the  Closing  Date  ("Straddle
Periods")  at  least  thirty (30) days prior to the due  date  for  filing  such
return,  and  Seller  shall have the right to review and to  grant  or  withhold
approval  of  such  Tax  Returns  (which  approval  shall  not  unreasonably  be
withheld).  Purchaser and Seller shall attempt in good faith mutually to resolve
any  disagreements regarding such Tax Returns prior to the due date  for  filing
thereof.

     10.3  Certain Unpaid Taxes.  To the extent an accrual on the Final  Balance
Sheet with respect to the Tax Election or with respect to Taxes for the portions
of  Straddle Periods ending on the Closing Date exceeds the amount of Taxes paid
by  the  Subsidiaries on account of such Straddle Period Taxes with  respect  to
such  period,  as  the  case  may  be,  Purchaser  shall  cause  the  applicable
Subsidiary, as appropriate, to refund the excess to Seller.  To the extent  such
accrual is less than the amount of such Taxes paid by the applicable Subsidiary,
Seller  shall reimburse the applicable Subsidiary for the deficiency.  Any  such
refund or reimbursement shall be paid concurrently with the




<PAGE>          77

filing  of  the  related  return  relating to  such  Straddle  Period  Taxes  or
reflecting the effect of the Tax Election (as the case may be).

     10.4  Allocations Relating To Taxes.  Responsibilities for Taxes  shall  be
allocated between Seller and Purchaser as follows:

           (a)   For  federal  income  Tax purposes, the  taxable  year  of  the
     Subsidiaries  shall  end  as of the close of the  Closing  Date  and,  with
     respect to all other Taxes, Seller and Purchaser will, unless prohibited by
     applicable  law,  close the taxable period of the Subsidiaries  as  of  the
     close  of  the Closing Date.  Neither Seller nor Purchaser shall  take  any
     position inconsistent with the preceding sentence on any Tax Return.

           (b)  Any allocation of income or deductions required to determine any
     Taxes  attributable to any Straddle Period shall be made  by  means  of  an
     interim  closing  of the books and records of the Subsidiaries  as  of  the
     close of the Closing Date, provided that exemptions, allowances, deductions
     (including,  without limitation, depreciation and amortization  deductions)
     or any Taxes (such as property, sales or similar Taxes) that are calculated
     on an annual or periodic basis shall be allocated between the period ending
     on  the Closing Date and the period after the Closing Date in proportion to
     the  number  of days in each such period, excluding any impact of  the  Tax
     Election.   Any disagreements regarding the allocations shall  be  promptly
     resolved  in an arbitration conducted by the Selected Accounting  Firm  (as
     herein defined), whose decision shall be binding on the parties.

          (c)  Any transaction occurring outside the ordinary course of business
     and  not  caused by Seller or its Affiliates on the Closing Date after  the
     Closing,  except  with respect to the Tax Election,  shall  be  treated  as
     occurring on the day following the Closing Date.

     10.5  Refunds  and  Credits.  Seller shall be entitled to  any  refunds  or
credits  for  any  income  Taxes for periods for  which  Seller  is  responsible
pursuant  to  this  Article  10  or for which Seller  must  indemnify  Purchaser
pursuant  to  Article  11.  Purchaser shall be entitled to  any  refunds  of  or
credits  for  any  income Taxes for periods for which Purchaser  is  responsible
under  this Article 10.  Refunds for Straddle Periods shall be equitably divided
between the parties in accordance with the principles in this Article 10.

     10.6 Cooperation; Audits.  Seller and Purchaser agree that:

           (a)   After  the  Closing Date, Seller and Purchaser shall  cooperate
     fully with each other regarding Tax matters and shall make available to the
     other as reasonably requested



<PAGE>          78

     all  information, records and documents relating to Taxes governed by  this
     Agreement until the expiration of the applicable statute of limitations  or
     extension thereof or at the conclusion of all audits, appeals or litigation
     with respect to Taxes relating to the Subsidiaries for such period;

           (b)   if  Purchaser or any of the Subsidiaries shall receive  written
     notice  from  an  appropriate Taxing authority of any pending  examination,
     claims,  settlements, proposed adjustments or related matters with  respect
     to  Taxes of any of the Subsidiaries that could affect Seller or any of its
     Affiliates,  or if Seller or any of its Affiliates receives written  notice
     from  an appropriate Taxing authority of any such matters that could affect
     Purchaser or any of the Subsidiaries, the party receiving such notice shall
     notify  in writing the potentially affected party within ten (10)  business
     days  thereafter.  The failure of any party to give the notice required  by
     this paragraph (b) shall not impair the party's rights under this Agreement
     or  impose  any  liabilities on such party except to the extent  the  other
     party demonstrates that it has been prejudiced thereby;

          (c)  Seller shall have the right, at its expense, to control, conduct,
     compromise and settle any contest relating to any liability for  Taxes  for
     which  Seller  is  solely  responsible pursuant to  this  Article  10.   If
     Purchaser  does  not  consent to such compromise  or  settlement,  however,
     Seller  may  turn over control of such contest to Purchaser,  and  Seller's
     liability for Taxes with respect to the items subject to the contest shall,
     in  such  case, be limited to the amount for which Seller would  have  been
     liable under such compromise or settlement;

           (d) Purchaser shall have the sole right to represent the interests of
     any  of the Subsidiaries in all other Tax audits or administrative or court
     proceedings;

           (e)  Seller shall not (unless believed required by law) file or amend
     any Tax Return or claim for refund or credit for taxable periods ending  on
     or  before the Closing Date to the extent that adverse consequences  as  to
     Purchaser  or  any  of  the Subsidiaries would result  without  Purchaser's
     written  consent,  which  shall not unreasonably  be  withheld.   Purchaser
     undertakes  that neither it nor any of its Affiliates shall file  or  amend
     any  Return  or  claim for refund or credit, or settle  or  compromise  any
     matter,  for  taxable periods ending after the Closing Date to  the  extent
     adverse  consequences  to  Seller  would result  without  Seller's  written
     consent, which consent shall not unreasonably be withheld.







<PAGE>          79

     10.7 Section 338(h)(10) Election.

           (a) To the extent permitted by law (it being understood, for example,
     that  an  election under Section 338(g) but not section 338(h)(10)  of  the
     Code  may  be  made  for a foreign Subsidiary) Purchaser,  Seller  and  the
     Subsidiaries, as applicable, shall make the elections under Section  338(g)
     and   Section   338(h)(10),  of  the  Code  and  the  Treasury  Regulations
     promulgated thereunder (and any comparable election under state,  local  or
     foreign  Tax law) (all such elections being referred to herein as the  "Tax
     Election",  whether or not actually under Section 338(h)(10) of the  Code).
     Seller, Purchaser and the Subsidiaries shall report, in connection with the
     determination of income, franchise or other Taxes measured by  net  income,
     the  transaction being undertaken pursuant to this Agreement  in  a  manner
     consistent with the Tax Election.

           (b) Purchaser, Seller and the Subsidiaries shall cooperate fully with
     each  other in the making of the Tax Election.  In particular, and  not  by
     way  of  limitation,  in  order  to effect the  Tax  Election,  Seller  and
     Purchaser  shall  jointly  execute necessary  copies  of  Internal  Revenue
     Service  Form  8023  and  all attachments required to  be  filed  therewith
     pursuant to applicable Treasury regulations.  Purchaser, no later than  100
     days  after  the  Closing  Date,  shall provide  Seller  with  a  valuation
     statement reflecting, as of the Closing Date, the fair market values of all
     of  the  assets  and the amount of the liabilities and obligations  of  the
     Subsidiaries. Purchaser and Seller shall file, and shall cause  members  of
     their  respective affiliated groups (within the meaning of Section 1504  of
     the  Code or any similar group defined under a similar provision of  state,
     local  or  foreign law) to file, all Tax returns and statements, forms  and
     schedules  in  connection  therewith  in  a  manner  consistent  with  such
     valuations  and shall take no position contrary thereto unless required  to
     do  so  by applicable Tax laws.  Seller shall have the right to review  any
     appraisal  upon  which such valuations are based and to grant  or  withhold
     approval  of  such valuations and any such forms and schedules relating  to
     such valuations, prior to the filing of such Tax returns, statements, forms
     and  schedules.  Any  disputes regarding the  valuation  statement  or  the
     preparation,  execution or filing of the forms and  documents  required  in
     connection with making the Tax Election shall be resolved in an arbitration
     to  be  conducted  by  a  "big five" accounting firm mutually  selected  by
     Purchaser and Seller (the "Selected Accounting Firm"), whose fees shall  be
     borne  equally  by  Seller and Purchaser.  Each  of  the  parties  to  this
     Agreement  shall  be bound by the decision of the Selected Accounting  Firm
     rendered  in such arbitration.  To the extent permitted by state, local  or
     foreign  Tax laws, the principles of this Section 10.7(b) shall also  apply
     with respect to a Tax Election under state, local or foreign law.



<PAGE>          80

                                   ARTICLE 11
                                 INDEMNIFICATION

     11.1 Indemnification by Seller.

           (a) Seller shall indemnify Purchaser and hold Purchaser harmless from
     any   losses,  damages,  diminution  of  value  of  assets  or  properties,
     liabilities,  demands,  claims, actions or causes  of  action,  regulatory,
     legislative or judicial proceedings or investigations, assessments, levies,
     fines,   penalties,  costs  and  expenses  whatsoever  (including,  without
     limitation,  reasonable attorneys' and expert witness fees  and  litigation
     expenses,  expenses  incurred in connection with  any  product  recall  and
     testing  expenses)  (together  with the  additional  matters  described  in
     paragraph  (b)  hereof, "Damages") resulting to Purchaser,  its  directors,
     officers and employees from any of the following:

                (1)   Any  inaccuracy in any representation or warranty  by  the
     Seller contained in this Agreement or in any closing document delivered  by
     Seller  pursuant  to  the  provisions of this  Agreement,  whether  or  not
     involving a Third Party Claim (as herein defined);

                (2)   Any  breach  of any covenant or agreement  by  the  Seller
     contained in this Agreement or in any closing document delivered by  Seller
     pursuant to the provisions of this Agreement;

                (3)  Taxes which are unpaid as of the Closing Date and which are
     imposed upon any of the Subsidiaries with respect to (i) any taxable period
     ending  on or before the Closing Date for which a Return shall be filed  by
     Seller  pursuant to Section 10.2 ("Pre-Closing Periods"),  and  (ii)  Taxes
     imposed  on  any of the Subsidiaries pursuant to and solely  by  reason  of
     Treasury  Regulations Section 1.1502-6 (or any comparable  provision  under
     state, local, or foreign law or regulation imposing several liability  upon
     members  of a consolidated, combined, affiliated or unitary group) for  any
     Pre-Closing  Period; provided, however, that clause (ii) shall  apply  only
     with  respect  to  such Taxes for which Seller or its Affiliates  are  also
     liable;

                (4)   Taxes resulting from (i) the Tax Election (except  to  the
     extent  of  the  excess of the amount reflected on the Final Balance  Sheet
     pursuant  to Section 10.3 over any amounts refunded to Seller by  Purchaser
     pursuant to Section 10.3), or (ii) Taxes imposed on any of the Subsidiaries
     with  respect to the portion of any Straddle Period ending on  the  Closing
     Date  (except  to the extent of the excess of the amount reflected  on  the
     Final  Balance  Sheet  over any amounts refunded  to  Seller  by  Purchaser
     pursuant to Section 10.3);




<PAGE>          81

                (5)   Without being limited by subparagraph (1) of this  Section
     11.1(a)  and without regard to the fact that any one or more of  the  items
     referred  to  in this Section 11.1(a)(5) may be disclosed  in  any  of  the
     Schedules  to  this Agreement or in any documents included or  referred  to
     herein,  any action or failure to act in violation of any applicable  ERISA
     provision, in whole or in part, and any liabilities incurred, on  or  prior
     to  the  Closing  Date with respect to any Benefit Plan which  any  of  the
     Subsidiaries or Seller or any ERISA Affiliate has at any time maintained or
     administered  or to which any of the Subsidiaries or Seller  or  any  ERISA
     Affiliate has at any time contributed; other than any underfunding  in  any
     funded Benefit Plans;

                (6)   Without being limited by subparagraph (1) of this  Section
     11.1(a),  and without regard to the fact that any one or more of the  items
     reflected  in this Section 11.1(a)(6) may be disclosed in the Schedules  to
     this  Agreement  or  in any document included or referred  to  herein,  any
     liability  or  obligation of the Subsidiaries under any  Environmental  Law
     resulting from or arising out of:

                     a.   any generation, transportation, storage, treatment  or
               Release  of  any  Hazardous Substances giving rise  to  liability
               under  any Environmental Law occurring on or prior to the Closing
               Date  (including  without limitation those that allegedly  result
               in,   or  result  in,  any  Release  or  treatment  of  Hazardous
               Substances  after the Closing Date) at (x) any of the  Properties
               or  (y)  any Offsite Facility which received Hazardous Substances
               from   any  of  the  Subsidiaries  prior  to  the  Closing  Date,
               regardless of when liability is asserted;

                     b.    any  discharges to or from storm, ground  or  surface
               waters  or  wetlands, and any air emissions or  pollution  giving
               rise  to liability under any Environmental Law, which result from
               or are caused by activities, events, conditions or occurrences at
               any of the Properties prior to the Closing Date;

                     c.    the  exposure  of and resulting consequences  to  any
               Persons, including, without limitation, employees of any  of  the
               Subsidiaries,  to  any Hazardous Substances  created,  generated,
               processed, handled or originating on or prior to the Closing Date
               at  any  of  the  Properties giving rise to liability  under  any
               Environmental Law; or

                    d.   without limiting the generality of any of the foregoing
               provisions of this subparagraph (6), any  Environmental Claim  as
               a  result of activities, events, conditions or occurrences at any
               of the Properties prior to the Closing Date;



<PAGE>          82

                (7)   Without being limited by subparagraph (1) of this  Section
     11.1  (a) and without regard to the fact that any one or more of the  items
     referred  to  in this Section 11.1(a)(7) may be disclosed  in  any  of  the
     Schedules  to  this Agreement or in any documents included or  referred  to
     therein  or  may  be  otherwise known to Purchaser  at  the  date  of  this
     Agreement  or  on the Closing Date), any claim or liability  for   personal
     injury,  property  damage or economic loss or other  damages  of  any  kind
     whatsoever  arising out of the Seller's or Subsidiaries' sale  of  products
     containing dioxin or the exposure of Persons to silica, in each case, prior
     to the Closing Date.

               (8)  Any claims or liability asserted against the Subsidiaries in
     respect of payments received by any of them from OCF prior to its filing of
     a petition under Chapter 11 of the Bankruptcy Code.

           (b)   For  the  purposes  of this Agreement, Damages  shall  include,
     without    limitation:     (i)    reasonable   attorneys',    accountants',
     investigators', consultants' and experts' fees and expenses,  sustained  or
     incurred in connection with the defense or investigation of any Third Party
     Claim;  (ii) expenses (computed on an after-Tax basis) reasonably  incurred
     to  compensate  employees  for any costs or ramifications  associated  with
     compliance  with (or lack of compliance with) the requirements  of  Section
     401(a)  or  401(k)  of  the Code; and (iii) costs and  expenses  reasonably
     incurred  and  necessary to bring the Subsidiaries' respective  assets  and
     business  into compliance with Environmental Laws taking into  account  any
     existing grandfather provisions (and which non-compliance occurred prior to
     the Closing Date) including, without limitation:

                (1)   costs  and  expenses associated with  all  filings,  court
     orders, awards or directives issued in connection with such compliance;

                (2) costs and expenses incurred for the protection of any of the
     Subsidiaries,  their respective employees, members of the  public  and  the
     environment,  and  for the prevention of harm to any of  the  Subsidiaries,
     their respective employees, members of the public and the environment;

                (3)   costs  and expenses resulting from the loss of  use  of  a
     Covered  Property,  including, without limitation,  moving  and  relocation
     costs;

                (4)  costs and expenses of additions to and modifications of the
     Equipment and the Leased Premises;

                (5)  costs of sampling, monitoring or other testing programs and
     laboratory equipment; and




<PAGE>          83

                (6)   all  legal, engineering and consulting fees  and  expenses
     related to any of the foregoing.

           (c)  Seller shall not be responsible to Purchaser with respect to any
     losses, liabilities, damages or expenses as to which Purchaser is otherwise
     entitled to indemnification pursuant to Section 11.1 (exclusive of Sections
     11.1(a)(2),  11.1(a)(3),  11.1(a)(4), 11.1(a)(5)  and  11.1(a)(7)  thereof)
     unless  and until (i) the aggregate amount (taking into account the $10,000
     baskets  in  the  following subsection (ii)) of such  losses,  liabilities,
     damages  and  expenses incurred by Purchaser exceeds  Three  Hundred  Fifty
     Thousand  Dollars ($350,000) and then only with respect to the amount  that
     in  the  aggregate  is  in excess of Three Hundred Fifty  Thousand  Dollars
     ($350,000),  and  (ii) the amount of any one, individual  loss,  liability,
     damage  or  expense  incurred  by Purchaser exceeds  Ten  Thousand  Dollars
     ($10,000).

           (d) Any claim for indemnification by Purchaser under Section 11.1 (a)
     shall  be asserted by written notice to Seller within the appropriate Claim
     Period  (as  herein defined).  Any matters as to which  a  claim  has  been
     asserted  under  Section  11.1(a) within the Claim  Period  and  which  are
     pending or unresolved before the end of the Claim Period shall continue  to
     be  covered  by Section 11.1(a) until finally terminated or resolved.   For
     the  purposes of this Agreement, the relevant Claim Period with respect  to
     any  claim for indemnification pursuant to this Section 11.1 shall  be  the
     following:

                (1)   With respect to any claim under Section 11.1(a)(1)  (other
     than   with  respect  to  a  breach  of  Sections  4.1,  4.2,  4.3  (except
     subparagraph 4.3(c)), 4.5, 4.12(a), 4.13, 4.16 and 4.24), the Claim  Period
     shall  be the period commencing on the Closing Date and ending on the  last
     day of the eighteenth full calendar month following the Closing Date.

                (2)   With  respect to any claim under Section  11.1(a)(1)  with
     regard to a breach of Section 4.16 or any claim under Section 11(a)(3), (4)
     or (5), the Claim Period shall be the period commencing on the Closing Date
     and  ending  on  the date which is six months after the expiration  of  the
     underlying statutes of limitation.

                (3)   With  respect to any claim under Section  11.1(a)(1)  with
     regard  to a breach of Section 4.13, or any claim under Section 11.1(a)(6),
     the  Claim  Period shall be the period commencing on the Closing  Date  and
     ending on the date which is five years after the Closing Date.

                (4)   With  regard  to any claim under Section  11.1(a)(1)  with
     regard  to a breach of Sections 4.1, 4.2, 4.3 (except subparagraph 4.3(c)),
     4.5, 4.12(a) or 4.24, or with




<PAGE>          84

     regard  to a claim under Section 11.1(a)(7) or 11.1(a)(8), the Claim Period
     shall  be  the  period commencing on the Closing Date  and  shall  continue
     thereafter  without limitation, provided any such claim shall  be  made  no
     later than six months after discovery thereof by Purchaser.

           (e)  Notwithstanding any provision in this Agreement to the contrary,
     the  maximum  aggregate  liability of Seller with respect  to  claims  made
     pursuant  to  Sections  11.1 (other than Sections  11.1(a)(2),  11.1(a)(3),
     11.1(a)(4), 11.1(a)(5),  11.1(a)(7) and 11.1(a)(8) hereof) shall be 30%  of
     the Purchase Price.  The maximum aggregate liability of Seller with respect
     to  claims  made  pursuant to the remaining provisions of  Section  11.1(a)
     shall not exceed the amount by which (x) the Purchase Price exceeds (y) all
     amounts  paid  by Seller pursuant to the preceding sentence.  In  addition,
     Seller shall not be liable with respect to:

                (1)   any  contingent, speculative, non-quantifiable or punitive
     damages,  or any consequential, incidental or special damages not  directly
     resulting from the inaccuracy or breach (by way of example, the failure  of
     title to equipment or mineral properties would entitle Purchaser to damages
     for  the  value  of  the equipment or mineral properties,  plus  reasonable
     attorneys' fees and expenses if applicable, but not the speculative  future
     profits that might have been earned by the equipment or mineral properties;

               (2)  any losses, damages, liabilities or expenses with respect to
     which Purchaser had a reasonable opportunity, but failed, in good faith  to
     mitigate  its  loss,  including  but not limited  to  its  failure  to  use
     commercially reasonable best efforts to recover under a policy of insurance
     or  to  assert contractual rights, it being understood that this  provision
     shall not obligate Purchaser to purchase any insurance coverage it does not
     currently have; or

                (3)   title  to Real Estate, to the extent Seller has  delivered
     title  insurance  policies  (or commitments  therefor)  conforming  to  the
     requirements of Section 8.3(o); or

                (4)   any losses, damages, liabilities or expenses to the extent
     arising  from or caused by actions taken by Purchaser or its Affiliates  or
     their respective officers, directors or employees after the Closing.

           (f) Purchaser shall not be entitled to indemnification with regard to
     any  matter set forth in Section 11.1(a), to the extent such matters (taken
     together  with  all other matters of a similar nature) do  not  exceed  the
     amount  of  the  reserves for such matter set forth on  the  Final  Balance
     Sheet.



<PAGE>          85

           (g)   In  the  event that Purchaser makes a claim for indemnification
     under Section 11.1(a), Purchaser agrees to give Seller reasonable access to
     the  books,  records  and employees of Purchaser and  the  Subsidiaries  in
     connection  with  the matters for which indemnification is  sought  to  the
     extent  that  Seller  reasonably  deems such  access  to  be  necessary  in
     connection with their rights and obligations under this Article 11.

           (h)   For  the purposes of this Agreement, "Third Party Claim"  shall
     mean  any  claim,  action,  suit, proceeding or  like  matter  asserted  or
     threatened by a party other than the parties hereto, their Affiliates,  and
     each  of  their  successors and permitted assigns, against any  Indemnified
     Party  as  to  which any Indemnified Party is subject, and which  claim  is
     reasonably   expected   to   be  subject  to  a  party's   obligations   of
     indemnification hereunder.

           (i)   For  the  purposes  of  clarification,  any  losses,  damages,
     diminution of value of assets or properties, liabilities, demands,  claims,
     actions   or   causes  of  action,  regulatory,  legislative  or   judicial
     proceedings or investigations, assessments, levies, fines, penalties, costs
     and   expenses  which  have  been  incurred  or  suffered  by  any  of  the
     Subsidiaries and arise out of a state of facts constituting a breach  of  a
     representation and warranty of Seller which give rise to an  obligation  of
     Seller to indemnify Purchaser pursuant to the provisions of Section 11.1(a)
     shall  constitute  Damages and shall be deemed to  have  been  suffered  by
     Purchaser, provided, however, that Purchaser and Subsidiaries may not  both
     collect for such Damages.

     11.2 Indemnification by Purchaser.

           (a)   Purchaser  agrees to indemnify and hold  harmless  Seller,  its
     directors,  officers,  employees, agents, and  Affiliates  from  any  loss,
     damage,  diminution of value of assets or properties, liability and expense
     whatsoever (including, without limitation, reasonable attorneys' and expert
     witness  fees and litigation expenses) resulting to Seller, its  directors,
     officers, employees, agents, and Affiliates from:

                (1)   Any  inaccuracy  in  any  representation  or  warranty  by
     Purchaser contained in this Agreement (other than in Section 3.1 or 3.2) or
     in  any  closing document delivered by Purchaser pursuant to the provisions
     of this Agreement, whether or not involving a Third Party Claim;

                (2)   Any  inaccuracy  in  any  representation  or  warranty  by
     Purchaser  contained in Sections 3.1 and 3.2, whether or  not  involving  a
     Third Party Claim;




<PAGE>          86

                (3)   Any  breach  of  any  covenant or agreement  by  Purchaser
     contained  in  this  Agreement  or in any  closing  document  delivered  by
     Purchaser pursuant to the provisions of this Agreement; or

                 (4)   any  acts  or  omissions  of  Purchaser  or  any  of  the
     Subsidiaries or the operation of their respective businesses or assets  for
     any period after the Closing Date.

                (5)   any claim by OCF (or any receiver or trustee in bankruptcy
     for  OCF) for any return of the settlement payment pursuant to that certain
     settlement K-T Clay and OCF dated November 17, 2000 and previously supplied
     to  Purchaser  due to a breach after the Closing Date of K-T Clay's  supply
     contract  for kaolin to OCF's Jackson, Tennessee plant, which contract  has
     previously been supplied to Purchaser.

           (b) Any claim for indemnification by Seller under Section 11.2 (a)(1)
     shall be asserted by written notice to Purchaser within two (2) years after
     the  Closing Date.  Any matters as to which a claim has been asserted under
     Section  11.2(a)(1) within two (2) years after the Closing Date  and  which
     are  pending or unresolved as of the date which is two (2) years after  the
     Closing  Date  shall  continue to be covered by  Section  11.2(a)(1)  until
     finally  terminated  or  resolved.  With regard to any  other  claim  under
     Section  11.2,  any claim for indemnification by Seller shall  be  asserted
     after the Closing Date without limitation.

     11.3  Exclusive  Nature  of Remedies.  Except for the  remedy  of  specific
performance  and other equitable remedies and except to the extent that  any  of
the  parties shall have engaged in fraud or a willful breach of this  Agreement,
if  the  transactions contemplated by this Agreement are consummated the  rights
and  remedies  set  forth in this Article 11 shall be the  exclusive  rights  or
remedies  available  to  the persons to be indemnified with  respect  to  claims
against  any  of  the  parties  hereto or any of  their  respective  Affiliates,
officers,  directors and employees for which indemnification  is  authorized  or
provided  pursuant to this Article.  Such limitation shall apply notwithstanding
that  such  claims are asserted by a cause of action or legal theory other  than
breach of contract.

     11.4  Cooperation.  Subject to the provisions of Sections 11.6,  and  11.7,
the   party   who  is  obligated  to  provide  indemnification  hereunder   (the
"Indemnifying  Party") shall have the right, at its own expense, to  participate
in  the  defense  of any Third Party Claim, and if said right is exercised,  the
parties  shall  cooperate in the investigation and defense of said  Third  Party
Claim.

     11.5  Subrogation.  The Indemnifying Party shall not be entitled to require
that  any  action be brought against any other Person before action  is  brought
against it hereunder by the



<PAGE>          87

Indemnified  Party and shall not be subrogated to any right of action  until  it
has  paid  in  full or successfully defended against the Third Party  Claim  for
which indemnification is sought.

     11.6  Third  Party  Claims  other  than Taxes  and  Environmental  Matters.
Forthwith following the receipt of notice of a Third Party Claim, other  than  a
Third  Party Claim with respect to Taxes (as to which Section 10.6 shall  apply)
or  environmental  matters (as to which Section 11.7  shall  apply),  the  party
receiving  the notice of the Third Party Claim shall (i) notify the other  party
of  its  existence  setting  forth with reasonable  specificity  the  facts  and
circumstances  of  which such party has received notice and (ii)  if  the  party
giving  such  notice  is  a  party who is entitled  to  receive  indemnification
hereunder  (an "Indemnified Party"), specifying the basis hereunder  upon  which
the  Indemnified Party's claim for indemnification is asserted.  The Indemnified
Party may, upon reasonable notice, tender the defense of a Third Party Claim  to
the Indemnifying Party.  If:

           (a)   the  defense of a Third Party Claim is so tendered  and  within
     thirty  (30)  days thereafter such tender is accepted without qualification
     by the Indemnifying Party; or

          (b)  within thirty (30) days after the date on which written notice of
     a  Third  Party  Claim has been given pursuant to this  Section  11.6,  the
     Indemnifying  Party shall acknowledge in writing to the  Indemnified  Party
     and  without  qualification its indemnification obligations as provided  in
     this Article 11 and assume the defense of the Third Party Claim;

then,  except as hereinafter provided, the Indemnified Party shall not, and  the
Indemnifying Party shall, have the right to contest, defend, litigate or  settle
such  Third  Party  Claim.  The Indemnified Party shall have  the  right  to  be
represented  by  counsel  at  its  own expense in  any  such  contest,  defense,
litigation or settlement conducted by the Indemnifying Party provided  that  the
Indemnified  Party  shall  be entitled to reimbursement  therefor  only  if  the
Indemnifying Party shall lose its right to contest, defend, litigate and  settle
the Third Party Claim as herein provided.  The Indemnifying Party shall lose its
right  to defend and settle the Third Party Claim if it shall fail to diligently
contest  the Third Party Claim.  So long as the Indemnifying Party has not  lost
its  right  and/or obligation to contest, defend, litigate and settle as  herein
provided,  the  Indemnifying Party shall have the exclusive  right  to  contest,
defend and litigate the Third Party Claim and shall have the exclusive right, in
its  discretion  exercised in good faith, and upon the  advice  of  counsel,  to
settle any such matter, either before or after the initiation of litigation,  at
such time and upon such terms as it deems fair and reasonable, provided that  at
least  ten  (10)  days  prior  to any such settlement,  written  notice  of  its
intention  to  settle  shall be given to the Indemnified  Party.   All  expenses
(including without limitation attorneys'



<PAGE>          88

fees)  incurred by the Indemnifying Party in connection with the foregoing shall
be paid by the Indemnifying Party.  Notwithstanding the foregoing, in connection
with  any  settlement negotiated by an Indemnifying Party, no Indemnified  Party
shall be required by an Indemnifying Party to (x) enter into any settlement that
does  not  include as an unconditional term thereof the delivery by the claimant
or plaintiff to the Indemnified Party of a release from all liability in respect
of  such  claim or litigation, (y) enter into any settlement that attributes  by
its  terms liability to the Indemnified Party or (z) consent to the entry of any
judgment  that  does  not  include as a term thereof a  full  dismissal  of  the
litigation or proceeding with prejudice.  No failure by an Indemnifying Party to
acknowledge  in  writing its indemnification obligations under this  Article  11
shall  relieve  it  of  such  obligations to  the  extent  they  exist.   If  an
Indemnified  Party is entitled to indemnification against a Third  Party  Claim,
and  the  Indemnifying Party fails to accept a tender of, or assume, the defense
of  a Third Party Claim pursuant to this Section 11.6, or if, in accordance with
the  foregoing, the Indemnifying Party shall lose its right to contest,  defend,
litigate  and settle such a Third Party Claim, the Indemnified Party shall  have
the  right, without prejudice to its right of indemnification hereunder, in  its
discretion  exercised in good faith and upon the advice of counsel, to  contest,
defend  and  litigate such Third Party Claim, and may settle  such  Third  Party
Claim,  either  before or after the initiation of litigation, at such  time  and
upon  such  terms  as the Indemnified Party deems fair and reasonable,  provided
that at least ten (10) days prior to any such settlement, written notice of  its
intention  to settle is given to the Indemnifying Party.  If, pursuant  to  this
Section 11.6, the Indemnified Party so contests, defends, litigates or settles a
Third  Party  Claim,  for which it is entitled to indemnification  hereunder  as
hereinabove  provided,  the  Indemnified  Party  shall  be  reimbursed  by   the
Indemnifying  Party  for the reasonable attorneys' fees and  other  expenses  of
defending,  contesting, litigating and/or settling the Third Party  Claim  which
are  incurred  from  time to time, forthwith following the presentation  to  the
Indemnifying  Party  of  itemized  bills for  said  attorneys'  fees  and  other
expenses.

     11.7 Environmental Claims.  Upon Purchaser becoming aware of the occurrence
of  any  event  or  the  existence of any state of facts  in  respect  of  which
Purchaser could seek indemnification with respect to a claim for breach  of  any
of  the representations and warranties contained in Section 4.13 or a claim  for
indemnification under Section 11.1(a)(6) (an "Environmental Claim"):

           (a)   Purchaser  will  give  to Seller prompt  notice  specifying  in
     reasonable detail the basis for the Environmental Claim;

           (b) Purchaser will promptly deliver to Seller copies of all draft and
     final environmental reports, studies,



<PAGE>          89

     surveys,  test data and reports, assessments, cost estimates and all  other
     information  available  to  it or any of the Subsidiaries  relating  to  or
     supporting the Environmental Claim;

           (c)  Purchaser will permit and will cause the relevant Subsidiary  to
     permit  representatives of Seller (including advisors and  consultants)  to
     visit  and  inspect from time to time any of the properties  to  which  the
     Environmental Claim relates, and to enter on such properties from  time  to
     time  for the purpose of conducting such environmental tests as Seller  may
     reasonably  desire  with  respect to the Environmental  Claim,  all  during
     normal business hours and at Seller's expense; and

           (d)   Purchaser shall cause to be furnished to Seller drafts  of  all
     proposed remediation plans not less than seven business days prior  to  the
     date  on  which  they  are  required to  be  submitted  to  any  applicable
     governmental  authorities in order to give Seller a reasonable  opportunity
     to comment on such draft plans.

           (e) With respect to any Environmental Claim involving proposed action
     by  Purchaser  required by any Environmental Laws as in effect  as  of  the
     Closing  to bring a Property or any Off-Site Facility into compliance  with
     such  Environmental  Laws  (a "Response Action"),  Purchaser  shall  use  a
     Reasonable  Alternative.   The "Reasonable Alternative"  shall  be  limited
     solely  to  that  action which (A) is necessary to achieve compliance  with
     Environmental Laws as in effect at the time of Closing, (B) uses  the  most
     cost-effective,  commercially  reasonable  approach  that   complies   with
     Environmental  Laws, and assumes the continued use of  the  Property  as  a
     mining, processing or manufacturing facility, as applicable, and (C) to the
     extent   allowed   by  Environmental  Laws  uses  institutional   controls,
     containment remedies or other remedies which do not require excavation  and
     disposal  of  Hazardous  Substances, unless such controls,  containment  or
     other remedy are reasonably expected to interfere with the continued use of
     the  Property  as  a  mining,  manufacturing  or  processing  facility,  as
     applicable.   Purchaser  may,  in selecting a Response  Action,  take  into
     consideration  issues  other  than cost, including,  but  not  limited  to,
     timing,  difficulty of implementation, general acceptance of  the  proposed
     technology and concerns expressed by interested parties; provided, however,
     that  Seller  shall not be liable under this Agreement for any  substantial
     additional  costs  for a Response Action beyond the reasonably  anticipated
     costs  of  a  Reasonable Alternative.  In no event shall the  Purchaser  be
     entitled  to indemnity  for any  Response Action  that  exceeds  applicable
     clean-up levels established by or under applicable Environmental Laws as in
     effect  as of the Closing.  All costs and expenses for such Response Action
     shall be, to the extent possible, reasonable




<PAGE>          90

     and  customary charges in the location of the Property or Off-Site Facility
     at  issue  for the type and kind of services to be rendered.  In  no  event
     shall  Damages include Damages arising out of a Response Action that  would
     not have been required but for the shut-down of a Property by Purchaser.

     11.8 Characterization of Indemnity Payments.  Purchaser and Seller agree to
treat  any  payment  made by Seller under this Article 11  to  Purchaser  as  an
adjustment to the Purchase Price.  However, in the event the IRS determines that
any  such payment constitutes taxable gain or income to Purchaser or any of  the
Subsidiaries, such payment shall be increased so that the payee receives, on  an
after-Tax  basis, the amount which would have been received had the payment  not
resulted  in  taxable  gain or income.  In case payments  to  Purchaser  through
application to Purchaser's or the Subsidiaries' assets may be deducted  for  Tax
purposes, the amount of Seller's indemnification obligation shall be reduced  by
the  amount equal to the net saving in Taxes resulting from such deduction offer
taking into account the Tax consequences to the Purchaser of the receipt of  the
indemnification payment.

     11.9 Representations at Closing.  For the purposes of this Article 11, each
party  shall be deemed to have remade all of its representations and  warranties
contained in this Agreement at the Closing (as amended pursuant to Article 4, in
the case of Seller) with the same effect as if originally made at the Closing.

                                   ARTICLE 12
                                   TERMINATION

     12.1  Termination.  This Agreement may be terminated and  the  transactions
contemplated hereby may be terminated and abandoned:

          (a)  in writing by mutual consent of the parties hereto; or

          (b)  by Seller, if, as of January 31, 2001, the closing conditions set
     forth  in  Article 7 to the performance of the obligations  of  the  Seller
     shall not have been fulfilled and shall not have been waived by Seller; or

          (c)   by Purchaser, if, as of a date which is ninety (90) days  after
     the  date  hereof,  the closing conditions set forth in Article  6  to  the
     performance  of the obligations of Purchaser shall not have been  fulfilled
     and shall not have been waived by Purchaser.

     12.2 Effect of Termination.  In the event of any termination or abandonment
of  this Agreement pursuant to Section 12.1, no party (or any of its affiliates,
parents,  officers, directors or employees) shall have any liability or  further
obligation to any other party to this Agreement, except that (i) nothing  herein
will relieve any party from liability for fraud or any willful



<PAGE>          91

breach  of  this  Agreement, (ii) Section 13.9 shall remain in  full  force  and
effect,  and  (iii)  the  obligations of the parties under  the  Confidentiality
Letter  shall remain in full force and effect.  Notwithstanding anything to  the
contrary set forth in this Agreement, the Execution Payment shall be refunded to
Purchaser  by Escrowee upon a termination or abandonment only if (a) during  the
period  from  the  date  of this Agreement to the date of  such  termination  or
abandonment,  there  occurred a condition or fact which has,  or  is  reasonably
expected  to  result in, a Material Adverse Effect, (b) Seller has  committed  a
breach  of  this  Agreement  that  is so substantial  as  to  deny  Purchaser  a
fundamental  portion  of the benefits of the transactions contemplated  by  this
Agreement  (it  being understood by the parties that failure of the  parties  to
obtain title insurance on all parcels of Real Estate, consents to the assignment
of  a minority of the Contracts or similar items does not constitute grounds for
a  refund  of the Execution Payment), (c) a court or governmental or  regulatory
authority  of  competent jurisdiction shall have entered an order which  enjoins
the carrying out of the transaction contemplated by this Agreement nor shall any
bona  fide third party not an Affiliate of Purchaser have pending in a court  of
applicable  jurisdiction, on the basis of a bona fide,  non-frivolous  claim,  a
petition   for   an  order  enjoining  the  carrying  out  of  the  transactions
contemplated   by  this  Agreement,  the  waiting  period  applicable   to   the
transactions contemplated hereby under the HSR Act has not expired, even  though
Purchaser  has  been  duly  diligent in fulfilling its obligations  pursuant  to
Section  5.4(a), (e) Seller's counsels shall be unwilling or unable  to  deliver
the  opinions required at the Closing by Section 6.7 of this Agreement, it being
understood  that any exception to the opinions required thereby which  does  not
constitute  a  Material  Adverse Effect or is not  so  substantial  as  to  deny
Purchaser  a fundamental portion of the benefits of the Transaction contemplated
by  this Agreement, or (f) Seller shall not have delivered the Audited Financial
Statements  and the 2000 Audit or the Audited Financial Statements or  the  2000
Audit shall not satisfy the requirements of Section 6.9 or 6.10, respectively.

                                   ARTICLE 13
                                  MISCELLANEOUS

     13.1  Fees.   Seller  shall pay all fees and expenses  due  to  Warrior,  a
division of Standard Bank London, Limited by reason of this Agreement.

     13.2  Publicity.   Except as otherwise required by law or applicable  stock
exchange  rules, press releases and other publicity concerning this  transaction
shall be made only with the prior agreement of Seller and Purchaser.  Seller and
Purchaser  shall use reasonable efforts to consult with each other with  respect
to the content of any such required press release or other publicity.



<PAGE>          92

     13.3  Amendments.  This Agreement may be amended, modified or  supplemented
only  by an instrument in writing executed by all of the parties hereto  or,  in
case of an asserted waiver, signed by the party against which enforcement of the
waiver is sought.

     13.4 Assignment.  Neither this Agreement nor any right created hereby shall
be  assignable  by  any party hereto, except that at or prior  to  the  Closing,
Purchaser may assign its rights and delegate its duties under this Agreement  to
a  subsidiary corporation and may assign its rights under this Agreement to  its
lenders  for collateral security purposes, and after the Closing, Purchaser  may
assign  its  rights and delegate its duties under this Agreement  to  any  third
party.   No  such  assignment shall relieve Purchaser of any of its  liabilities
under this Agreement or Parent of its obligations under the attached guaranty.

     13.5  Non-Waiver.  The failure in any one or more instances of a  party  to
insist  upon  performance of any of the terms, covenants or conditions  of  this
Agreement,  to  exercise any right or privilege in this Agreement conferred,  or
the  waiver  by  said  party of any breach of any of  the  terms,  covenants  or
conditions of this Agreement, shall not be construed as a subsequent  waiver  of
any  such terms, covenants, conditions, rights or privileges, but the same shall
continue and remain in full force and effect as if no such forbearance or waiver
had  occurred.  No waiver shall be effective unless it is in writing and  signed
by  an  authorized  representative  of the  waiving  party.   A  breach  of  any
representation, warranty or covenant shall not be affected by the  fact  that  a
more  general or more specific representation, warranty or covenant was not also
breached.

     13.6 Binding Effect; Benefit.  This Agreement shall inure to the benefit of
and  be  binding  upon  the parties hereto, and their successors  and  permitted
assigns.   Nothing in this Agreement, express or implied, shall  confer  on  any
Person  other  than  the  parties hereto, and their  respective  successors  and
permitted assigns, any rights, remedies, obligations or liabilities under or  by
reason  of this Agreement, except that the Indemnified Employees shall be  third
party beneficiaries of Section 9.12.

     13.7  Notice.  Any notice or communication must be in writing and given  by
depositing  the  same in the United States mail, addressed to the  party  to  be
notified,  postage  prepaid  and  registered or certified  with  return  receipt
requested,  by  delivering  the  same in person,  by  reputable  courier  or  by
facsimile  or electronic transmission.  Such notice shall be deemed received  on
the  date  on  which it is hand-delivered or otherwise confirmed  to  have  been
received on the third business day following the date on which it is so  mailed.
For purposes of notice, the addresses of the parties shall be:






<PAGE>          93

     If to Seller:       Hecla Mining Company
                         6500 Mineral Drive
                         Coeur d'Alene, Idaho 83815-8788
                         Attention:  Michael B. White, Esq.
                         Phone:  (208) 769-4100
                         Fax:  (208) 769-7612

     with a copy to:     Bell, Boyd & Lloyd LLC
                         70 West Madison, Suite 3300
                         Chicago, Illinois  60602
                         Attention:  John H. Bitner
                         Phone:  (312) 807-4306
                         Fax:  (312) 827-8048

     If to Purchaser:    Zemex U.S. Corporation
                         Canada Trust Tower
                         BCE Place
                         161 Bay Street
                         Suite 3750, P.O. Box 703
                         Toronto, Ontario  M5J 2S1
                         Attention: President
                         Phone:  (416) 365-8091
                         Fax:  (416) 365-8094

     with a copy to:          Altheimer & Gray
                         10 S. Wacker Drive
                         Suite 4000
                         Chicago, Illinois 60606
                         Attention: David W. Schoenberg
                         Phone: (312) 715-4050
                         Fax: (312) 715-4987

Any party may change its address for notice by written notice given to the other
parties in accordance with this Agreement.

     13.8  Entire  Agreement.   This Agreement and the  exhibits  and  schedules
hereto supersede all prior agreements and understandings relating to the subject
matter  hereof,  provided  that  the  obligations  of  the  parties  under   the
Confidentiality  Letter  shall  survive  the  execution  and  delivery  of  this
Agreement.

     13.9  Costs,  Expenses  and Legal Fees.  Whether or  not  the  transactions
contemplated hereby are consummated, each party hereto shall bear its own  costs
and expenses (including attorneys' fees).

     13.10      Severability.  If any provision of this Agreement is held to  be
illegal, invalid or unenforceable under present or future laws effective  during
the  term  hereof,  such provision shall be fully severable and  this  Agreement
shall  be  construed and enforced as if such illegal, invalid  or  unenforceable
provision  never  comprised a part hereof, and the remaining  provisions  hereof
shall remain in full force and effect and shall



<PAGE>          94

not  be  affected by the illegal, invalid or unenforceable provision or  by  its
severance   herefrom.   Furthermore,  in  lieu  of  such  illegal,  invalid   or
unenforceable  provision, there shall be added automatically  as  part  of  this
Agreement  a  provision  as  similar in its terms to such  illegal,  invalid  or
unenforceable provision as may be possible and be legal, valid and enforceable.

     13.11      Survival  of  Representations  and  Warranties.   Each  of   the
representations,  warranties,  obligations,  covenants  and  agreements  of  the
parties  included or provided for herein shall survive the consummation  of  the
transactions  contemplated by this Agreement, notwithstanding any  investigation
heretofore  or  hereafter  made by any of them or on  behalf  of  any  of  them;
provided,  however,  that all claims by Purchaser against   Seller  pursuant  to
Article  11  shall be made subject to the time limitations set forth in  Section
11.1 and all claims by Seller against Purchaser pursuant to Article 11 shall  be
subject to the time limitation set forth in Section 11.2.

     13.12     Governing Law and Venue.  THE PARTIES ACKNOWLEDGE AND AGREE  THAT
THIS  AGREEMENT  AND THE OBLIGATIONS AND UNDERTAKINGS OF THE  PARTIES  HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE (WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).   IF  ANY
ACTION  IS  BROUGHT TO ENFORCE OR INTERPRET THIS AGREEMENT, EXCLUSIVE VENUE  FOR
SUCH  ACTION  SHALL  BE  IN  DELAWARE AND THE  PARTIES  HERETO  IRREVOCABLY  AND
UNCONDITIONALLY  SUBMIT  TO THE JURISDICTION OF THE  STATE  AND  FEDERAL  COURTS
LOCATED IN WILMINGTON, DELAWARE FOR SUCH PURPOSE.

     13.13     Captions.  The captions in this Agreement are for convenience  of
reference  only  and shall not limit or otherwise affect any  of  the  terms  or
provisions hereof.

     13.14      Counterparts.  This Agreement may be executed  in  counterparts,
each  of  which  shall  be deemed an original, and all of which  together  shall
constitute one and the same instrument.

     13.15     Number and Gender.  Whenever the context requires, references  in
this  Agreement  to  the singular number shall include the  plural,  the  plural
number  shall include the singular and words denoting gender shall  include  the
masculine, feminine and neuter.

     13.16      Facsimile  Transmissions.  This Agreement  and  all  agreements,
documents and certificates delivered pursuant to this Agreement or in connection
with the transactions consummated pursuant to this Agreement may be executed  by
any  party  and  transmitted  by such party to any other  party  or  parties  by
facsimile,  and any such document shall be deemed to have full force and  effect
as if the facsimile signature or signatures on such documents were originals.




<PAGE>          95

     13.17      Further  Assurances.  Any time after  the  Closing,  Seller  and
Purchaser will promptly execute, acknowledge and deliver any other assurances or
documents  reasonably requested by Purchaser or Seller, as the case may  be,  to
satisfy or in connection with any party's obligations hereunder or to consummate
or implement the transactions and agreements contemplated hereby.

     13.18      No  Admissions.  This Agreement is for the sole benefit  of  the
parties  hereto  and  their permitted assigns and nothing  herein  expressed  or
implied shall give or be construed to give to any person, other than the parties
hereto  and such assigns, any legal or equitable rights hereunder. (except  that
the  Indemnified Employees shall be third party beneficiaries of  Section 9.12).
All  references  herein to the enforceability of agreements with third  parties,
the existence or non-existence of third-party rights, the absence of breaches or
defaults  by third parties, or similar matters or statements, are intended  only
to  allocate  rights and risks between the Parties and were not intended  to  be
admissions  against interests, give rise to any inference or proof of  accuracy,
be  admissible against any Party by any non-Party, or give rise to any claim  or
benefit to any non-Party.

     13.19      Dollars.   All references herein to "$" shall  be  U.S.  dollars
unless otherwise expressly indicated N$ or R$.































<PAGE>          96


     IN  WITNESS WHEREOF, the parties hereto, have caused this Agreement  to  be
executed by their duly authorized officers as of the date first above written.

SELLER                        HECLA MINING COMPANY

                              By:     /s/ J. Gary Childress
                                 ------------------------------------
                              Title:  Vice President - Industrial
                                         Minerals

PURCHASER                     ZEMEX U.S. CORPORATION

                              By:    /s/ Allen J. Palmiere
                                 ------------------------------------
                              Title:  Vice President, Chief
                                        Financial Officer and
                                        Corporate Secretary
































Execution Copy of Stock Purchase Agreement